UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. ~~20549~~ ~~FORM 10-K~~20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

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

Commission File Number: 333-167667

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

	Delaware		4233-~~1770123~~4429767
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	373 Joicey Blvd., North York Ontario, Canada		M5M 2W2
	41 Piping Rock Road Locust Valley, New York		11560
	(Address of Principal Executive Offices)		(Zip Code)

(~~416~~516) ~~357~~384-~~0399~~8577

(Registrant's telephone number, including area code)

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $~~316~~228,~~666~~450.

As of ~~March~~April 2811, ~~2024,~~2025 the ~~registrant~~ registrant had ~~108~~5,~~740~~469,~~329~~ 037,729 outstanding shares of Common Stock.

Documents incorporated by reference: None.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	5
Item 1A.	Risk Factors	65
Item 1B.	Unresolved Staff Comments	1514
Item 2.	Properties	15
Item 1C.	Cybersecurity	14
Item 3.	Legal Proceedings	15
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	15
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1615
Item 6.	[Reserved]	1716
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1716
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2625
Item 8.	Financial Statements and Supplementary Data	2625
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	27
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2728
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions and Director Independence	34
Item 14.	Principal Accountant Fees and Services	35
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3736
Item 16.	Form 10-K Summary	38
	Signatures	38

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K 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 this Form 10-K 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 Form 10-K.

PART I

ITEM 1. BUSINESS

Our Business

Overview

The Company is focused exclusively on the grocery market through its on-demand branch of its grocery businesses: Cuore Food Services. The branch uses 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.

In January 2025, the Company announced its plans to strategically reposition for future growth outside of the wholesale food distribution branch and is taking steps to ensure a smooth and efficient transition away from the legacy business.

In January 2025, the Company also announce its new business in the artisan crafted denim and premium combed Pima cotton yarns space in cooperation with Videlia Mills.

On November 16, 2016, the Company changed the name of its wholly owned subsidiary from I8 Interactive to Two Hands Canada Corporation.

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".

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.~~

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

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

gocart.city

gocart.city is the Company’s online delivery marketplace, allowing consumers to shop online and have their groceries delivered. The gocart.city online platform stores all inventory in the Company’s warehouse located at its head office in Mississauga. The aim of gocart.city is to deliver fresh and high-quality food products directly to retail consumers throughout Southern Ontario. The Company recently engaged local renowned chef, Grace DiFede, to curate a new line of meal kits and bundles to sell on the gocart.city platform alongside the Company’s other grocery essentials.

The gocart.city platform is available online and through applications for handheld devices supporting iOS or Android. The features and functions of gocart.city include customers having the ability to search for products by category and name, customers saving items in their cart and being able to share their cart with others, and being able to opt-in to digital weekly alerts that provide information on promotions and discounts on certain products. gocart.city also includes standard payment options for customers, such as PayPal, American Express and Visa.

The Company also employs a social media manager to oversee and increase engagement with customers by using platforms such as Facebook, Twitter, Instagram and Google. The ads that are posted on these platforms are generic branding related to the Company, as well as the promotion of particular sale items. Moreover, the Company has agreements with SRAX, Inc. and Adfuel Media Inc. to boost such engagement.

The Company sold the gocarty.city branch on May 1, 2023.

Grocery Originals

Grocery Originals is the Company’s brick-and-mortar grocery store located in Mississauga Ontario at the site of the Company’s warehouse. Grocery Originals was originally intended for curbside pickup but has expanded into a full service store, that includes a deli, cold storage, a stone pizza oven, and offering a wide variety of fresh and specialty meals curated by Grace Di Fede.

The Company sold the Grocery Originals branch on May 1, 2023.

Research and Development

We did not incur any research and development costs during the fiscal year ended December 31, ~~2023~~2024 and ~~2022~~2023.

Customers

The Company plans to continue to expand it reach to additional customers and geographies across Canada and continue to enhance its product offering with fresh, natural and organic foods.~~The~~ The Company believes its value proposition has broad appeal with value-minded customers across all income levels, demographics and geographies. The Company believes that its sustained focus on delivering ever-changing value deals will generate strong customer loyalty and brand affinity. The Company believes that its broad customer appeal supports new store growth opportunities, and it plans to continue to expand its reach to additional customers and geographies across Canada.

Competition

The Company competes with other wholesalers within the food service market segment, facing challenges from entities with significant resources for expansion. These competitors leverage their financial strength, technological advancements, marketing strategies, skilled personnel, and established brand recognition.

Remove: The Company plans on utilizing and leveraging its agreement with SRAX, Inc. and Adfuel Media Inc. to market its grocery delivery application and services and expand its footprint in the Ontario region and beyond as its customer base grows.

Manufacturing and Product Sourcing

Most supplies used are readily available from any number of our local and international suppliers, at competitive prices. Delivery of the product will vary depending on the area serviced and the number of orders per day.

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 to expand its reach to additional customers and geographies across Canada and continue to enhance its product offering with fresh, natural and organic foods.

Operations and Logistics

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

Sales and Marketing

In carrying on with its business, the Company is exposed to a variety of risks, including the risks described elsewhere in this Form 10-K. The Company ~~plans~~can neither predict nor identify all such risks nor can it accurately predict the impact, if any, of such risks on ~~utilizing~~its business, operations or the extent to which one or more risks or events may materially change future results of financial position from those reported or projected in any forward looking statements. Accordingly, the Company cautions the reader not to rely on reported financial information and ~~leveraging~~forward-looking ~~its~~statements ~~agreement~~to predict actual future results. This Form 10-K and the accompanying financial information should be read in conjunction with ~~SRAX,~~this statement concerning ~~Inc~~risks and uncertainties. Some of the risks, uncertainties and ~~Adfuel~~events ~~Media~~that ~~Inc~~may affect the Company, its business, operations, and results, are given in this section. However, the list of risk factors below is not exhaustive and the factors and uncertainties that may impact on the Company are not limited to ~~market~~those ~~its~~stated ~~grocery~~below. ~~delivery~~Those ~~application~~listed and ~~services~~other risks not specifically referred to may in the future materially affect the Company’s financial performance, and ~~expand~~accordingly ~~its~~an ~~footprint~~investment in the ~~Ontario~~Company ~~region~~at this time involves a high degree of risk, should be considered highly speculative in nature, and should be considered only by those who are able to bear the economic risk ~~beyond~~of astheir ~~its~~investment ~~customer~~for ~~base~~an ~~grows~~indefinite period.

~~ITEM~~The 1ACompany’s ability to generate revenue and achieve positive cash flow in the future depends upon various factors, including the level of market acceptance of its products, the degree of competition encountered by the Company, technology risks, general economic conditions, and regulatory requirements. ~~RISK~~Moreover, ~~FACTORS~~it is also possible that new competitors will enter the marketplace. The Company's future performance depends in part upon attracting and retaining key technical, sales and management personnel. There can be no assurance that the Company can retain these personnel. As such, these new competitors and the loss of the services of the Company's key employees could potentially have a material adverse effect on the Company's business, operating results and financial condition.

InThe ~~carrying~~following onare ~~with~~certain ~~its~~risk ~~business,~~factors ~~the~~relating ~~Company is exposed~~ to the abusiness ~~variety~~carried ofon ~~risks,~~by ~~including~~ the ~~risks~~Company ~~described~~which ~~elsewhere~~prospective ininvestors ~~this~~should ~~Prospectus.~~carefully ~~The~~consider ~~Company~~before ~~can~~deciding ~~neither~~whether ~~predict~~to ~~nor~~purchase ~~identify all such~~Company ~~risks~~Shares. ~~nor~~The ~~can~~Company’s itbusiness ~~accurately~~is ~~predict~~subject ~~the~~to ~~impact,~~risk iffactors ~~any,~~that ofare ~~such~~both ~~risks~~specific onand ~~its~~general ~~business,~~in ~~operations~~nature orand ~~the extent to~~ which ~~one~~individually, or ~~more risks~~ orin ~~events~~combination, may ~~materially~~affect ~~change~~the future ~~results~~operating performance of ~~financial position from those reported or projected in any forward looking statements. Accordingly,~~ the Company’s ~~cautions~~business ~~the reader not to rely on reported financial information~~ and ~~forward-looking statements to predict actual future results. This Prospectus and~~ the ~~accompanying~~value ~~financial~~of ~~information~~an ~~should~~investment ~~be read~~ in ~~conjunction~~the ~~with this statement concerning~~Company. ~~risks~~The ~~and uncertainties. Some of the risks, uncertainties and events that may affect the~~ Company, ~~its~~will ~~business,~~face ~~operations,~~a ~~and~~number ~~results, are~~of ~~given~~challenges in ~~this section. However,~~ the ~~list~~development of ~~risk~~its ~~factors~~business. ~~below~~Readers isshould ~~not~~carefully ~~exhaustive~~consider ~~and~~all ~~the~~such ~~factors~~risks, ~~and~~including those ~~uncertainties~~set ~~that~~out ~~may~~in ~~impact on~~ the ~~Company~~discussion ~~are not limited to those stated~~ below. ~~Those~~The ~~listed~~following ~~and~~is ~~other~~a ~~risks~~description ~~not~~of ~~specifically~~the ~~referred~~principal torisk ~~may~~factors inaffecting the ~~future materially affect the~~ Company’s ~~financial~~that ~~performance~~will, ~~and accordingly an investment~~ in ~~the Company at this time involves a high degree of~~ ~~risk~~turn, ~~should~~affect ~~be considered highly speculative in nature, and should be considered only by those who are able to bear~~ the ~~economic risk of their investment for an indefinite period~~Company.

6Description of Risk Factors

~~The~~Risks ~~Company’s~~Related ~~ability~~ to ~~generate revenue and achieve positive cash flow in~~ the ~~future is dependent upon various factors, including the level of market acceptance of its products, the degree of competition encountered by the~~ Company~~, technology risks, general economic conditions, and regulatory requirements. Moreover, it is also possible that new competitors will enter the marketplace. The Company'~~’s future performance depends in part upon attracting and retaining key technical, sales and management personnel. There can be no assurance that the Company can retain these personnel. As such, these new competitors and the loss of the services of the Company's key employees could potentially have a material adverse effect on the Company's business, operating results and financial condition.Business

~~The~~Competition ~~following are certain risk factors relating~~ to ~~the~~ ~~business carried on by~~ the Company which prospective investors should carefully consider before deciding whether to purchase Company Shares. The Company’s business is subject to risk factors that are both specific and general in nature and which individually, or in combination, may affect the future operating performance of the Company’s business and the value of an investment in the Company. The Company will face a number of challenges in the development of its business. Readers should carefully consider all such risks, including those set out in the discussion below. The following is a description of the principal risk factors affecting the Company that will, in turn, affect the Company.

~~Description~~The Company’s business operates in a dynamic ofand ~~Risk~~competitive ~~Factors~~market. Other food distribution companies, along with non-traditional competitors, such as mass merchandisers, warehouse clubs, and online retailers, represent a competitive risk to the Company’s ability to attract customers and operate profitably in its markets.

~~Risks~~A ~~Related~~significant risk to the Company is the potential for reduced revenues and profit margins as a result of increased competition. A failure to maintain geographic diversification to reduce the effects of localized competition could have an adverse impact on the Company’s ~~Business~~operating margins and results of operations. The consolidation of industry competitors may also lead to increased competition and loss of market share.

~~Competition~~The Company has expressed substantial doubt about its ability to ~~the~~continue ~~Company~~as a going concern.

~~The~~As of December 31, 2024, the Company’s ~~business~~had ~~operates~~cash inof $1,733 and total liabilities of $3,665,969. During the year ended December 31, 2024, the Company incurred a ~~dynamic~~net loss of $2,433,970 and ~~competitive~~used ~~market.~~cash ~~Other~~in ~~food~~operating ~~distribution~~activities ~~companies~~of $250,503, ~~along~~and ~~with~~on ~~non-traditional~~December ~~competitors~~31, ~~such~~2024, ashad ~~mass~~a ~~merchandisers~~shareholders’ deficit of $3,568,234. ~~warehouse~~The ~~clubs,~~Company is currently funding its initial operations by way of loans from its Chief Executive Officer and ~~online~~others ~~retailers~~and through the issuance of Common Shares in exchange for services. These factors, ~~represent~~among aothers, ~~competitive~~raise ~~risk~~substantial todoubt about the Company’s ability to ~~attract~~continue ~~customers~~as ~~and~~a ~~operate~~going ~~profitably~~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 ending ~~its~~December ~~markets~~31, 2024, have included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

A significant risk to the Company is the potential for reduced revenues and profit margins as a result of increased competition. A failure to maintain geographic diversification to reduce the effects of localized competition could have an adverse impact on the Company’s operating margins and results of operations. The consolidation of industry competitors may also lead to increased competition and loss of market share.6

~~The~~If the Company’s ~~independent~~is ~~auditors~~unable ~~have~~to raise enough capital ~~expressed~~or ~~substantial~~obtain ~~doubt~~additional ~~about~~financing, ~~its~~it ~~ability~~may tonot ~~continue~~be asable ato ~~going~~fulfill ~~concern~~its business plan.

AsOn of December 31, ~~2023~~2024, the Company only had ~~cash of~~ $241,~~351~~733 ~~and~~cash ~~total~~on ~~liabilities~~hand. ofTo $2date,~~915,781.~~ ~~During~~ the ~~year~~Company ~~ended~~has ~~December~~funded ~~31,~~its ~~2023,~~operations ~~the~~by ~~Company~~way ~~incurred~~of acash ~~net~~advances ~~loss~~from ofits $8Chief Executive Officer,~~163~~ noteholders,~~662~~ shareholders and ~~used~~others ~~cash in~~on ~~operating~~a ~~activities~~“as-needed” ofbasis. ~~$451~~As such,~~932,~~ ~~and~~the onCompany’s ~~December~~operating ~~31,~~capital ~~2023,~~is ~~had~~currently alimited ~~shareholders’~~to ~~deficit~~the personal resources of $2its Chief Executive Officer,~~797~~ noteholders,~~344~~ shareholders and others. ~~The~~If the Company is ~~currently~~unsuccessful at achieving a sufficient amount ~~funding~~of ~~its~~net ~~initial~~proceeds, ~~operations~~it bywill ~~way~~continue ofto rely on loans from its Chief Executive Officer, noteholders, shareholders and others ~~and~~although ~~through~~they are ~~the~~under ~~issuance~~no ofobligation ~~Common~~to ~~Shares~~loan ~~in exchange~~any ~~for~~money ~~services~~to the Company. ~~These~~the ~~factors,~~Company ~~among~~may ~~others,~~also raise ~~substantial~~capital ~~doubt~~in ~~about~~the future by relying on loans from third party lending sources. However, the Company’s ~~ability~~believes it will be difficult to ~~continue~~secure ascapital ain ~~going~~the ~~concern~~future because it has no assets to ~~within~~secure ~~one~~debt ~~year~~and ofthere ~~the~~is ~~date~~currently ~~that~~no ~~the~~active ~~financial~~trading ~~statements~~market ~~are~~for ~~issued~~its securities. The Company’s ~~independent~~inability ~~registered~~to ~~public~~obtain ~~accounting~~financing ~~firm~~or generate sufficient cash from operations could require it to reduce or eliminate expenditures for developing products and services, or otherwise incurtail ~~their~~or ~~report~~discontinue its operations, which could have a material adverse effect on the Company’s business, financial ~~statements~~condition and ~~for~~results of operations. Furthermore, to the ~~year~~extent ~~ending~~that ~~December~~the ~~31,~~Company ~~2023~~raises additional capital through the sale of equity or convertible debt securities, ~~expressed~~the ~~substantial~~issuance ~~doubt~~of ~~about~~such securities may result in dilution to existing shareholders. If the Company’s ~~ability~~raises additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to ~~continue~~holders asof aits ~~going~~Common Shares ~~concern~~and the terms of such debt could impose restrictions on its operations.

IfThe ~~the~~ Company’s isbusiness ~~unable~~could tofail ~~raise~~if ~~enough capital~~its orprincipal ~~obtain~~executive ~~additional financing~~officer, itEmil ~~may~~Assentato, ~~not~~is beunable ~~able~~or unwilling to ~~fulfill~~devote a sufficient amount of time to its business ~~plan~~.

OnThe ~~December~~responsibility ~~31,~~of ~~2023,~~developing the Company ~~only had $24,351~~’s ~~cash~~core ~~on hand. To date~~business, ~~the~~securing ~~Company has funded its operations by way of cash advances from its Chief Executive Officer, noteholders, shareholders and others on a “as-needed” basis. As such,~~ the ~~Company’s~~financing ~~operating~~necessary ~~capital is currently limited~~ to ~~the~~fully ~~personal~~execute ~~resources of~~ its ~~Chief~~business ~~Executive~~plan ~~Officer, noteholders, shareholders~~ and ~~others.~~fulfilling If the ~~Company~~reporting isrequirements ~~unsuccessful~~of ~~at achieving~~ a ~~sufficient amount~~public ofcompany ~~net~~all ~~proceeds,~~fall itupon ~~will~~the ~~continue~~principal toexecutive ~~rely on loans from its Chief Executive Officer~~officer, ~~noteholders,~~In ~~shareholders~~the ~~and~~event ~~others~~Mr. ~~although~~Assentato ~~they are~~is ~~under~~unable noor ~~obligation~~unwilling to ~~loan~~fulfill any ~~money~~aspect toof ~~the~~his duties, ~~Company.~~ the Company may ~~also~~experience ~~raise~~a ~~capital~~shortfall inor ~~the~~complete ~~future~~lack byof ~~relying~~revenue onresulting ~~loans~~in ~~from~~little ~~third party~~or ~~lending~~no ~~sources.~~profits ~~However,~~and the ~~Company~~eventual ~~believes it will be difficult to secure capital in the future because it has no assets to~~closure ~~secure~~of ~~debt~~its ~~and~~business, ~~there~~whereby isyou ~~currently~~may nolose ~~active~~your ~~trading~~entire ~~market for its securities~~investment. The ~~Company’s~~loss ~~inability~~of toMr. ~~obtain~~Assentato ~~financing~~would ~~or generate sufficient cash from operations could require it to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue its operations, which could~~ have a material adverse effect on the Company’s ~~business, financial condition~~ ~~and results of operations~~business. Furthermore, to the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing shareholders. If the Company raises additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of its Common Shares and the terms of such debt could impose restrictions on its operations.

The Company’s ~~business~~may ~~could~~ fail ifto ~~its principal~~attract, ~~executive~~train ~~officer,~~and ~~Nadav~~retain skilled ~~Elituv~~and qualified employees, iswhich ~~unable~~could orimpair ~~unwilling~~its ability to ~~devote~~generate arevenue, ~~sufficient~~effectively ~~amount~~service ofits ~~time~~clients toand execute its ~~business~~growth strategy.

The ~~responsibility of developing the~~ Company’s ~~core~~ business, ~~securing~~depends ~~the~~in ~~financing~~large ~~necessary~~part upon its ability to ~~fully~~attract ~~execute~~and ~~its~~retain ~~business~~sufficient ~~plan~~numbers ~~and~~of ~~fulfilling~~highly ~~the~~qualified ~~reporting~~individuals. The Company competes for such qualified personnel ~~requirements~~with ofother acompanies ~~public~~and ~~company~~such ~~all~~competition ~~fall~~is ~~upon~~intense. Personnel with the ~~principal~~requisites ~~executive~~skills ~~officer,~~and Inqualifications ~~the~~may ~~event~~be Mrin short supply or generally unavailable. ~~Elituv~~If the Company is unable orto ~~unwilling~~recruit ~~to fulfill~~and ~~any~~retain ~~aspect~~a sufficient number of ~~his~~qualified ~~duties~~employees, the Company’s ability ~~may~~to ~~experience~~maintain aand ~~shortfall~~grow orits ~~complete~~business ~~lack~~and ofto ~~revenue~~effectively ~~resulting~~service inits ~~little~~clients orcould ~~no profits~~be limited and the ~~eventual~~Company’s ~~closure~~future ofrevenue and ~~its~~results ~~business,~~of ~~whereby~~operations ~~you~~could ~~may~~be ~~lose~~materially ~~your~~and ~~entire~~adversely ~~investment~~affected. ~~The~~Furthermore, ~~loss~~to ofthe ~~Mr.~~extent ~~Elituv~~that ~~would~~the ~~have~~Company ais unable to make necessary ~~material~~permanent ~~adverse~~hires ~~effect~~to onappropriately service its clients, the Company’s ~~business~~could be required to engage larger numbers of contracted personnel, which could reduce its profit margins.

7If the Company cannot attract customers, it will not generate revenues and its business will fail.

The Company ~~may~~has ~~fail~~not togenerated ~~attract,~~any ~~train~~profit. ~~and~~The ~~retain~~Company ~~skilled~~may ~~and~~not ~~qualified~~be ~~employees,~~able ~~which~~to ~~could~~successfully ~~impair~~attract or maintain customers, resulting in its ~~ability~~business tofailing. ~~generate~~If ~~revenue~~the Company’s business fails, you ~~effectively~~will ~~service~~lose ~~its~~all ~~clients~~or ~~and~~part ~~execute~~of ~~its~~your ~~growth strategy~~investment.

The Company’s ~~business~~may ~~depends~~encounter indifficulties ~~large part~~managing ~~upon~~ its ~~ability~~planned togrowth, ~~attract~~which ~~and~~would ~~retain~~adversely ~~sufficient~~affect ~~numbers~~its ofbusiness ~~highly qualified individuals. The Company competes for such qualified personnel with other companies~~ and ~~such~~could ~~competition~~result ~~is intense. Personnel with the requisites skills and qualifications may be~~ in ~~short~~increasing ~~supply~~costs ~~or generally~~as ~~unavailable.~~well Ifas ~~the Company is unable to recruit and retain~~ a ~~sufficient~~decrease ~~number~~in ~~of qualified employees,~~ the Company’s ~~ability~~stock ~~to maintain and grow its business and to effectively service its clients could be limited and the Company’s future revenue and results of operations could be materially and adversely affected~~price. Furthermore, to the extent that the Company is unable to make necessary permanent hires to appropriately service its clients, the Company could be required to engage larger numbers of contracted personnel, which could reduce its profit margins.

IfThe Company intends to establish a customer base and develop new products for them. To manage the Company’s ~~fails~~anticipated growth, the Company must continue to ~~successfully~~improve ~~manage~~its operational and financial systems and expand, train, retain and manage its employee base to meet new ~~product~~opportunities. ~~development~~Because orof ifthe registration of the Company’s ~~fails~~securities, it is subject to ~~anticipate~~reporting and disclosure obligations, and the ~~issues~~Company ~~associated~~anticipates ~~with~~that ~~such~~it ~~development~~will orhire ~~expansion~~additional finance and administrative personnel to address these obligations. In addition, ~~its~~the anticipated growth of the Company’s business will place a significant strain on its existing managerial and financial resources. If the Company cannot effectively manage its growth, its business may ~~suffer~~be harmed.

The Company has only developed two applications. The Company’s ability to anticipate and manage a variety of issues associated with any new product development or market expansion, such as market acceptance and effective management of its applications and other products. The Company’s business would suffer if it fails to successfully anticipate and manage these issues associated with product development publishing and you may lose all or part of your investment.7

IfMaterial weaknesses in the Company’s ~~cannot~~internal control ~~attract~~over ~~customers,~~financial ~~it will~~reporting ~~not~~may ~~generate~~adversely ~~revenues~~affect ~~and~~ its ~~business~~Common ~~will fail~~Shares.

As an SEC reporting company, the Company is subject to the reporting requirements of the Exchange Act and governance requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Exchange Act requires that the Company ~~has~~file ~~not~~annual, ~~generated~~quarterly ~~any~~and ~~profit~~current reports with respect to its business and financial condition, proxy statement, and other information. ~~Going~~The ~~forward~~Sarbanes-Oxley Act requires, among other things, that the Company ~~intends~~establish toand ~~generate~~maintain ~~revenues~~effective ~~from~~disclosure controls and procedures and internal controls and procedures for financial reporting. Section 404 of the Sarbanes-Oxley Act requires that the Company include a report of management on its ~~gocart~~internal control over financial reporting in the Company’s annual report on Form 10-K.~~city~~ ~~application~~That report must contain an assessment by management of the effectiveness of the Company’s internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that the Company has identified. ~~The~~Effective internal control is necessary for the Company to provide reliable financial reports and prevent fraud. If the Company cannot provide reliable financial reports or prevent fraud, the Company may not be able to ~~successfully~~manage ~~attract~~its orbusiness ~~maintain~~as effectively as it would if an ~~customers~~effective control environment existed, ~~resulting~~and inthe ~~its~~Company’s business ~~failing~~and reputation with investors may be harmed. IfAs a result, the Company’s ~~business~~small ~~fails~~size and any current internal control deficiencies may adversely affect its financial condition, ~~you~~results of ~~will~~operation ~~lose~~and ~~all~~access orto ~~part~~capital. The Company has not performed an in-depth analysis to determine if historical un-discovered failures of ~~your~~internal ~~investment~~controls exist and may in the future discover areas of its internal control that need improvement. Any inability to report and file its financial results accurately and timely could harm the Company’s reputation and adversely impact the trading price of its Common Shares.

~~The~~Failure ~~Company~~to ~~may~~protect ~~encounter~~the ~~difficulties~~Company’s ~~managing~~proprietary ~~its~~technology ~~planned~~and ~~growth,~~intellectual ~~which~~property ~~would~~rights ~~adversely~~could ~~affect~~substantially harm its business and ~~could~~results ~~result~~of ~~in increasing costs as well as a decrease in the Company’s stock price~~operations.

The Company’s ~~intends~~success depends to ~~establish~~ a ~~customer~~significant degree ~~base~~on ~~and develop~~its ~~new~~ability ~~products~~to ~~for~~protect ~~them.~~its Toproprietary ~~manage~~technology, ~~the~~methodologies, ~~Company’s~~know-how ~~anticipated~~and ~~growth,~~brand. ~~the~~The Company ~~must~~will ~~continue~~rely toon ~~improve~~a ~~its operational~~combination of contractual restrictions, and ~~financial~~other ~~systems~~intellectual property laws and ~~expand,~~confidentiality ~~train,~~procedures ~~retain~~to establish and ~~manage~~protect its ~~employee~~proprietary rights. ~~base~~However, the steps the Company will take to ~~meet~~protect ~~new~~its ~~opportunities~~intellectual property may be inadequate. ~~Because~~The ofCompany ~~the~~will ~~registration~~not ofbe able ~~the~~to ~~Company’s~~protect ~~securities,~~its intellectual property if it is ~~subject~~unable to ~~reporting~~enforce ~~and~~its ~~disclosure~~rights ~~obligations,~~or ~~and~~if ~~the~~it ~~Company~~does ~~anticipates~~not ~~that~~detect itunauthorized ~~will~~use ~~hire~~of ~~additional~~the Company’s ~~finance~~intellectual ~~and~~property. ~~administrative~~If ~~personnel~~the Company fails to ~~address~~protect ~~these~~its ~~obligations.~~intellectual Inproperty ~~addition~~rights adequately, ~~the~~its ~~anticipated~~competitors ~~growth~~may ofgain access to the Company’s technology and its business ~~will~~ ~~place~~may abe ~~significant~~harmed. ~~strain~~In onaddition, defending its ~~existing~~intellectual ~~managerial~~property ~~and~~rights ~~financial~~might ~~resources~~entail significant expense. IfThe ~~the~~ Company ~~cannot~~may ~~effectively~~be ~~manage~~unable ~~its~~to ~~growth~~prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, ~~its~~or ~~business~~diminish ~~may~~the bevalue ~~harmed~~of the Company’s trademarks and other proprietary rights.

~~Material~~As ~~weaknesses~~the inCompany grows its business, the Company’s plan ~~internal~~is to enter into confidentiality and invention assignment agreements with its employees and consultants and enter into confidentiality ~~control~~agreements ~~over~~with ~~financial~~other ~~reporting~~parties. No assurance can be given that these agreements will be effective in controlling access to and distribution of the Company’s proprietary information. Further, these agreements may ~~adversely~~not ~~affect~~prevent ~~its~~the ~~Common~~Company’s ~~Shares~~competitors from independently developing technologies that are substantially equivalent or superior to it products.

AsIn anorder ~~SEC~~to ~~reporting~~protect ~~company,~~ the Company’s ~~is subject~~intellectual toproperty ~~the~~rights, ~~reporting~~it ~~requirements~~may ofbe ~~the~~required ~~Exchange~~to ~~Act~~spend ~~and~~significant ~~governance~~resources ~~requirements~~to ofmonitor ~~the~~and ~~Sarbanes-Oxley~~protect ~~Act~~its ofintellectual ~~2002~~property ~~(the~~rights. ~~“Sarbanes-Oxley~~Litigation ~~Act”).~~may ~~The~~be ~~Exchange~~necessary ~~Act~~in ~~requires~~the ~~that~~future to enforce the Company’s ~~file~~intellectual ~~annual,~~property ~~quarterly~~rights and ~~current reports with respect~~ to protect its ~~business~~trade ~~and~~secrets. ~~financial~~Litigation ~~condition,~~brought ~~proxy~~to ~~statement,~~protect and ~~other~~enforce ~~information. The Sarbanes-Oxley Act requires, among other things, that~~ the Company’s ~~establish~~intellectual ~~and maintain~~property ~~effective~~rights ~~disclosure~~could ~~controls~~be ~~and~~costly, ~~procedures~~time-consuming, and ~~internal~~distracting ~~controls~~to management, and ~~procedures~~could ~~for~~result ~~financial~~in ~~reporting. Section 404 of~~ the ~~Sarbanes-Oxley~~ ~~Act~~impairment ~~requires~~or ~~that~~loss ~~the~~of ~~Company~~portions ~~include a report~~ of ~~management on its internal control over financial reporting in~~ the Company’s ~~annual~~ ~~report~~intellectual ~~on Form 10-K~~property. ~~That~~Further, ~~report must contain an assessment by management of~~ the ~~effectiveness of the~~ Company’s ~~internal~~efforts ~~control~~to ~~over~~enforce ~~financial~~its ~~reporting~~intellectual ~~and~~property ~~must~~rights ~~include~~may ~~disclosure~~be ofmet ~~any~~with ~~material~~defenses, ~~weaknesses~~counterclaims, inand ~~internal~~countersuits ~~control~~attacking ~~over~~the ~~financial~~validity ~~reporting~~and ~~that~~enforceability of the Company’s ~~has~~intellectual ~~identified~~property rights. ~~Effective~~The ~~internal control is necessary for the~~ Company’s inability to ~~provide~~protect ~~reliable~~its ~~financial~~proprietary ~~reports~~technology ~~and~~against ~~prevent~~unauthorized ~~fraud.~~copying ~~If the Company cannot provide reliable financial reports~~ or ~~prevent fraud~~use, ~~the~~as ~~Company~~well ~~may not be able to manage its business~~ as ~~effectively~~ asany itcostly ~~would~~litigation ifor andiversion ~~effective~~of ~~control~~its ~~environment existed, and the Company~~management’s ~~business~~attention and ~~reputation~~resources, ~~with~~could ~~investors~~delay ~~may~~further sales beor ~~harmed.~~the Asimplementation aof ~~result,~~ the Company’s ~~small~~products, ~~size~~impair ~~and~~the ~~any~~functionality ~~current~~of ~~internal control deficiencies may adversely affect~~ its ~~financial condition~~products, ~~results~~delay introductions of ~~operation~~new ~~and access to capital. The Company has not performed an in-depth analysis to determine if historical un-discovered~~products, ~~failures~~result ~~of internal controls exist and may~~ in the ~~future~~Company ~~discover~~substituting ~~areas~~inferior ofor ~~its~~more ~~internal~~costly ~~control~~technologies ~~that~~into ~~need improvement. Any inability to report and file~~ its ~~financial~~products, ~~results~~or ~~accurately~~injure ~~and timely could harm~~ the Company’s reputation ~~and adversely impact the trading price of its Common Shares~~.

8Product Safety and Security

~~Failure~~The Company is subject to ~~protect~~potential liabilities connected with its business operations, including potential liabilities and expenses associated with product defects, food safety and product handling, and related services. Such liabilities may arise in relation to the storage, distribution, display and dispensing of products. A large majority of the Company’s ~~proprietary technology~~sales ~~and~~are ~~intellectual~~generated ~~property~~from ~~rights~~food products, and it could ~~substantially~~be ~~harm~~vulnerable ~~its~~in ~~business~~the ~~and~~event ~~results~~of a significant outbreak of ~~operations~~food-borne illness or increased public health concerns in connection with certain food products. Such an event could materially affect the Company’s financial performance.

~~The~~Supply ~~Company’s~~Chain ~~success~~Disruptions ~~depends~~Including toImpacts ~~a significant degree on its ability to protect its proprietary technology, methodologies, know-how and brand. The Company will rely on a combination~~ of ~~contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect its proprietary~~ ~~rights.~~Climate However, the steps the Company will take to protect its intellectual property may be inadequate. The Company will not be able to protect its intellectual property if it is unable to enforce its rights or if it does not detect unauthorized use of the Company’s intellectual property. If the Company fails to protect its intellectual property rights adequately, its competitors may gain access to the Company’s technology and its business may be harmed. In addition, defending its intellectual property rights might entail significant expense. The Company may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of the Company’s trademarks and other proprietary rights.Change

AsThe ~~the~~ Company ~~grows~~is exposed to potential supply chain disruptions and errors that could result in obsolete merchandise or an excess or shortage of merchandise in its ~~business,~~retail ~~the~~store network. The Company’s distribution and supply chain could be negatively impacted by over reliance on key vendors, ~~plan~~consolidation isof facilities, disruptions due to ~~enter~~severe ~~into~~weather ~~confidentiality~~conditions, ~~and~~natural ~~invention~~disasters, ~~assignment~~climate ~~agreements~~change ~~with~~driven ~~its~~disruptions ~~employees~~or other ~~and~~catastrophic ~~consultants~~events, and ~~enter~~failure ~~into~~to ~~confidentiality agreements~~manage ~~with~~costs ~~other~~and ~~parties~~inventories. NoA ~~assurance~~failure ~~can~~to bedevelop ~~given~~competitive ~~that~~new ~~these~~products, ~~agreements~~deliver high-quality ~~will~~products beand ~~effective~~implement inand ~~controlling~~maintain ~~access~~effective tosupplier selection and ~~distribution of~~procurement ~~the~~practices could adversely affect the Company’s ~~proprietary~~ability ~~information.~~to ~~Further,~~deliver ~~these~~desired ~~agreements~~products ~~may~~to ~~not~~customers ~~prevent~~and adversely affect the Company’s ~~competitors~~ability ~~from~~to ~~independently~~attract and ~~developing~~retain ~~technologies~~customers, ~~that~~decreasing ~~are~~competitive ~~substantially~~advantage. ~~equivalent~~A orfailure ~~superior~~to maintain an efficient supply and logistics chain may adversely affect the Company’s ability to itsustain ~~products~~and meet growth objectives and maintain margins.

In order to protect the Company’s intellectual property rights, it may be required to spend significant resources to monitor and protect its intellectual property rights. Litigation may be necessary in the future to enforce the Company’s intellectual property rights and to protect its trade secrets. Litigation brought to protect and enforce the Company’s intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of the Company’s intellectual property. Further, the Company’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of the Company’s intellectual property rights. The Company’s inability to protect its proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of its management’s attention and resources, could delay further sales or the implementation of the Company’s products, impair the functionality of its products, delay introductions of new products, result in the Company substituting inferior or more costly technologies into its products, or injure the Company’s reputation.8

~~Product~~Business ~~Safety and Security~~Continuity

The Company ismay be subject to ~~potential~~unexpected ~~liabilities~~or ~~connected~~critical ~~with~~events ~~its~~and ~~business~~natural ~~operations~~hazards, including ~~potential~~severe ~~liabilities~~weather ~~and~~events, ~~expenses~~interruption ~~associated~~of ~~with~~utilities ~~product~~and ~~defects,~~infrastructure ~~food~~or ~~safety~~occurrence ~~and~~of ~~product handling~~pandemics, ~~and~~which ~~related~~could ~~services.~~cause ~~Such~~sudden ~~liabilities~~or ~~may~~complete ~~arise~~cessation inof ~~relation~~its day-to-day ~~the~~operations. ~~storage,~~The ~~distribution,~~Company ~~display~~is ~~and~~currently ~~dispensing~~preparing offor ~~products.~~future Awaves ~~large majority~~ of ~~the~~COVID-19 along ~~Company’s~~with ~~sales~~other ~~are~~pandemics ~~generated~~that ~~from~~could ~~food~~occur. ~~products~~However, ~~and~~no itsuch ~~could~~plan becan ~~vulnerable~~eliminate in the ~~event~~risks ofassociated awith ~~significant~~events ~~outbreak~~ of ~~food-borne~~this ~~illness~~magnitude. orAny failure ~~increased~~to ~~public~~respond ~~health~~effectively ~~concerns~~or inappropriately ~~connection~~to ~~with~~such ~~certain~~events ~~food products. Such an event~~ could ~~materially~~adversely affect the Company’s ~~financial~~operations, ~~performance~~reputation and financial results.

~~Supply~~Ethical ~~Chain~~Business ~~Disruptions Including Impacts of Climate Change~~Conduct

~~The~~Any ~~Company~~failure isof ~~exposed~~the Company to ~~potential~~adhere ~~supply~~to ~~chain~~its ~~disruptions~~policies, ~~and~~law ~~errors~~or ~~that~~ethical ~~could~~business ~~result~~practices incould ~~obsolete~~significantly ~~merchandise~~affect orits anreputation ~~excess~~and orbrands ~~shortage~~and ofcould ~~merchandise~~therefore innegatively ~~its~~impact ~~retail~~the ~~store~~Company’s financial ~~network~~performance. The Company’s ~~distribution~~ ~~and~~framework ~~supply~~for ~~chain~~managing ~~could~~ethical bebusiness ~~negatively~~conduct ~~impacted~~includes bythe ~~over~~adoption ~~reliance~~of ona ~~key~~code ~~vendors, consolidation~~ of ~~facilities, disruptions due~~business toconduct ~~severe weather conditions, natural disasters, climate change driven disruptions or other catastrophic events,~~ and ~~failure~~ethics tothat ~~manage costs~~applies ~~and inventories. A failure~~ to ~~develop~~its ~~competitive~~principal ~~new~~executive ~~products~~officer, ~~deliver~~principal ~~high-quality~~financial ~~products~~officer, ~~and~~principal ~~implement~~accounting ~~and~~officer ~~maintain~~or ~~effective~~controller, ~~supplier~~or ~~selection~~persons ~~and~~performing ~~procurement~~similar ~~practices~~functions ~~could~~and ~~adversely~~are ~~affect~~required ~~the Company’s ability~~ to ~~deliver~~acknowledge ~~desired products to customers~~ and ~~adversely~~agree ~~affect the Company’s ability~~ to ~~attract~~on ~~and~~a ~~retain~~regular ~~customers,~~basis. ~~decreasing~~There ~~competitive~~can ~~advantage.~~be Ano ~~failure~~assurance ~~to maintain~~that anthese ~~efficient~~measures ~~supply~~will ~~and~~be ~~logistics~~effective ~~chain may adversely affect the Company’s ability~~ to ~~sustain~~prevent ~~and~~violations ~~meet~~of ~~growth~~law ~~objectives~~or ~~and~~unethical ~~maintain margins~~business practices.

~~Business~~The ~~Continuity~~Company could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

~~The~~In ~~Company~~recent ~~may~~years, bethere ~~subject~~has tobeen ~~unexpected~~significant ~~or critical~~litigation ~~events~~involving patents and ~~natural~~other ~~hazards,~~intellectual ~~including~~property ~~severe~~rights ~~weather~~in ~~events,~~the ~~interruption~~software ofindustry. ~~utilities~~Companies providing software are increasingly bringing and ~~infrastructure~~becoming orsubject ~~occurrence~~to suits alleging infringement of ~~pandemics~~proprietary rights, ~~which~~ ~~could~~particularly ~~cause~~patent ~~sudden~~rights, orand ~~complete~~the ~~cessation~~Company faces a higher risk of ~~its~~being ~~day-to-day~~the ~~operations~~subject of intellectual property infringement claims. The Company isdoes not currently ~~preparing~~have ~~for~~a patent portfolio, which could prevent it from deterring patent infringement claims through its own patent portfolio, and the Company’s competitors and others may now and in the future ~~waves~~have significantly larger and more mature patent portfolios than the Company has. The risk of ~~COVID-19~~patent litigation ~~along~~has ~~with~~been ~~other~~amplified ~~pandemics~~by ~~that~~the ~~could~~increase ~~occur.~~in ~~However~~the number of a type of patent holder, nowhich the Company refers to as a non-practicing entity, whose sole business is to assert such ~~plan~~claims ~~can~~and ~~eliminate~~against ~~the~~whom ~~risks~~its ~~associated~~own ~~with~~intellectual ~~events~~property ofportfolio ~~this~~may ~~magnitude~~provide little deterrent value. ~~Any~~The ~~failure~~Company tocould ~~respond~~incur ~~effectively~~substantial costs in prosecuting or ~~appropriately~~defending any intellectual property litigation. If the Company sues to ~~such~~enforce its ~~events~~rights ~~could~~or ~~adversely~~is ~~affect~~sued by a third party that claims that the Company’s ~~operations~~solution infringes its rights, ~~reputation~~the litigation could be expensive and ~~financial~~could divert its management resources. As of the date of this form 10-K, the Company has not received any written notice of an infringement ~~results~~claim, invitation to license, or other intellectual property infringement action.

~~Ethical~~Any ~~Business~~intellectual ~~Conduct~~property litigation to which the Company might become a party, or for which it is required to provide indemnification, may require the Company to do one or more of the following:

~~Any~~● ~~failure~~Cease ofselling ~~the Company to adhere to its policies, law~~ or ~~ethical~~using ~~business~~products ~~practices~~that ~~could~~incorporate ~~significantly~~the ~~affect~~intellectual ~~its~~property ~~reputation~~that ~~and brands and could therefore negatively impact~~ the Company’s ~~financial~~allegedly performance. The Company’s framework for managing ethical business conduct includes the adoption of a code of business conduct and ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and are required to acknowledge and agree to on a regular basis. There can be no assurance that these measures will be effective to prevent violations of law or unethical business practices.infringe;

9● Make substantial payments for legal fees, settlement payments or other costs or damages;

~~The~~● ~~Company~~Obtain ~~could~~a ~~incur~~license, ~~substantial~~which ~~costs~~may ~~as a~~not ~~result~~be ofavailable ~~any~~on ~~claim~~reasonable ofterms ~~infringement~~or ofat ~~another~~all, ~~party’s~~to ~~intellectual~~sell ~~property~~or ~~rights.~~use the relevant technology; or

In● ~~recent~~Redesign ~~years, there has been significant litigation involving patents and other intellectual property rights in~~ the ~~software~~allegedly ~~industry.~~infringing ~~Companies~~products ~~providing software are increasingly bringing and becoming subject~~ to ~~suits~~avoid ~~alleging~~ infringement ~~of proprietary rights~~, ~~particularly patent rights, and the Company faces a higher risk of being the subject of intellectual property infringement claims. The Company does not currently have a patent portfolio,~~ which ~~could~~ prevent it from deterring patent infringement claims through its own patent portfolio, and the Company’s competitors and others may now and in the future have significantly larger and more mature patent portfolios than the Company has. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder, which the Company refers to as a non-practicing entity, whose sole business is to assert such claims and against whom its own intellectual property portfolio may provide little deterrent value. The Company could incur substantial costs in prosecuting or defending any intellectual property litigation. If the Company sues to enforce its rights or is sued by a third party that claims that the Company’s solution infringes its rights, the litigation could be ~~expensive and could divert its management resources. As of the date of this Prospectus~~costly, ~~the~~time-consuming ~~Company has not received any written notice of an infringement claim, invitation to license,~~ or ~~other intellectual property infringement action~~impossible.

~~Any~~If ~~intellectual~~the ~~property~~Company ~~litigation~~is required to ~~which~~make ~~the~~substantial payments ~~Company~~or ~~might~~undertake ~~become~~any of the other actions noted above as a ~~party,~~result orof ~~for~~any ~~which~~intellectual property infringement claims against it isor ~~required~~any obligation to ~~provide~~indemnify ~~indemnification,~~its ~~may~~customers ~~require~~for ~~the~~such ~~Company~~claims, tosuch dopayments ~~one~~ or ~~more~~actions ofcould harm the ~~following:~~ Company’s business.

●The ~~Cease~~Company’s ~~selling~~failure orto ~~using~~protect ~~products~~personal information ~~that~~adequately ~~incorporate~~and ~~the~~breaches ~~intellectual~~in ~~property~~cyber ~~that~~security ~~the~~and ~~Company~~data ~~allegedly~~protection ~~infringe;~~could have an adverse effect on its business.

●A ~~Make~~wide ~~substantial~~variety ~~payments~~of ~~for~~provincial, ~~legal~~state, ~~fees~~national, and ~~settlement~~international ~~payments~~laws orand regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing ~~costs~~of personal data. These data protection and privacy-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions. Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against the Company, including fines, imprisonment of company officials and public censure, claims for damages; by customers and other affected individuals, damage to the Company’s reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on the Company’s operations, financial performance, and business. Evolving and changing definitions of personal data and personal information, within the European Union, the United States, and elsewhere, especially relating to classification of IP addresses, machine identification, location data, and other information, may limit or inhibit the Company’s ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of data. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to the Company, harm its reputation and inhibit adoption of its products by current and future customers, and adversely affect the Company’s business, financial condition, and operating results.

~~● Obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or~~9

●The ~~Redesign~~Company has implemented and maintained security measures intended to protect personally identifiable information. However, the ~~allegedly~~Company’s ~~infringing~~security ~~products~~measures remain vulnerable to various ~~avoid~~threats ~~infringement~~posed by hackers and criminals. If the Company’s security measures are overcome and any personally identifiable information that the Company collect or store becomes subject to unauthorized access, ~~which~~it ~~could~~may be required to comply with costly and burdensome breach notification obligations. The Company may also be subject to investigations, ~~time-consuming~~enforcement oractions ~~impossible~~and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a negative effect on the Company’s business.

IfLimitations ~~the~~of ~~Company~~Director isLiability ~~required~~and ~~to make substantial payments~~Indemnification ~~or undertake any~~ of ~~the~~Directors ~~other~~and ~~actions~~Officers ~~noted~~and ~~above as a result of any intellectual property infringement claims against it or any obligation to indemnify its customers for such claims, such payments or actions could harm the Company’s business~~Employees.

The Company’s ~~failure~~certificate of incorporation limits the liability of directors to ~~protect~~the ~~personal~~maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will ~~information~~not ~~adequately~~be ~~and~~personally ~~breaches~~liable infor ~~cyber~~monetary ~~security~~damages ~~and~~for ~~data~~breach ~~protection~~of ~~could~~their ~~have~~fiduciary anduties ~~adverse~~as ~~effect~~directors, onexcept ~~its~~for ~~business.~~liability for any:

A● ~~wide~~Breach ~~variety~~ of ~~provincial,~~their ~~state,~~duty ~~national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing~~ of ~~personal~~ ~~data.~~loyalty These data protection and privacy-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions. Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to ~~privacy, data protection and data security, and any relevant claims, could result in enforcement action against~~ the Company, including fines, imprisonment of company officials and public censure, claims for damages by customers and other affected individuals, damage to the Company’s reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on the Company’s operations, financial performance, and business. Evolving and changing definitions of personal data and personal information, within the European Union, the United States, and elsewhere, especially relating to classification of IP addresses, machine identification, location data, and other information, may limit or ~~inhibit the Company’s ability to operate or expand~~ its business, including limiting strategic partnerships that may involve the sharing of data. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to the Company, harm its reputation and inhibit adoption of its products by current and future customers, and adversely affect the Company’s business, financial condition, and operating results.shareholders;

~~The~~● ~~Company~~Act ~~has~~or ~~implemented~~omission ~~and~~not ~~maintained~~in ~~security measures~~good ~~intended~~faith toor protect personally identifiable information. However, the Company’s security measures remain vulnerable to various threats posed by hackers and criminals. If the Company’s security measures are overcome and any personally identifiable information that ~~the~~involves ~~Company~~intentional ~~collect~~misconduct or store becomes subject to unauthorized access, it may be required to comply with costly and burdensome breach notification obligations. The Company may also be subject to investigations, enforcement actions and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a ~~negative~~knowing ~~effect~~violation onof ~~the Company’s business.~~law;

10● Unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

~~Limitations~~● ofTransactions ~~Director~~for ~~Liability~~which ~~and~~the ~~Indemnification of~~directors ~~Directors~~derived ~~and~~an ~~Officers~~improper ~~and~~personal ~~Employees~~benefit.

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. The Company’s ~~certificate~~bylaws ofprovide ~~incorporation~~that ~~limits the~~it ~~liability~~will ofindemnify its directors, officers and employees to the ~~maximum~~fullest extent permitted by law. The Company’s bylaws also provide that the Company is obligated to advance expenses incurred by ~~Delaware~~a ~~law~~director or officer in advance of the final disposition of any action or proceeding. ~~Delaware~~The ~~law~~Company ~~provides~~believes that these bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The limitation of aliability ~~corporation~~in ~~will~~the Company’s certificate of incorporation ~~not~~and bebylaws ~~personally~~may ~~liable~~discourage ~~for~~shareholders ~~monetary~~from ~~damages~~bringing a lawsuit against directors for breach of their fiduciary duties. asThey may also reduce the likelihood of derivative litigation against directors and officers, ~~except~~even ~~for~~though ~~liability~~an ~~for~~action, ~~any:~~if successful, might provide a benefit to the Company and its shareholders. The Company’s results of operations and financial condition may be harmed to the extent it pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

●Limitation ~~Breach~~on ofremedies ~~their~~and ~~duty of loyalty to the Company or its shareholders;~~indemnification.

●The ~~Act~~Company’s orcertificate ~~omission~~of ~~not~~incorporation, as inamended ~~good~~from ~~faith~~time orto time, provides that ~~involves~~officers, ~~intentional~~directors, ~~misconduct~~employees and other agents and their affiliates shall only be liable to the Company and its shareholders for losses, judgments, liabilities and expenses that result from the fraud or aother ~~knowing~~breach ~~violation~~of fiduciary obligations. Additionally, the Company intends to enter into corporate indemnification agreements with each of its officers and directors consistent with industry practice. Thus, certain alleged errors or omissions might not be actionable by the Company. The Company’s governing instruments also provide that, under the broadest circumstances allowed under law;, the Company must indemnify its officers, directors, employees and other agents and their affiliates for losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, including liabilities under applicable securities laws.

●Uncertainty ~~Unlawful payments~~ of ~~dividends~~Use ~~or unlawful stock repurchases or redemptions as provided in Section 174~~ of ~~the Delaware General Corporation Law; or~~Available Funds

●Although ~~Transactions~~the ~~for~~Company ~~which~~has set out its intended use of available funds, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the ~~directors~~application ~~derived~~of ansuch ~~improper~~proceeds. ~~personal~~The ~~benefit~~failure by the Company to apply these funds effectively could have a material adverse effect on the Company's business, including the Company's ability to achieve its stated business objectives.

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. The Company’s bylaws provide that it will indemnify its directorsLegal, ~~officers~~Taxation and employees to the fullest extent permitted by law. The Company’s bylaws also provide that the Company is obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. The Company believes that these bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The limitation of liability in the Company’s certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to the Company and its shareholders. The Company’s results of operations and financial condition may be harmed to the extent it pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.Accounting

~~Limitation~~Changes to any of the various federal and provincial laws, rules and regulations related to the Company’s business could have a material impact on ~~remedies~~its financial results. Compliance with any proposed changes could also result in significant cost to the Company. Failure to fully comply with various laws and ~~indemnification~~rules and regulations may expose the Company to proceedings which may materially affect its performance.

The Company’s certificate of incorporation, as amended from time to time, provides that officers, directors, employees and other agents and their affiliates shall only be liable to the Company and its shareholders for losses, judgments, liabilities and expenses that result from the fraud or other breach of fiduciary obligations. Additionally, the Company intends to enter into corporate indemnification agreements with each of its officers and directors consistent with industry practice. Thus, certain alleged errors or omissions might not be actionable by the Company. The Company’s governing instruments also provide that, under the broadest circumstances allowed under law, the Company must indemnify its officers, directors, employees and other agents and their affiliates for losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, including liabilities under applicable securities laws.10

~~Uncertainty~~Similarly, income tax regulations and/or accounting pronouncements may be changed in ways which could negatively affect the Company. The Company mitigates the risk of ~~Use~~non-compliance with the various laws and rules and regulations by monitoring for newly adopted activities, improving technology systems and controls, improving internal controls to detect and prevent errors and overall application of ~~Available~~more scrutiny to ensure compliance. In the ordinary course of ~~Funds~~business, the Company is subject to ongoing audits by tax authorities. While the Company believes that its tax filing positions are appropriate and supportable, from time to time certain matters are reviewed and challenged by the tax authorities.

~~Although~~Dependence ~~the~~on ~~Company~~key ~~has~~management ~~set~~personnel ~~out its intended use of available funds, these intended uses are estimates only~~ and ~~subject to change. While management does not contemplate any material variation,~~outside management does retain broad discretion in the application of such proceeds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company's business, including the Company's ability to achieve its stated business objectives.contractors

~~Legal~~The Company heavily relies on its officers and directors, as ~~Taxation~~well as its professional advisors. The loss of their services may have a material adverse effect on the Company and ~~Accounting~~its future prospects. There can be no assurance that any one or all of the officers and directors of, and contractors engaged by, the Company will continue in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors.

~~Changes~~The toCompany ~~any~~is ofdependent upon the ~~various~~continued ~~federal~~ support and ~~provincial laws,~~involvement ~~rules~~of a number of key management personnel and ~~regulations~~outside ~~related~~contractors. Investors must be willing to ~~the~~rely ~~Company~~to a significant extent on management’s ~~business~~discretion ~~could~~and ~~have~~judgment, aas ~~material~~well ~~impact~~as onthe ~~its~~expertise ~~financial~~and ~~results.~~competence ~~Compliance with~~of ~~any~~outside ~~proposed~~contractors. ~~changes~~The ~~could~~Company ~~also~~does ~~result~~not have in ~~significant~~place ~~cost~~formal toprograms ~~the~~for ~~Company~~succession and training of management. ~~Failure~~The toloss ~~fully~~of ~~comply~~one ~~with~~or ~~various~~more ~~laws~~of ~~and~~these ~~rules~~key ~~and~~employees or contractors, if ~~regulations~~not ~~may~~replaced, ~~expose~~could adversely affect the Company’s tobusiness, ~~proceedings~~results ~~which~~of ~~may~~operations ~~materially~~and ~~affect~~financial ~~its performance~~condition.

~~Similarly,~~The ~~income~~number ~~tax~~of ~~regulations~~persons ~~and/or~~skilled ~~accounting~~in handling food allergies ~~pronouncements~~and ~~may~~common befood ~~changed~~service inpractices ~~ways~~is ~~which~~limited ~~could~~and ~~negatively~~competition ~~affect~~for ~~the~~such ~~Company.~~persons ~~The~~can ~~Company~~be ~~mitigates~~high. As the ~~risk~~Company’s ofbusiness ~~non-compliance~~activity ~~with~~grows, the ~~various~~Company ~~laws~~will ~~and~~require ~~rules~~additional qualified personnel, key financial and ~~regulations~~administrative bypersonnel ~~monitoring~~as ~~for~~well ~~newly~~as ~~adopted~~additional ~~activities,~~staff. ~~improving~~There is ~~technology~~no ~~systems~~assurance ~~and~~that ~~controls,~~the ~~improving internal~~Company ~~controls~~will tobe ~~detect~~successful ~~and~~in ~~prevent~~attracting, ~~errors~~training and ~~overall~~retaining ~~application~~qualified ofpersonnel ~~more~~as ~~scrutiny~~competition tofor ~~ensure~~persons with ~~compliance.~~these Inskill ~~the~~sets ~~ordinary~~increases. ~~course~~If ~~of business,~~ the Company is ~~subject~~not tosuccessful ~~ongoing~~in ~~audits~~attracting, bytraining ~~tax~~and ~~authorities.~~retaining ~~While~~qualified personnel, the ~~Company~~efficiency of ~~believes that~~ its ~~tax~~store ~~filing~~operations ~~positions~~could ~~are~~be ~~appropriate and supportable~~impaired, ~~from~~which ~~time~~could tohave ~~time~~an ~~certain~~adverse ~~matters~~impact ~~are~~on ~~reviewed~~its ~~and~~results ~~challenged~~of byoperations ~~the~~and ~~tax~~financial ~~authorities~~condition.

~~Dependence~~Risks onRelated ~~key~~to ~~management~~the ~~personnel~~Company’s ~~and~~Common ~~outside~~Shares ~~contractors~~

AsThe ~~indicated~~Company inhas ~~“Employees and Specialized Skill and Knowledge”,~~ the ~~Company~~ability ~~heavily~~to ~~relies~~issue ~~on its officers and directors, as well as its professional~~additional ~~advisors.~~shares ~~The loss~~ of ~~their services may have a material adverse effect on the Company and~~ its ~~future~~Common ~~prospects.~~Shares ~~There can be no assurance that any one or all of the officers~~ and ~~directors~~shares of, ~~and~~preferred ~~contractors~~stock ~~engaged~~without ~~by,~~asking ~~the~~for ~~Company~~shareholder ~~will continue in the employ of~~approval, orwhich incould acause ~~consulting~~investments ~~capacity~~ to, ~~the Company or that they will not set up competing businesses or accept positions with~~be ~~competitors~~diluted.

11The Company’s certificate of incorporation authorizes the Board of Directors to issue up to twelve billion Common Shares and up to one million shares of “blank check” preferred stock. The power of the Board of Directors to issue Common Shares, preferred stock or warrants or options to purchase Common Shares or preferred stock is generally not subject to shareholder approval. Accordingly, any additional issuance of the Company’s Common Shares, or preferred stock that may be convertible into Common Shares, may have the effect of diluting an investment, and the new securities may have rights, preferences and privileges senior to those of the Company’s Common Shares.

~~The~~Substantial ~~Company~~sales isof ~~dependent upon~~ the ~~continued support and involvement of a number of key management personnel and outside contractors. Investors must be willing to rely to a significant extent on management~~Company’s ~~discretion and judgment, as well as the expertise and competence of outside contractors. The Company does not have~~stock inmay ~~place~~impact ~~formal~~on ~~programs for succession and training of management. The loss of one or more of these key employees or contractors, if not replaced, could adversely affect~~ the ~~Company’s~~market ~~business,~~price ~~results~~ of ~~operations~~its ~~and~~Common ~~financial condition~~Shares.

~~The~~Future ~~number~~sales of ~~persons~~substantial ~~skilled~~amounts inof ~~handling~~the ~~food allergies~~Company’s ~~and~~Common ~~common~~Shares, ~~food~~including ~~service~~shares ~~practices~~that isit ~~limited~~may ~~and~~issue ~~competition~~upon ~~for~~exercise ~~such~~of ~~persons~~options ~~can~~and bewarrants, ~~high.~~could Asadversely affect the ~~Company’s~~market ~~business~~price ~~activity~~of ~~grows,~~ the Company’s ~~will~~Common ~~require~~Shares. ~~additional qualified personnel~~Further, ~~key~~if ~~financial~~the ~~and~~Company ~~administrative~~raises ~~personnel as well as~~ additional ~~staff.~~funds ~~There is~~through ~~no assurance that~~ the ~~Company~~issuance ~~will~~of beCommon ~~successful~~Shares inor ~~attracting,~~securities ~~training~~convertible into ~~and~~or ~~retaining~~exercisable ~~qualified personnel as competition~~ for ~~persons with~~Common ~~these~~Shares, ~~skill~~the ~~sets~~percentage ~~increases.~~ownership Ifof the Company’s isshareholders ~~not~~will ~~successful~~be ~~in attracting~~reduced, ~~training~~ and ~~retaining qualified personnel,~~ the ~~efficiency of~~price of its ~~store~~Common ~~operations~~Shares ~~could~~may ~~be impaired, which could have an adverse impact on its results of operations and financial condition~~fall.

~~Risks~~The ~~Related~~Company’s Common Shares is thinly traded, and investors may be unable to sell some or all of their shares at the price they would like, or at all, and sales of large blocks of shares may depress the price of the Company’s Common Shares .

The Company’s Common Shares has historically been sporadically or thinly-traded, meaning that the ~~ability~~number toof ~~issue~~persons ~~additional~~ interested in purchasing shares of ~~its~~the Company’s Common Shares at ~~and~~prevailing prices at any given time may be relatively small or nonexistent. As a consequence, there may be periods of several days or more when trading activity in shares of ~~preferred~~its ~~stock~~Common ~~without~~Shares ~~asking~~is ~~for~~minimal ~~shareholder~~or ~~approval~~non-existent, ~~which~~as ~~could~~compared ~~cause~~to ~~investments~~a toseasoned beissuer that has a large ~~diluted~~and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

The Company’s certificate of incorporation authorizes the Board of Directors to issue up to twelve billion Common Shares and up to one million shares of “blank check” preferred stock. The power of the Board of Directors to issue Common Shares, preferred stock or warrants or options to purchase Common Shares or preferred stock is generally not subject to shareholder approval. Accordingly, any additional issuance of the Company’s Common Shares, or preferred stock that may be convertible into Common Shares, may have the effect of diluting an investment, and the new securities may have rights, preferences and privileges senior to those of the Company’s Common Shares.11

~~Substantial~~This ~~sales~~could lead to wide fluctuations in the Company’s share price. Investors may be unable to sell their Common Shares at or above their purchase price, which may result in substantial losses. Also, as a consequence of this lack of liquidity, the trading of relatively small quantities of shares by the Company’s ~~stock~~shareholders may ~~impact~~disproportionately oninfluence the ~~market~~price of shares of the Company’s Common Shares in either direction. The price of shares of the Company’s Common Shares could, for example, decline precipitously in the event a large number of shares of its Common Shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price.

~~Future~~The ~~sales of substantial amounts of the~~ Company~~’s Common~~ ~~Shares,~~does ~~including~~not ~~shares~~intend ~~that~~to itpay ~~may~~any ~~issue~~cash dividends ~~upon~~on ~~exercise~~its ~~of options and warrants, could adversely affect the market price of the Company’s~~ Common Shares. ~~Further,~~in if the ~~Company~~near ~~raises~~future, ~~additional~~so ~~funds~~its ~~through~~shareholders ~~the~~will ~~issuance~~not ofbe ~~Common~~able ~~Shares~~to orreceive ~~securities~~a ~~convertible into~~return oron ~~exercisable~~their ~~for~~shares ~~Common~~unless ~~Shares, the percentage ownership of the Company’s shareholders will be reduced, and the price of~~they ~~its~~sell ~~Common~~their ~~Shares may fall~~shares.

The Company’s ~~Common~~intends ~~Shares~~to isretain ~~thinly~~any future earnings ~~traded,~~to finance the development and ~~investors~~expansion ~~may~~of beits ~~unable~~business. toThe ~~sell~~Company ~~some~~does ornot ~~all~~anticipate ofpaying ~~their~~any ~~shares~~cash atdividends on its Common Shares in the ~~price~~foreseeable ~~they~~future. ~~would~~There ~~like,~~is orno atassurance ~~all~~that future dividends will be paid, and ~~sales~~if ofdividends ~~large~~are ~~blocks~~paid, there is no assurance with respect to the amount of ~~shares~~any ~~may~~such ~~depress~~dividend. Unless the ~~price~~Company ofpays dividends, the Company’s ~~Common~~shareholders ~~Shares~~will not be able to receive a return on their shares unless they sell such shares.

~~The~~Penny ~~Company’s~~stock ~~Common~~rules ~~Shares~~may ~~has~~make ~~historically been~~buying ~~sporadically~~ or ~~thinly-traded, meaning that~~ selling the ~~number of persons interested in purchasing shares of the~~ Company’s ~~Common~~securities ~~Shares at~~difficult ~~prevailing~~which ~~prices at any given time~~ may bemake ~~relatively small or nonexistent. As a consequence, there may be periods of several days or more when trading activity in shares of~~ its ~~Common~~stock ~~Shares~~less isliquid ~~minimal~~and ormake ~~non-existent,~~it asharder ~~compared~~for investors to abuy ~~seasoned issuer that has a large~~ and ~~steady~~sell ~~volume~~the ~~of trading activity that will generally support continuous sales without an adverse effect on share price~~Company’s shares.

~~This~~Trading ~~could~~in ~~lead~~the Company’s securities is subject to ~~wide~~the ~~fluctuations~~SEC’s penny stock rules and it is anticipated that trading in the Company’s ~~share~~ ~~price.~~securities ~~Investors~~will ~~may~~continue to be ~~unable~~ subject to ~~sell~~the ~~their~~penny ~~Common~~stock ~~Shares~~rules atfor orthe ~~above~~foreseeable ~~their~~future. ~~purchase~~The ~~price,~~SEC ~~which~~has ~~may~~adopted ~~result~~regulations inthat ~~substantial~~generally ~~losses.~~define a penny stock to be any equity ~~Also,~~security asthat has a ~~consequence~~market price of ~~this~~less ~~lack~~than of$5.00 ~~liquidity~~per share, ~~the~~subject ~~trading~~to ofcertain ~~relatively~~exceptions. ~~small~~These ~~quantities~~rules ofrequire ~~shares~~that byany broker-dealer who recommends the Company’s ~~shareholders may~~securities ~~disproportionately~~to ~~influence~~persons other than prior customers and accredited investors must, prior to the ~~price~~sale, make ofa ~~shares~~special ofwritten suitability determination for the ~~Company~~purchaser and receive the purchaser’s ~~Common~~written ~~Shares~~agreement into ~~either~~execute ~~direction~~the transaction. ~~The~~Unless ~~price~~an ofexception ~~shares~~is of available, the ~~Company’s~~regulations ~~Common~~require ~~Shares~~the ~~could~~delivery, ~~for~~prior ~~example,~~to ~~decline~~any ~~precipitously~~transaction ininvolving ~~the~~a ~~event~~penny stock, of a ~~large~~disclosure ~~number~~schedule ofexplaining ~~shares~~the ofpenny ~~its~~stock ~~Common~~market ~~Shares are~~and ~~sold~~the onrisks associated with trading in the ~~market~~penny ~~without~~stock ~~commensurate~~market. ~~demand~~In addition, broker-dealers asmust ~~compared~~disclose commissions payable to aboth ~~seasoned~~the ~~issuer~~broker-dealer ~~that~~and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in the Company’s securities, which could ~~better~~severely ~~absorb~~limit ~~those~~the ~~sales~~liquidity ~~without~~of ~~adverse~~the Company’s securities ~~impact~~and onconsequently ~~its~~adversely ~~share~~affect the market price for its securities.

The ~~Company~~Financial ~~does~~Industry ~~not~~Regulatory ~~intend to pay any cash~~Authority ~~dividends~~(FINRA) onsales ~~its~~practice ~~Common~~requirements ~~Shares~~may inalso ~~the~~limit ~~near~~a ~~future,~~shareholder’s soability ~~its shareholders will not be able~~ to ~~receive~~buy aand ~~return~~sell onthe ~~their~~Company’s ~~shares~~Common ~~unless they sell their shares~~Shares.

~~The~~In ~~Company~~addition ~~intends~~ to ~~retain~~the ~~any~~penny ~~future~~stock ~~earnings to~~rules ~~finance~~described above, the ~~development~~Financial ~~and~~Industry ~~expansion~~Regulatory ofAuthority ~~its~~(FINRA) ~~business.~~has ~~The~~adopted ~~Company~~rules ~~does~~that ~~not~~require ~~anticipate~~that ~~paying~~in ~~any~~recommending ~~cash~~an ~~dividends~~investment onto ~~its~~a ~~Common~~customer, ~~Shares~~a inbroker-dealer ~~the~~must ~~foreseeable~~have ~~future.~~reasonable ~~There~~grounds for believing that the investment is nosuitable ~~assurance~~for that ~~future~~customer. ~~dividends~~Prior ~~will~~to berecommending ~~paid,~~speculative low-priced ~~and~~securities ifto ~~dividends~~their ~~are~~non-institutional ~~paid~~customers, ~~there~~broker-dealers ismust nomake ~~assurance with~~reasonable ~~respect~~efforts to obtain information about the customer’s ~~amount~~financial ofstatus, ~~any~~tax ~~such~~status, ~~dividend~~investment objectives and other information. ~~Unless~~Under ~~the~~interpretations ~~Company~~of ~~pays~~these ~~dividends~~rules, the FINRA ~~Company’s~~believes ~~shareholders~~that there is a high probability that speculative low-priced securities will not be ~~able~~suitable for at least some customers. toThe ~~receive~~FINRA arequirements ~~return~~make onit more difficult for broker-dealers to recommend that their ~~shares~~customers ~~unless~~buy ~~they~~the Company’s Common Shares, which may limit your ability to buy and sell ~~such~~the Company’s Common Shares and have an adverse effect on the market for shares of its Common Shares.

12The preparation of the Company’s consolidated financial statements involves the use of estimates, judgments and assumptions, and the Company’s consolidated financial statements may be materially affected if such estimates, judgments or assumptions prove to be inaccurate.

~~Penny~~Financial ~~stock~~statements ~~rules~~prepared in accordance with accounting principles generally accepted in the U.S. GAAP typically require the use of estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may ~~make~~occur ~~buying~~from orperiod ~~selling~~to period over time. Significant areas of accounting requiring the ~~Company~~application of management’s ~~securities~~judgment ~~difficult~~include, ~~which~~but ~~may~~are ~~make~~not ~~its~~limited ~~stock~~to, ~~less~~determining ~~liquid~~the fair value of assets and ~~make~~the ittiming ~~harder~~and ~~for~~amount ~~investors~~of tocash ~~buy~~flows from assets. These estimates, judgments and ~~sell~~assumptions are inherently uncertain and, if the Company’s ~~shares~~estimates were to prove to be wrong, the Company would face the risk that charges to income or other financial statement changes or adjustments would be required. Any such charges or changes could harm the Company’s business, including its financial condition and results of operations and the price of its securities.

~~Trading~~See ~~in the Company~~“Management’s ~~securities~~Discussion isand ~~subject~~Analysis toof ~~the~~Financial ~~SEC’s~~Condition ~~penny stock rules~~ and itResults isof ~~anticipated~~Operations” ~~that trading in the Company’s securities will continue to be subject to the penny stock rules~~ for ~~the foreseeable future. The SEC has adopted regulations that generally define~~ a ~~penny~~discussion ~~stock to be any equity security that has a market price~~ of ~~less~~the ~~than~~accounting ~~$5.00 per share~~estimates, ~~subject~~judgments toand ~~certain~~assumptions ~~exceptions. These rules require~~ that ~~any broker-dealer~~ ~~who recommends~~ the Company’s ~~securities~~believes toare ~~persons other than prior customers and accredited investors must, prior to~~ the ~~sale, make~~most acritical ~~special written suitability determination for the purchaser and receive the purchaser’s written agreement~~ to ~~execute the transaction. Unless~~ an ~~exception~~understanding ~~is available, the regulations require the delivery, prior to any transaction involving a penny stock,~~ of aits ~~disclosure~~consolidated ~~schedule~~financial ~~explaining~~statements ~~the penny stock market~~ and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in the Company’s securities, which could severely limit the liquidity of the Company’s securities and consequently adversely affect the market price for its ~~securities~~business.

~~The Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit a shareholder’s ability to buy and sell the Company’s Common Shares.~~12

InIf ~~addition~~securities toindustry ~~the~~analysts ~~penny~~do ~~stock~~not ~~rules described above,~~publish ~~the~~research ~~Financial~~reports ~~Industry~~on ~~Regulatory~~the ~~Authority (FINRA) has adopted rules that require that in recommending an investment to a customer~~Company, ~~a broker-dealer~~or ~~must~~publish ~~have~~unfavorable ~~reasonable~~reports ~~grounds~~on ~~for believing that~~ the ~~investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers~~Company, ~~broker-dealers~~then ~~must make reasonable efforts to obtain information about~~ the ~~customer’s~~ ~~financial~~market ~~status,~~price ~~tax status, investment objectives~~ and ~~other~~market trading ~~information.~~volume ~~Under interpretations~~ of ~~these rules,~~ the ~~FINRA~~ believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company’s Common Shares~~, which~~ ~~may~~could ~~limit~~be ~~your~~negatively ~~ability to buy and sell the Company’s Common Shares and have an adverse effect on the market for shares of its Common Shares~~affected.

~~The~~Any ~~preparation of~~trading market for the Company’s ~~consolidated~~Common Shares ~~financial~~will ~~statements~~be ~~involves~~influenced ~~the~~in ~~use~~part ofby ~~estimates,~~any research reports that securities industry analysts publish about it. The Company does not currently ~~judgments~~have and ~~assumptions~~may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of the Company, the market price and market trading volume of its Common Shares could be negatively affected. In the event the Company’s ~~consolidated~~are covered ~~financial~~by ~~statements~~analysts, ~~may~~and beone ~~materially~~or ~~affected~~more ifof such ~~estimates~~analysts downgrade the Company’s securities, ~~judgments~~or otherwise reports on it unfavorably, or ~~assumptions~~discontinues coverage ~~prove~~or tous, the market price and market trading volume of the Company’s Common Shares could be ~~inaccurate~~negatively affected.

~~Financial~~The statements prepared in accordance with accounting principles generally accepted in the U.S. GAAP typically require the use of estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to, determining the fair value of assets and the timing and amount of cash flows from assets. These estimates, judgments and assumptions are inherently uncertain and, if the Company’s ~~estimates~~ ~~were~~stock toprice ~~prove~~is tolikely ~~be wrong, the Company would face the risk that charges~~ to ~~income or other financial statement changes or adjustments~~ ~~would~~ be ~~required.~~highly ~~Any~~volatile ~~such~~because ~~charges~~of orseveral ~~changes could harm the Company’s business~~factors, including ~~its~~a ~~financial~~limited ~~condition~~public ~~and results of operations and the price of its securities~~float.

~~See~~The ~~“Management~~market price of the Company’s ~~Discussion~~Common ~~and Analysis~~Shares ofhas ~~Financial~~been ~~Condition~~volatile in the past and ~~Results~~the market price of ~~Operations”~~its ~~for~~Common aShares ~~discussion~~is oflikely ~~the~~to ~~accounting~~be ~~estimates,~~highly ~~judgments~~volatile ~~and~~in ~~assumptions~~the ~~that~~future. You may not be ~~the~~able ~~Company~~to ~~believes~~resell ~~are~~shares of the ~~most~~Company’s ~~critical~~Common toShares anfollowing ~~understanding~~periods of ~~its~~volatility ~~consolidated~~because ~~financial~~of ~~statements~~the ~~and~~market’s ~~its~~adverse ~~business~~reaction to volatility.

IfOther ~~securities~~factors ~~industry~~that ~~analysts~~could docause ~~not~~such ~~publish research~~volatility ~~reports on the Company~~may include, oramong ~~publish~~other ~~unfavorable reports on the Company, then the market price and market trading volume of the Company’s Common Shares could be negatively affected.~~things:

~~Any~~● ~~trading~~Actual ~~market~~or ~~for~~anticipated ~~the~~fluctuations ~~Company’s Common Shares will be influenced~~ in part by any research reports that securities industry analysts publish about it. The Company does not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of the ~~Company,~~ ~~the market price and market trading volume of its Common Shares could be negatively affected. In the event the~~ Company ~~are covered by analysts, and one or more of such analysts downgrade the Company~~’s ~~securities,~~operating ~~or otherwise reports on it unfavorably, or discontinues coverage or us, the market price and market trading volume of the Company’s Common Shares could be negatively affected.~~results;

● The ~~Company’s~~absence ~~stock~~of ~~price~~securities isanalysts ~~likely~~covering ~~to be~~the ~~highly~~Company ~~volatile~~and ~~because~~distributing ofresearch ~~several~~and ~~factors,~~recommendations ~~including~~about athe ~~limited public float.~~Company;

● The ~~market price of the~~ Company’s ~~Common Shares~~may ~~has~~have ~~been~~a ~~volatile~~low intrading ~~the~~volume ~~past~~for ~~and~~a ~~the~~number ~~market price~~ of ~~its~~reasons, ~~Common~~including ~~Shares~~that isa ~~likely~~large toportion ~~be highly volatile in the future. You may not be able to resell shares~~ of ~~the~~its ~~Company’s~~stock ~~Common~~is ~~Shares~~closely ~~following periods of volatility because of the market’s adverse reaction to volatility.~~held;

13● Overall stock market fluctuations;

~~Other~~● ~~factors~~Announcements ~~that~~concerning ~~could~~the ~~cause~~Company’s ~~such~~business ~~volatility~~or ~~may include,~~those ~~among~~of ~~other~~its ~~things:~~competitors;

● Actual or ~~anticipated~~perceived ~~fluctuations~~limitations inon the Company’s ~~operating~~ability ~~results~~to raise capital when the Company requires it, and to raise such capital on favorable terms;

● ~~The~~Conditions ~~absence~~or oftrends ~~securities~~in ~~analysts covering~~ the ~~Company and distributing research and recommendations about the Company~~industry;

● ~~The Company may have a low trading volume for a number of reasons, including that a large portion of its stock is closely held~~Litigation;

● ~~Overall~~Changes ~~stock~~in market ~~fluctuations~~valuations of other similar companies;

● ~~Announcements~~Future ~~concerning~~sales ~~the Company’s business or those~~ of ~~its~~Common ~~competitors~~Shares;

● ~~Actual~~Departure orof ~~perceived~~key ~~limitations~~personnel onor ~~the~~failure ~~Company’s ability~~ to ~~raise~~hire ~~capital~~key ~~when~~personnel; ~~the Company requires it,~~ and ~~to raise such capital on favorable terms;~~

● ~~Conditions~~General ormarket ~~trends in the industry;~~conditions.

●Any ~~Litigation;~~of these factors could have a significant and adverse impact on the market price of the Company’s Common Shares and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Company’s Common Shares and/or warrants, regardless of its actual operating performance.

●SRAX ~~Changes~~may sell a large number of shares, resulting in ~~market~~a ~~valuations~~substantial diminution to the value of ~~other~~shares ~~similar~~held ~~companies;~~by existing shareholders.

●Pursuant ~~Future~~to ~~sales~~the non-redeemable convertible notes and Series C Convertible Preferred Stock, the Company is prohibited from delivering a conversion notice to SRAX to the extent that the issuance of shares would cause SRAX to beneficially own more than 4.99% of the Company’s then-outstanding Common Shares. These restrictions; however, do not prevent SRAX from selling Common Shares received in connection with the non-redeemable convertible notes and Series C Convertible Preferred Stock and then receiving additional Common Shares in connection with a subsequent issuance. In this way, SRAX could sell more than 4.99% of the outstanding Common Shares in a relatively short time frame while never holding more than 4.99% at any one time. As a result, existing shareholders and new investors could experience substantial diminution in the value of their Common Shares. Additionally, the Company does not have the right to control the timing and amount of any sales by SRAX of the shares issued under the non-redeemable convertible notes and Series C Convertible Preferred Stock.

●Certain ~~Departure~~provisions of ~~key~~the ~~personnel~~General orCorporation Law ~~failure~~of tothe ~~hire~~State ~~key~~of ~~personnel;~~Delaware ~~and~~may have anti-takeover effects, which may make an acquisition of the Company by another company more difficult.

●The Company is subject to the provisions of Section 203 of the General ~~market~~Corporation ~~conditions~~Law of the State of Delaware, which prohibits a Delaware corporation from engaging in any business combination, including mergers and asset sales, with an interested shareholder (generally, a 15% or greater shareholder) for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner. The operation of Section 203 may have anti-takeover effects, which could delay, defer or prevent a takeover attempt that a holder of the Company’s Common Shares might consider in its best interest.

Any of these factors could have a significant and adverse impact on the market price of the Company’s Common Shares and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Company’s Common Shares and/or warrants, regardless of its actual operating performance.13

~~SRAX~~Provisions ~~may~~of ~~sell~~the aCompany’s ~~large~~certificate of ~~number~~incorporation ofand ~~shares,~~bylaws ~~resulting in~~may delay or prevent a ~~substantial~~takeover ~~diminution~~which tomay ~~the~~not ~~value~~be ofin ~~shares~~the ~~held~~best byinterests ~~existing~~of the Company’s shareholders.

~~Pursuant~~Provisions toof the ~~non-redeemable~~Company’s ~~convertible~~certificate ~~notes~~of ~~and~~incorporation ~~Series~~and Cits ~~Convertible~~bylaws ~~Preferred~~may ~~Stock,~~be ~~the~~deemed ~~Company is prohibited from delivering a conversion notice~~ to ~~SRAX~~have toanti-takeover ~~the~~effects, ~~extent~~which ~~that~~include ~~the~~when ~~issuance of~~and ~~shares~~by ~~would~~whom ~~cause~~special ~~SRAX~~meetings ~~to beneficially own more than 4.99%~~ of the Company’s ~~then-outstanding~~shareholders may ~~Common~~be ~~Shares.~~called, ~~These~~and ~~restrictions; however~~may delay, dodefer ~~not~~or prevent ~~SRAX~~a ~~from~~takeover ~~selling~~attempt. ~~Common~~Further, ~~Shares received in connection with~~ the ~~non-redeemable~~Company’s ~~convertible~~certificate ~~notes~~of ~~and~~incorporation, ~~Series~~as Camended, ~~Convertible~~authorizes ~~Preferred~~the ~~Stock~~issuance ~~and~~of ~~then~~up ~~receiving~~to ~~additional~~one ~~Common~~million ~~Shares~~(1,000,000) inshares ~~connection~~of preferred stock with asuch ~~subsequent~~rights ~~issuance.~~and Inpreferences ~~this~~as ~~way,~~may ~~SRAX~~be ~~could~~determined ~~sell~~from ~~more~~time ~~than~~to ~~4.99%~~time ofby the ~~outstanding~~Company’s ~~Common~~board ~~Shares~~of directors in atheir ~~relatively~~sole ~~short~~discretion. ~~time~~The ~~frame~~Company’s ~~while~~board ~~never~~of ~~holding~~directors ~~more~~may, ~~than 4.99% at any one~~without ~~time.~~shareholder ~~As a result~~approval, ~~existing~~issue ~~shareholders~~series ~~and~~of ~~new~~preferred ~~investors~~stock ~~could~~with ~~experience~~dividends, ~~substantial~~liquidation, ~~diminution~~conversion, invoting ~~the~~or ~~value~~other ofrights ~~their~~that ~~Common~~could ~~Shares.~~adversely ~~Additionally,~~affect the ~~Company~~voting ~~does~~power ~~not~~or ~~have~~other ~~the~~rights ~~right~~of ~~to control~~ the ~~timing~~holders ~~and amount~~ of ~~any sales by SRAX of~~ the ~~shares~~Company’s ~~issued~~Common ~~under the non-redeemable convertible notes and Series C Convertible Preferred Stock~~Shares.

~~Certain~~Substantial ~~provisions~~Number of ~~the~~Authorized ~~General~~but ~~Corporation~~Unissued ~~Law of the State of Delaware may have anti-takeover effects, which may make an acquisition of the Company by another company more difficult.~~Shares

The Company ishas ~~subject~~twelve tobillion ~~the~~(12,000,000,000) ~~provisions of Section~~Common ~~203~~Shares ofthat ~~the~~may ~~General~~be ~~Corporation~~issued ~~Law~~by of the ~~State~~Board ofwithout ~~Delaware,~~further ~~which~~action ~~prohibits~~or aapproval ~~Delaware~~of ~~corporation~~the ~~from~~Company's ~~engaging~~shareholders. in5,469,037,729 ~~any~~of ~~business~~those ~~combination,~~Common ~~including~~Shares ~~mergers~~are ~~and~~currently ~~asset~~issued ~~sales,~~and ~~with~~outstanding. anWhile ~~interested~~the ~~shareholder~~Board ~~(generally,~~is arequired ~~15%~~to orfulfill ~~greater~~its ~~shareholder)~~fiduciary ~~for~~obligations ain ~~period~~connection ofwith ~~three years after~~ the ~~date~~ issuance of ~~the~~such ~~transaction in which the person became an interested shareholder~~shares, ~~unless~~ the ~~business~~shares ~~combination~~may isbe ~~approved~~issued in a ~~prescribed~~transactions ~~manner.~~with ~~The~~which ~~operation~~not ofall ~~Section~~shareholders ~~203 may have anti-takeover effects~~agree, ~~which~~and ~~could~~the ~~delay,~~issuance ~~defer~~of orsuch ~~prevent~~shares awill ~~takeover attempt~~cause ~~that~~dilution ato ~~holder~~the ownership interests of the Company’'s ~~Common Shares might consider in its best interest~~shareholders.

~~Provisions of the Company’s certificate of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of the Company’s shareholders.~~Dilution

~~Provisions~~Future sales or issuances of ~~the~~equity ~~Company’s~~securities ~~certificate~~could decrease the value of ~~incorporation~~ the Common Shares, dilute shareholders' voting power and ~~its~~reduce ~~bylaws~~future ~~may~~potential beearnings ~~deemed~~per Common Share. The Company intends to ~~have~~sell ~~anti-takeover~~additional ~~effects,~~equity ~~which~~securities ~~include~~in ~~when~~subsequent ~~and~~offerings by(including ~~whom~~through ~~special~~the ~~meetings~~sale of ~~the~~securities ~~Company’s~~convertible ~~shareholders~~into ~~may~~Common beShares) ~~called,~~ and may ~~delay,~~issue ~~defer~~additional orequity ~~prevent~~securities ato ~~takeover~~finance ~~attempt.~~its ~~Further~~operations, ~~the~~development, ~~Company’s~~acquisition ~~certificate~~or ofother ~~incorporation,~~projects. ~~as amended,~~Substantial ~~authorizes~~additional ~~the~~financing ~~issuance~~may ofbe uprequired toby ~~one~~the ~~million~~Company. ~~(1,000,000)~~The ~~shares~~Company ofcannot ~~preferred~~predict ~~stock~~the ~~with~~size ~~such~~of ~~rights~~future sales and ~~preferences~~issuances asof ~~may~~equity ~~be determined~~securities ~~from~~or ~~time~~the toeffect, ~~time~~if byany, ~~the~~that ~~Company’s~~future ~~board~~sales and issuances of ~~directors~~equity insecurities ~~their~~will ~~sole~~have ~~discretion.~~on ~~The~~the ~~Company’s~~market ~~board~~price of ~~directors~~the ~~may,~~Common ~~without~~Shares. Sales ~~shareholder~~or ~~approval,~~issuances ~~issue series~~ of ~~preferred~~a ~~stock~~substantial ~~with~~number ~~dividends,~~of ~~liquidation,~~equity ~~conversion~~securities, ~~voting~~ or ~~other~~the ~~rights~~perception that such sales could occur, may adversely affect prevailing market prices for the ~~voting~~Common ~~power~~Shares. orWith ~~other~~any ~~rights~~additional sale or issuance of ~~the~~equity ~~holders~~securities, investors will suffer dilution of their voting power and may experience dilution in the Company’s earnings per Common ~~Shares~~Share.

14As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

~~Substantial~~Equity ~~Number of Authorized but Unissued Shares~~Compensation

The Company has ~~twelve~~historically, ~~billion~~to ~~(12~~a significant extent,~~000~~ compensated employees,~~000,000)~~ ~~Common Shares~~contractors ~~that~~and ~~may~~service beproviders ~~issued~~with byequity compensation to the ~~Board~~extent ~~without~~practicable. ~~further~~The ~~action~~Company ormay ~~approval~~face ofdifficulties in the ~~Company's~~future ~~shareholders.~~engaging ~~108~~service providers,~~740,329~~ ofconsultants ~~those~~or ~~Common~~employees ~~Shares~~ who are ~~currently~~willing ~~issued~~to ~~and~~be ~~outstanding.~~compensated ~~While~~with ~~the~~equity ~~Board~~of isthe ~~required~~Company torather than ~~fulfill~~cash, ~~its~~which ~~fiduciary~~could ~~obligations~~result in ~~connection~~a ~~with~~material ~~the~~adverse ~~issuance of~~impact ~~such~~on ~~shares,~~ the ~~shares~~Company ~~may~~and beits ~~issued~~business in ~~transactions~~the ~~with~~future. ~~which~~Additionally, ~~not~~compensation ~~all~~in the ~~shareholders~~form ~~agree,~~of ~~and~~equity of the ~~issuance~~Company ofwill ~~such~~result ~~shares~~in ~~will~~current ~~cause dilution~~shareholders toof the ~~ownership~~Company ~~interests~~suffering dilution of their voting power, and experiencing potential dilution in the Company'’s ~~shareholders~~earnings per Common Share.

Dilution

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce future potential earnings per Common Share. The Company intends to sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Common Shares) and may issue additional equity securities to finance its operations, development, acquisition or other projects. Substantial additional financing may be required by the Company. The Company cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in the Company’s earnings per Common Share.

As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Equity Compensation

The Company has historically, to a significant extent, compensated employees, contractors and service providers with equity compensation to the extent practicable. The Company may face difficulties in the future engaging service providers, consultants or employees who are willing to be compensated with equity of the Company rather than cash, which could result in a material adverse impact on the Company and its business in the future. Additionally, compensation in the form of equity of the Company will result in current shareholders of the Company suffering dilution of their voting power, and experiencing potential dilution in the Company’s earnings per Common Share.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT controls, governance, risk and compliance reviews.

We describe whether and how risks from cybersecurity threats are reasonably likely to materially affect us, including our results of operations and financial condition, under the heading “The Company’s failure to protect personal information adequately and breaches in cyber security and data protection could have an adverse effect on its business.” in Item 1A, “Description of Risk Factors” of Part I of this report.

We believe we maintain an information technology and cybersecurity program appropriate for a company our size, taking into account our operations and risks. We are committed to cybersecurity and vigilantly protecting all our resources and information from unauthorized access. Our cybersecurity approach incorporates external resources to manage and monitor the evolving threat landscape, effective board oversight of cybersecurity risks and knowledgeable teams responsible for preventing and detecting cybersecurity risks.

ITEM 2. PROPERTIES.

Our executive offices are located at ~~373~~141 ~~Joicey~~Piping ~~Blvd.,~~Rock ~~Nork York~~Road, ~~Ontario~~Locust Valley, ~~Canada~~New ~~M5M~~York ~~2W2~~11560. We ~~rent~~are ~~month~~currently tonot ~~month.~~paying ~~The current~~ rent for ~~our~~these ~~warehouse is CAD $1,700 per month~~offices.

We believe that these facilities are adequate for our current and near-term future needs.

ITEM 3. LEGAL PROCEEDINGS

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to temporary employee staffing business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We will accrue contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II

Market

Our common stock currently trades on the OTC Pinks under the symbol “TWOH” and the closing bid price of our common stock on ~~March~~April 2811, ~~2024~~2025 was $0.~~0011~~0048. Our common stock currently trades on a sporadic and limited basis.

Record Holders

The number of record holders of our common stock as of ~~March~~April 2811, ~~2024~~2025 was approximately 23, not including nominees of beneficial owners.

Cash Dividends

As of the date of this Report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, the general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Transfer Agent

The transfer agent and registrar for our common stock and Series A Convertible Preferred Stock is Transhare Corporation. The transfer agent’s address is 17755 US Highway 19 N Ste 140, Clearwater, FL 33764 and its telephone number is (303) 662-1112.

Options and Warrants

On October 1, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2020 Plan, the Board may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 200,000,000. At December 31, ~~2023~~2024, there are 0 shares of common stock available under the 2021 Plan.

Anti-takeover Provisions

Summarized in the following paragraphs are provisions included in our Certificate of Incorporation, as amended, and our Bylaws that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.

Effects of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable our Board to make more difficult or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If the Board were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our Certificate of Incorporation, as amended, grants our Board broad power to establish the rights and preferences of authorized and unissued shares of additional series of preferred stock. The creation and issuance of one or more additional series of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company.

Cumulative Voting. Our Certificate of Incorporation, as amended, does not provide for cumulative voting in the election of directors which would allow holders of less than a majority of the voting stock to elect some directors.

Vacancies. Section 223 of the Delaware General Corporation Law and our bylaws provide that all vacancies, including newly created directorships, may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Special Meeting of Stockholders. A special meeting of stockholders may be called by our Board or the Chairman of our Board and must be called by our Secretary at the request in writing of holders of record of a majority of our outstanding capital stock entitled to vote. The requirement that a majority of our outstanding capital stock is required to call a special meeting means that small stockholders will not have the power to call a special meeting to, for example, elect new directors.

Bylaws. Our bylaws authorize the board of directors to adopt, repeal, alter or amend our bylaws without shareholder approval.

Removal. Except as otherwise provided, a director may be removed from office with or without cause at any special meeting of stockholders by the affirmative vote of at least a majority of the voting power and outstanding stock entitled to vote.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended December 31, ~~2023~~2024, the Company issued the following unregistered securities.

● Issued 142,~~500~~259,~~000~~632,600 shares of common stock, with a fair value of $6225,~~110~~963,~~980,~~ for the settlement of non-redeemable convertible notes. Issued 1,156,998,300 shares of common stock, with a fair value of $115,700, for the settlement of promissory notes. Issued 32,000,000 shares of common stock for the conversion of 80 shares of Series C Convertible Preferred Stock.

ITEM 6. [RESERVED].

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Two~~The ~~Hands~~Company ~~Corporation~~is ~~(the~~focused ~~"Company")~~exclusively ~~was~~on the grocery ~~incorporated~~market inthrough ~~the~~its ~~state~~on-demand branch of ~~Delaware~~its ongrocery ~~April~~businesses: 3,Cuore ~~2009~~Food Services. The branch uses industry standard warehouse storage space and oninventory. ~~July~~The 26Company’s inventory is updated continuously and generally consists of produce, ~~2016~~meats, ~~changed~~pantry ~~its~~items, ~~name~~bakery & pastry goods, gluten-free goods, and organic items, acquired from ~~Innovative~~various ~~Product~~different ~~Opportunities~~suppliers ~~Inc.~~in Canada and internationally, with towhom ~~Two~~the ~~Hands~~Company ~~Corporation~~and its principals have cultivated long-term relationships.

~~The~~On ~~Two~~November ~~Hands~~16, ~~co-parenting application~~2016, ~~launched~~the onCompany ~~July~~changed ~~2018 and~~ the ~~Two Hands Gone application~~name ~~launched~~of Inits ~~February~~wholly ~~2019.~~owned ~~The~~subsidiary ~~Company~~from ~~ceased~~I8 ~~work~~Interactive ~~on these~~to ~~applications~~Two inHands ~~2021~~Canada Corporation.

The Company ~~gocart.city~~received ~~online~~approval ~~consumer~~from ~~grocery~~the ~~delivery~~Canadian ~~application was~~Securities ~~released~~Exchange in(the ~~early~~"CSE") ~~June~~to ~~2020~~list ~~and~~its ~~Cuore~~common ~~Food~~shares ~~Services~~(the ~~commenced~~"Common ~~sale~~Shares") on the CSE. Trading of ~~dry~~the ~~goods~~Common ~~and~~Shares ~~produce~~in tothe ~~other~~capital ~~businesses~~of inthe ~~July~~Company ~~2020~~commenced on August 5, 2022, under the symbol "TWOH".

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.16

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

Cuore Food Services

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

gocart.city

The Company sold the gocarty.city branch on May 1, 2023.

Grocery Originals

The Company sold the Grocery Originals branch on May 1, 2023.

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.

Management's Plan of Operation

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

In January 2025, the Company also announce its new business in the artisan crafted denim and premium combed Pima cotton yarns space in cooperation with Videlia Mills.

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:

18NET 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 December 31, 2024 and 2023, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, and Series C Stock of 1,167,136,632 shares and 5,056,999,100 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.

~~ADOPTED ACCOUNTING STANDARDS~~17

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was further amended by additional accounting standards updates issued by the FASB. The new standard replaced the incurred loss impairment methodology for recognizing credit losses with a new methodology that requires recognition of lifetime expected credit losses when a financial asset is originated or purchased, even if the risk of loss is remote. The new methodology (referred to as the current expected credit losses model, or "CECL") applies to most financial assets measured at amortized cost, including trade receivables, and requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses. The Company adopted the new standard effective January 1, 2023 using a modified retrospective transition approach, with the cumulative impact of $0.

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~~ own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim ~~periods~~ periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, ~~2014~~ 2024. ~~Early~~The ~~adoption~~Company isrecognizes ~~permitted~~there ~~but~~will nobe ~~earlier~~an ~~than~~impact ~~fiscal~~on ~~years~~how ~~beginning~~conversions ~~after~~are ~~December~~calculated ~~15,~~which ~~2020,~~may ~~including~~require ~~interim~~recognition ~~periods~~of ~~within those~~gains ~~fiscal~~or ~~years~~losses. The WeCompany ~~are~~adopted ~~currently~~ASU ~~evaluating~~2020-06 during the ~~impact~~year ofended ~~ASU~~December ~~2020-06~~31, on2024. ~~our~~See ~~consolidated~~Note ~~financial~~5. ~~statements~~Line of Credit for further detail.

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 adopted this new standard on January 1, 2024 and the adoption did not have a material impact on the consolidated 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.

19COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Sales, Cost of goods sold, Gross profit:

	Year ended December 31,						Change
	2023 $			2022 $			$			%
	2024 $			2023 $			$			%
Sales		~~783~~709,~~489~~526			~~731~~783,~~302~~489			52(73,~~187~~963	)		7(9	)
Cost of goods sold		~~721~~657,~~377~~718			~~682~~721,~~109~~377			39(63,~~268~~659	)		6(9	)
Gross profit		6251,~~112~~808			4962,~~193~~112			12(10,~~919~~304	)		26(17	)
Gross profit %		7.93	%		6.7.9	%

Breakdown of sales by branch:

	Year ended December 31,				Change
	2023 $		2022 $		$			%
	2024 $		2023 $		$			%
gocart.city – online delivery		~~28,673~~—		~~142~~28,~~571~~673		(~~113~~28,~~898~~673	)		(80100	)
Grocery Originals and Cuore Food Service – retail and wholesale distribution		~~754~~709,~~816~~526		~~588~~754,~~731~~816		~~166~~(45,~~085~~290	)		28(6	)
Total sales		~~783~~709,~~489~~526		~~731~~783,~~302~~489		52(73,~~187~~963	)		7(9	)

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~~decreased from ~~2022~~2023 to ~~2023.~~2024 ~~This was~~ due tothe ~~revenue~~inventory ~~from~~valuation ~~expired~~allowance ~~grocery vouchers and improved management~~ of ~~our~~$39,774 ~~purchases~~at ~~and~~December ~~inventory~~31, 2024.

Operating expenses:

	Year ended December 31,						Change
	2023 $			2022 $			$			%
	2024 $			2023 $			$			%
Salaries and benefits		~~712~~633,~~588~~478			13712,~~760,381~~588			(1379,~~047,793~~110	)		(9511	)
Occupancy expense		5034,~~691~~520			9250,~~276~~691			(4116,~~585~~171	)		(4532	)
Advertising and travel		80(25,~~926~~229	)		8580,~~097~~926			(4106,~~171~~155	)		(5131	)
Auto expenses		2516,~~268~~167			4525,~~077~~268			(199,~~809~~101	)		(4436	)
Consulting		~~292~~309,~~791~~650			3292,~~321,657~~791			(316,~~028,866~~859	)		~~(91~~6	)
Depreciation and Amortization		1211,~~662~~356			512,~~307~~662			7(1,~~355~~306	)		~~139~~(10	)
Bad debt		~~(24~~35,~~868~~843	)		~~112~~(24,~~822~~868	)		~~(137~~60,~~690~~711	)		(~~122~~244	)
Office and general expenses		6862,~~240~~348			~~140~~68,~~515~~240			(725,~~275~~892	)		(519	)
Professional fees		~~113~~131,~~392~~067			~~222~~113,~~498~~392			~~(109~~17,~~106~~675	)		~~(49~~16	)
Freight and delivery		97,~~609~~945			599,~~697~~609			(501,~~088~~664	)		(8417	)
Total operating expenses		1,~~341~~217,~~299~~145			171,~~845~~341,~~327~~299			(16124,~~504,028~~154	)		(929	)

Our total operating expenses for the ~~years~~year ended December 31, ~~2023~~2024 was $1,~~341~~217,~~299~~145, compared to $171,~~845~~341,~~327~~299, for the ~~years~~year ended December 31, ~~2022~~2023, respectively. The decrease in total operating ~~expense~~ expense is primarily due to an decrease in ~~expenditure~~salaries ~~for~~and ~~prepaid~~benefits ~~advertising~~and ~~credits~~a ~~with~~$60,000 ~~SRAX~~recovery ~~Inc.~~on ~~and~~ a ~~decrease~~service incontract. ~~stock-based~~The ~~compensation paid~~recovery ~~to officers~~$60,000 ~~directors~~is classified as advertising and ~~consultants~~travel.

Salaries and benefits for the ~~years~~year ended December 31, 2024 and 2023, comprise primarily of ~~accrued but unpaid~~ salary due to Nadav Elituv, our former Chief Executive Officer, of $600,000 and $600,000, respectively. Salaries and benefits decreased due to the Company using more contractors and fewer employees during 2024. Expense related to contractors are classified as consulting.

20Advertising and travel expense decreased due to a $60,000 recovery of an accrued liability recorded at December 31, 2023 for a service contract.

~~Salaries~~Bad ~~and~~debt ~~benefits~~increased ~~for~~due ~~the~~to ~~years ended December~~slower ~~31,~~recovery ~~2022, comprise primarily~~ of ~~stock~~accounts ~~issued~~receivable toas ~~Nadav~~the ~~Elituv,~~Company ~~our~~transitions ~~Chief~~away ~~Executive~~from ~~Officer~~the ~~with~~wholesale afood ~~fair value of $13,504,200~~distribution business.

~~Advertising~~For ~~and~~the ~~travel~~year ~~includes~~ended ~~expenses~~December ~~for~~31, ~~online~~2024, consulting comprises ~~advertising~~primarily of (i) $210,182 ~~website~~for consulting fees payable under a consulting agreement with 2130555 Ontario Limited, ~~meals~~a Company controlled by Nadav Elituv and ~~entertainment~~(ii) $99,468 paid to contractors to manage our grocery business.

For the ~~years~~year ended December 31, 2023, consulting ~~comprises~~ comprises primarily stock-based compensation expense (i) $0 for the expenditure of advertising credits with SRAX, Inc. (ii) $204,433 for ~~consulting~~ consulting fees and (iii) $88,358 paid to contractors to manage our grocery business.

~~For~~On ~~the~~January ~~year ended December 31~~1, ~~2022~~2024, ~~consulting~~entered ~~comprises primarily~~into ~~stock-based~~a ~~compensation expense (i) $454,108 for the expenditure of advertising credits with SRAX, Inc. (ii) $2,398,569 for the write-off of advertising credits with SRAX, Inc. (iii) $152,466 for~~ consulting ~~fees and (iv) $316,514 paid~~ agreement to ~~contractors~~pay to2130555 ~~manage our~~Ontario ~~grocery business. On June 30~~Limited, ~~2022,~~a ~~the~~ Company ~~agree~~controlled toby ~~issue~~Nadav 80Elituv,~~000~~ ~~shares~~a ofmonthly ~~Series~~consulting Cfee ~~Convertible Preferred Stock with a fair value~~ of CAD $224,~~288,~~000 ~~($28.60~~ per ~~share)~~month for aservices ~~one-year subscription with SRAX, Inc. to an online marketing platform to support the gocart.city~~for ~~grocery delivery application. During~~ the ~~three~~period ~~months ending September 30, 2022, SRAX Inc. had apparent operational issues which prevented the Company~~ from ~~using~~January ~~its prepaid advertising credits. These prepaid advertising credits had a carrying value of $2~~1,~~436,811~~ at2024 ~~September 30,~~to ~~2022. During the three months ended~~ December 31, ~~2022, the Company received advertising services valued at $38,242 from SRAX, Inc~~2024. Given the apparent operational issues at SRAX, Inc., the Company believes at December 31, 2022, it is not probable that future material services will be received from SRAX, Inc. Therefore, the remaining prepaid advertising balance was expensed in 2022.

Professional fees comprise of audit, legal, filing fees and contract accountant. The decrease in professional fees is primarily due to legal fees related to the prospectus dated April 21, 2022 filed with Ontario Securities Commission and British Columbia Securities Commission and our listing application with the Canadian Securities Exchange.19

Other income (expense):

	Year ended December 31,						Change
	2023 $			2022 $			$			%
	2024 $			2023 $			$			%
Amortization of debt discount and interest expense		(~~159~~174,~~335~~898	)		(~~131~~159,~~828~~335	)		(2715,~~507~~563	)		2110
Loss on settlement of non-redeemable convertible notes		(6,775,835	)		(3,668,750	)		(3,107,085	)		85
Loss on settlement of non-redeemable convertible notes and promissory notes		(1,093,735	)		(6,775,835	)		5,682,100			(84	)
Gain on disposition		~~50,695~~—			—50,695			(50,695	)		—(100	)
Initial derivative expense		—			(36,521	)		36,521			(100	)
Total other income (expenses)		(1,268,633	)		(6,884,475	)		5,615,842			(82	)
Changes in fair value of derivative liabilities		—			(59,878	)		59,878			(100	)
Total operating expenses		(6,884,475	)		(3,896,977	)		2,987,498			(77	)

Amortization of debt discount and interest expense for the ~~years~~year ended December 31, ~~2023~~2024 was $~~159~~174,~~335~~898, compared to $~~131~~159,~~828~~335 for the ~~years~~year ended December 31, ~~2022~~2023. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes and promissory notes.

During the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company elected to convert $~~118~~405,~~647~~495 and $~~103~~118,~~140~~647 of principal and interest of a non-redeemable convertible note into 4,054,949,100 and 16,920,700 ~~and 27,410~~ shares of common stock of the Company resulting in a loss on settlement of debt of $6641,~~775,835~~562 and $36,~~668~~775,~~750~~835, respectively.

~~During~~On ~~the years ended~~ December 3130, ~~2023~~2024, the Company exchanged promissory ~~received~~notes, ~~net~~accrued ~~proceeds~~and ~~from~~other ~~the~~liabilities ~~sale~~with ofa ~~gocart.city~~carrying ~~assets~~value of $641,~~250~~628,843 ~~(CAD~~for ~~$86,742).~~new ~~The~~promissory ~~net~~notes ~~proceeds~~with ~~comprise~~principal of ~~the settlement~~ $~~127~~2,~~594 (CAD $172~~081,~~261)~~016 ofresulting in ~~accounts~~loss ~~payable~~on ~~and~~settlement ~~$63,344 (CAD $85,519)~~ of ~~account~~promissory ~~receivable~~notes ~~with the Purchaser resulting in a gain~~ of $50452,~~695 (CAD $68,442)~~173.

~~Initial~~During ~~derivative expense of $36,521 for~~ the year ended December 31, ~~2022~~2023 ~~represents~~ the ~~difference~~Company received ~~between~~net ~~the~~proceeds ~~fair~~from ~~value of~~ the ~~total~~sale ~~embedded~~of ~~derivative~~gocart.city ~~liability~~assets of $~~186~~64,~~521~~250 ~~and~~(CAD $86,742). The net proceeds comprise of the settlement $127,594 ~~cash~~(CAD ~~received~~$172,261) of accounts payable and $~~150~~63,~~000~~344 ~~for~~(CAD $85,519) of account receivable with the ~~Series~~Purchaser Eresulting ~~Stock~~in ~~issued~~a ongain ~~October~~of 6$50,695 ~~2022~~(CAD $68,442).

During the year ended December 31, 2023 and 2022, the gain (loss) due to the change in fair value of derivative liabilities was $0 and ($59,878), respectively.

Net loss for the period:

	Year ended December 31,						Change
	2023 $			2022 $			$		%
	2024 $			2023 $			$		%
Net loss for the period		(82,~~163~~433,~~662~~970	)		(218,~~693~~163,~~111~~662	)		135,~~529~~729,~~449~~692		(6270)	)

Our net loss for the ~~years~~year ended December 31, ~~2023~~2024 was $82,~~163~~433,~~662~~970, compared to $218,~~693~~163,~~111~~662 for the ~~years~~year ended December 31, ~~2022~~2023, respectively. Our losses during the years ended December 31, ~~2023~~2024 and ~~2022~~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 and promissory 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	~~December 31, 2023~~	~~September~~December 3031, ~~2023~~2024	~~June 30, 2023~~	~~March 31, 2023~~	~~December 31, 2022~~	September 30, ~~2022~~2024	~~June 30, 2022~~	~~March 31, 2022~~	June 30, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023
Sales	~~$198,266~~	$~~212,453~~	~~$197~~140,~~324~~258	~~$175,446~~	~~$168,790~~	$~~172,782~~	~~$190~~179,~~691~~502	~~$199,039~~	$	226,289		$	163,477		$	198,266		$	212,453		$	197,324		$	175,446
Gross profit	~~$(20,815)~~	$~~55,262~~	~~$12~~(34,216	~~$15,449~~)	~~$21,299~~	$~~13,659~~	~~$(6~~26,~~278)~~025	~~$20,514~~	$	45,010		$	14,989		($	20,815	)	$	55,262		$	12,216		$	15,449
Operating expenses	~~($391,043)~~	($~~307,223)~~	(~~$277~~299,~~327)~~791	~~($365,706~~)	~~($2,759,699)~~	($~~304,452)~~	(~~$14~~300,~~021,263)~~665	~~($759,913~~)	$	(311,499	)	$	(305,190	)	$	(391,043	)	$	(307,223	)	$	(277,327	)	$	(365,706	)
Other income (expense)	~~($6,151,405)~~	($~~313,869)~~	(~~$263~~489,~~974)~~659	~~($155,227~~)	~~($194,174)~~	($~~768,587)~~	($258,~~320,020)~~477	~~($614,198~~)	$	(228,552	)	$	(491,945	)	$	(6,151,405	)	$	(313,869	)	$	(263,974	)	$	(155,227	)
Net loss for the period	~~($6,563,263)~~	($~~565,830)~~	(~~$529~~823,~~085)~~666	~~($505,484~~)	~~($2,932,573)~~	($~~1,059,380)~~	(~~$16~~333,~~347,561)~~117	~~($1,353,597~~)	$	(495,041	)	$	(782,146	)	$	(6,563,263	)	$	(565,830	)	$	(529,085	)	$	(505,484	)
Basic net income (loss) per share	~~($0.17)~~	$~~1.33~~	($0.00)	~~($0.00~~)	~~($20.00)~~	($~~10.00)~~	(~~$180~~0.00)	~~($200.00~~)	$	(0.00	)	$	(0.01	)	$	(0.17	)	$	1.33		$	(0.00	)	$	(0.00	)
Diluted net loss per share	~~($0.17)~~	($~~0.01)~~	($0.00)	~~($0.00~~)	~~($20.00)~~	($~~10.00)~~	(~~$180~~0.00)	~~($200.00~~)	$	(0.00	)	$	(0.01	)	$	(0.17	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

LIQUIDITY AND CAPITAL RESOURCES

For the years ended December 31, ~~2023~~2024

Cash flows used in operating activities

	Year ended December 31,						Change
	2023 $			2022 $			$		%
	2024 $			2023 $			$		%
Net cash used in operating activities		(~~451~~250,~~932~~503	)		(~~840~~451,~~745~~932	)		~~388~~(201,~~813~~429)		(4645)	)

Our net cash used in operating activities for the ~~years~~year ended December 31, ~~2023~~2024 and ~~2022~~2023 is $~~451~~250,~~932~~503 and $~~840~~451,~~745~~952, respectively. Our net loss for the ~~years~~year ended December 31, ~~2023~~2024 of $82,~~163~~423,~~662~~602 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 $~~159~~174,~~335~~898 and loss on debt settlement of $61,~~775~~093,~~835~~735.

Cash flows used in investing activities

	~~Year ended December 31,~~	Year ended December 31,				~~Change~~	Change
	2023 $		2022 $			$		%
		2024 $		2023 $			$		%
Net cash used in investing activities		—		~~(10,749~~—	)		~~10,749~~—		~~(100~~—	)

Cash flows from financing activities

	Year ended December 31,				Change
	2023 $		2022 $		$		%
	2024 $		2023 $		$		%
Net cash from financing activities		~~458~~228,~~630~~750		~~350~~458,~~194~~630		~~108~~(229,~~436~~880)		31(50)

Our net cash provided by financing activities for the ~~years~~year ended December 31, ~~2023~~2024 and ~~2022~~2023 is $~~458~~228,~~630~~750 and $~~350~~458,~~194~~630, respectively.

During the year ended December 31, ~~2023~~2024, the Company received $~~286~~211,~~529~~100 (CAD $~~386~~289,~~836~~259) in cash from its line of credit with The Cellular Connection Ltd. dated April 14, 2022, ~~net~~and cash advances from related party of $7462,~~137 and net proceeds from notes payable of $97,964~~928. The cash advances are non-interest bearing, unsecured and have no specific terms of repayment.

As of December 31, ~~2023~~2024, we had cash of $241,~~351~~733, working capital (deficiency) of $(13,~~989~~580,~~138~~522) and total liabilities of $23,~~915~~665,~~781~~969.

Our working capital as of December 31, ~~2023~~2024 and ~~2022~~2023 is as follows:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Current assets	$	~~169~~85,~~481~~447		$	~~193~~169,~~097~~481
Current liabilities		23,~~158~~665,~~619~~969			~~784~~2,~~473~~158,619
Working capital (Deficiency)	$	(13,~~989~~580,~~138~~522	)	$	(~~591~~1,~~376~~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~~ 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 ~~years~~year ended December 31, ~~2023~~2024, the Company incurred a net loss of $82,~~163~~433,~~662~~970 and used cash in operating activities of $~~451~~250,~~932~~503, and on December 31, ~~2023~~2024, had stockholders’ deficit of $23,~~797~~568,~~344~~234 and an accumulated deficit of $9294,~~086~~520,~~178~~148. 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 ~~years~~year ended December 31, ~~2023~~2024, 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~~ approximately $~~368~~300,000 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~~300,000
Operations		100,000
Total Estimated Cash Expenditures	$	300,000
Total Estimated Cash Expenditures	$	368,000

On April 14, 2022, the Company entered into a ~~binding~~ 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~~up to CAD $0 (CAD $750,000 available on the Line of Credit less CAD $~~780~~1,~~366~~069,595 of funds drawn and outstanding on December 31, ~~2023~~2024) in principal. ~~The Lender has provided verbal assurances that the Company may continue to borrow additional funds at the same terms as~~ ~~the~~Commencing ~~Line~~in ~~of Credit. From January 1~~2025, ~~2023 to March 22, 2024,~~ the ~~Company received cash advances of $88,834 (CAD$117,832) from the~~ Lender. ~~These~~has isindicated ~~no guarantee~~ that ~~the~~they ~~Lender~~are 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~~longer ~~that~~willing ~~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~~advance ~~our~~cash ~~operations~~under orthis ~~terminate~~Line ~~our~~of ~~business entirely~~Credit.

23We expect to be able to secure additional capital through advances from our Chief Executive Officer 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. We are currently in discussions with investors for private loans and an equity line of credit. 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 at December 31, 2023 is as follows:~~22

	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		523,486		523,486		—		—		—
Debt		1,874,236		1,626,374		247,862		—		—
Deferred revenue		—		—		—		—		—
Non-redeemable convertible notes		502,500		—		502,500		—		—
Financial lease Obligations		—		—		—		—		—
Operating leases(1)		15,559		8,759		6,800		—		—
Purchase obligations		—		—		—		—		—
Total contractual obligations		2,915,781		2,158,619		757,162		—		—

Commitments for future capital expenditures at December 31, 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		528,643		528,643		—		—		—
Debt		3,031,063		3,031,063		—		—		—
Non-redeemable convertible notes		100,000		100,000		—		—		—
Operating leases⁽¹⁾		6,263		6,263		—		—		—
Total contractual obligations		3,665,969		3,665,969		—		—		—

Notes:

(1)

Leases for retail space, equipment and warehousing is 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 up to CAD $0 (CAD $750,000 available on the Line of Credit less CAD $~~780~~1,~~366~~069,595 of funds drawn and outstanding on December 31, ~~2023~~2024) in principal. ~~The Lender has provided verbal assurances that the~~ ~~Company~~Commencing ~~may~~in ~~continue to borrow additional funds at the same terms as the Line of Credit. From January 1~~2025, ~~2023 to March 28, 2024,~~ the ~~Company received~~Lender ~~cash~~has ~~advances~~indicated ofthat ~~$88,834~~they ~~(CAD$117,832)~~are ~~from the Lender. These is~~ no ~~guarantee~~longer ~~that~~willing ~~the~~to ~~Lender will~~ continue to advance cash ~~to the~~under ~~Company.~~this IfLine 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~~Credit. ~~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.”~~

24We expect to be able to secure additional capital through advances from our Chief Executive Officer 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. We are currently in discussions with investors for private loans and an equity line of credit. 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.

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

Years ended December 31, ~~2023~~2024 and ~~2022~~2023

Due to Related Party

As of December 31, 2023 ~~and 2022~~, advances and accrued ~~salary~~ salary of $883,534 ~~and $185,473, respectively,~~ were due to Nadav Elituv, the Company's former Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the year ended December 31, 2024, the Company issued advances due to related party for $62,928 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $45,278 in cash. On February 26, 2024, the Company issued common stock to settle due to related party with a carrying value of $296,000 (Note 11). On December 30, 2024, the Company issued a New Promissory Note (see Note 7) to settle accrued salary of $1,392,859 due to Nadav Elituv.

During the year ended December 31, 2023, the Company issued advances due to related party for $108,383 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $34,246 in cash. In addition, the Company accrued salary of $808,076 due to Nadav Elituv for the year ended December 31, 2023. On February 2, 2023, the Company issued common stock to settle due to related party with a carrying value of $188,871 (Note 11).

During the ~~year~~years ended December 31, ~~2022,~~2024 ~~the Company~~and ~~issued advances due to related party for $167~~2023,~~438 of expenses paid on behalf of~~ the Company ~~and~~paid ~~advances~~Linus ~~due~~Creative toServices, ~~related party~~a ~~were~~business ~~repaid~~controlled by ~~the~~Bradley ~~Company with $127~~Southam,~~616~~ ina ~~cash.~~former Indirector ~~addition,~~of the Company, ~~accrued~~$0 ~~salary~~and of $~~195~~2,~~551 due~~714, ~~to Nadav~~respectively, ~~Elituv~~ for ~~the~~advertising ~~year ended December 31, 2022 and issued a promissory note for $85,285 to settle due to related party~~services.

During the years ended December 31, 2023 and 2022, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a director of the Company, $2,714 and $26,307, respectively, for advertising services.23

Promissory Notes – Related Party

As of December 31, ~~2023~~2024 and ~~2022~~2023, promissory note – related party of $0 and $840,~~377~~ ~~(principal $78,490 and interest of $5,887),~~ 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 former 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 11)~~.

On December 30, 2024, the Company agreed to settle accrued liabilities due to Nadav Elituv, the Company's former Chief Executive Officer, totaling $1,392,859 for a New Promissory Note with carrying value of $1,700,000 resulting in a loss of extinguishment of $307,289.

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 year ended December 31, ~~2023~~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

Market risk is the risk that changes in market prices and interest rates will affect the Company’s net earnings or the 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 year ended December 31, ~~2023~~2024 and Note 2 in the consolidated financial statements for the year ended December 31, ~~2023~~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 ~~March~~April 2811, ~~2024~~2025, the following securities were outstanding:

Common stock: ~~108~~5,~~740~~469,~~329~~037,729 shares

Series C Convertible Preferred Stock: 80,000

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 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and related notes are included as part of this Annual Report.

2625

TWO HANDS CORPORATION

INDEX

December 31, ~~2023~~2024 and ~~2022~~2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-21
CONSOLIDATED FINANCIAL STATEMENTS	~~F-4~~
Consolidated Balance Sheets	F-52
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-63
Consolidated Statement of Stockholders' Deficit	F-74
Consolidated Statements of Cash Flows	F-86
Notes to Consolidated Financial Statements	F-97

~~F-1~~26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Two Hands Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Two Hands Corporation (“the Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a net loss and has a stockholders’ deficit, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

~~The~~Critical ~~critical~~ audit matters ~~communicated below~~ are matters arising from the current period audit of the ~~consolidated~~ financial statements that were communicated or required to be communicated to the audit committee and that: (1) ~~related~~relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex ~~judgements~~judgments. ~~The~~We ~~communication~~determined ofthat ~~critical~~there ~~audit~~were ~~matters~~no ~~does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the~~ critical ~~matters below, providing separate opinions on the critical~~ audit matters ~~or on the accounts or disclosures to which they relate~~.

F-2

Valuation of deemed contributions resulting from the Company’s reverse stock split.

Critical Audit Matter Description

The Company has certain preferred stock instruments whose conversion features do not adjust upon the occurrence of a reverse stock split. The Company evaluated the accounting for such preferred instruments upon the reverse stock split disclosed in Note 10 to the consolidated financial statements, and concluded, for accounting purposes, that such instruments should be accounted for as extinguished and re-issued. As a result, and as described in Note 10 to the consolidated financial statements, the Company recorded deemed contributions as a result of this accounting upon the 2023 reverse stock split.

How the Critical Audit Matter was Addressed in the Audit

We determined the evaluation of the accounting for the preferred instruments upon the reverse stock split, including the recognition of deemed contributions to be a critical audit matter due to the complexity involved in the Company’s determination of the appropriate accounting treatment. Auditing the accounting for this matter involved a high degree of auditor judgement and specialized skills and knowledge were needed.

Our audit procedures consisted of the following, among others:

· Inspecting and reviewing the designation document for the establishment of the Preferred Stock and the documents related to the issuance of the instrument to the recipients.

· Evaluating the reasonableness of the conclusions made by the Company related to the accounting treatment for deemed contributions, including the Company’s consideration of relevant accounting standards.

· Evaluating the reasonableness of the conclusions made by the Company in regard to the timing and recognition of deemed contributions resulting from the Company’s reverse stock split.

Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the Company’s accounting for deemed contributions resulting from the Company’s reverse stock split.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since 2017.

Draper, UT

April 114, ~~2024~~2025

3627

F-31

TWO HANDS CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	241,~~351~~733		$	1724,~~137~~351
Accounts receivable, net		9271,~~561~~431			9492,~~182~~561
VAT taxes receivable		312,~~080~~283			83,~~157~~080
Inventory		~~39,489~~—			7339,~~621~~489
Prepaid expenses		~~10,000~~—			—10,000
Total current assets		~~169~~85,~~481~~447			~~193~~169,~~097~~481
Property and equipment, net		96,~~513~~025			139,~~667~~513
Operating lease right-of-use asset		156,~~559~~263			2315,~~438~~559
Total assets	$	~~194~~97,~~553~~735		$	~~230~~194,~~202~~553
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	~~523~~528,~~486~~643		$	~~555~~523,~~220~~486
Due to related party		~~883,534~~—			~~185~~883,~~473~~534
Notes payable		~~113~~115,~~333~~642			13113,~~443~~333
Line of credit		~~629~~834,~~507~~405			—629,507
Deferred revenue		—			22,107
Promissory notes		2,081,016			—
Current portion of operating lease right-of-use liability		8,759			8,230
Non-redeemable convertible notes, net - related party		100,000			—
Total current liabilities		2,158,619			784,473
Current portion of operating lease right-of-use liability		6,263			8,759
Total current liabilities		3,665,969			2,158,619
Long-term liabilities
Line of credit		—			293,298
Promissory notes		—			247,862
Promissory notes		247,862			229,194
Non-redeemable convertible notes, net		—			502,500
Promissory note - related party		—			84,377
Operating lease right-of-use liability, net of current portion		—			6,800
Non-redeemable convertible notes, net		502,500			517,621
Total long-term liabilities		—			757,162
Operating lease right-of-use liability, net of current portion		6,800			15,208
Total liabilities		3,665,969			2,915,781
Total long-term liabilities		757,162			1,139,698
Total liabilities		2,915,781			1,924,171
Commitments and Contingencies		—			—
Temporary equity
Series A convertible preferred stock; $0.01 par value; 200,000 shares designated, 0 shares and 25,000 shares issued and outstanding, respectively		—			249,505
Series A convertible preferred stock; $0.01 par value; 200,000 shares designated, 0 shares issued and outstanding		—			—
Series B convertible preferred stock; $0.01 par value; 100,000 shares designated, 0 and 11,000 shares issued and outstanding, respectively		—			109,783
Series B convertible preferred stock; $0.01 par value; 100,000 shares designated, 0 shares issued and outstanding		—			—
Series C convertible preferred stock; $0.001 par value; 150,000 shares designated, 80,000 shares and 90,000 shares issued and outstanding, respectively		76,116			2,584,951
Series C convertible preferred stock; $0.001 par value; 150,000 shares designated, 0 shares and 80,000 shares issued and outstanding, respectively		—			76,116
Series D convertible preferred stock; $0.001 par value; 200,000 shares designated, 0 shares issued and outstanding, respectively		—			—
Series D convertible preferred stock; $0.001 par value; 200,000 shares designated, 0 shares issued and outstanding		—			—
Series E convertible preferred stock; $0.0001 par value; 300,000 shares designated, 0 shares issued and outstanding		—			—
Total temporary equity		~~76,116~~—			276,~~944,239~~116
Stockholder's deficit
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 0 issued and outstanding		—			—
Common stock; $0.0001 par value; 12,000,000,000 shares authorized, 42,090,329 and 137,403 shares issued and outstanding, respectively		4,210			14
Common stock; $0.0001 par value; 12,000,000,000 shares authorized, 5,469,037,729 and 42,090,329 shares issued and outstanding, respectively		546,905			4,210
Additional paid-in capital		8990,~~278~~288,~~354~~032			7889,~~909~~278,~~153~~354
Common stock to be issued		—			336,000
Accumulated other comprehensive income		116,977			6,270
Accumulated other comprehensive income		6,270			39,141
Accumulated deficit		(94,520,148	)		(92,086,178	)
Accumulated deficit		(92,086,178	)		(83,922,516	)
Total stockholders' deficit		(3,568,234	)		(2,797,344	)
Total stockholders' deficit		(2,797,344	)		(4,638,208	)
Total liabilities and stockholders' deficit	$	97,735		$	194,553
Total liabilities and stockholders' deficit	$	194,553		$	230,202
The accompanying footnotes are an integral part of these consolidated financial statements.
The accompanying footnotes are an integral part of these financial statements.

F-42

TWO HANDS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

		For the year ended December 31,
		2023			2022
		2024			2023
Sales	$	~~783~~709,~~489~~526		$	~~731~~783,~~302~~489
Cost of goods sold		~~721~~657,~~377~~718			~~682~~721,~~109~~377
Gross profit		6251,~~112~~808			4962,~~193~~112
Operating expenses
General and administrative		1,~~341~~217,~~299~~145			171,~~845~~341,~~327~~299
Total operating expenses		1,~~341~~217,~~299~~145			171,~~845~~341,~~327~~299
Loss from operations		(1,~~279~~165,~~187~~337	)		(171,~~796~~279,~~134~~187	)
Other income (expense)
Amortization of debt discount and interest expense		(~~159~~174,~~335~~898	)		(~~131~~159,~~828~~335	)
Gain on disposition		~~50,695~~—			—50,695
Loss on settlement of non-redeemable convertible notes		(6,775,835	)		(3,668,750	)
Loss on settlement of non-redeemable convertible notes and promissory notes		(1,093,735	)		(6,775,835	)
Initial derivative expense		—			(36,521	)
Total other income (expense)		(1,268,633	)		(6,884,475	)
Change in fair value of derivative liabilities		—			(59,878	)
Net loss attributed to Two Hands Corporation		(2,433,970	)		(8,163,662	)
Total other income (expense)		(6,884,475	)		(3,896,977	)
Add: deemed contribution - Series A Stock modification		—			190,040
Net loss attributed to Two Hands Corporation		(8,163,662	)		(21,693,111	)
Add: deemed contribution - Series C Stock modification		—			2,211,884
Add: deemed contribution - Series A Stock modification		190,040			—
Net loss attributed to Two Hands Corporation common stockholders	$	(2,433,970	)	$	(5,761,738	)
Less: deemed dividend - Series A Stock modification		—			(1,396,721	)
Other comprehensive income (loss)
Add: deemed contribution - Series B Stock modification		—			1,354,515
Foreign currency translation adjustment		110,707			(32,871	)
Add: deemed contribution - Series C Stock modification		2,211,884			834,001
Total other comprehensive income (loss)		110,707			(32,871	)
Add: deemed contribution - Series D Stock modification		—			749,085
Comprehensive loss	$	(2,323,263	)	$	(5,794,609	)
Add: deemed contribution - Series E Stock modification		—			57,218
Loss per common share - basic and diluted	$	(0.00	)	$	(0.56	)
Net loss attributable to Two Hands Corporation common shareholders	$	(5,761,738	)	$	(20,095,013	)
Weighted average number of common shares outstanding - basic and diluted		1,153,983,813			10,352,044
Other comprehensive (loss) income
The accompanying footnotes are an integral part of these consolidated financial statements.
Foreign exchange (loss) gain		(32,871	)		30,523
Total other comprehensive (loss) income		(32,871	)		30,523
Comprehensive loss	$	(5,794,609	)	$	(20,064,490	)
Net loss per common share - basic and diluted	$	(0.56	)	$	(229.33	)
Weighted average number of common shares outstanding - basic		10,352,044			87,625
The accompanying footnotes are an integral part of these financial statements.

F-3

TWO HANDS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the year ended December 31, 2024 and 2023


	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	4,054,949,100		405,495		—		641,562		—		—			1,047,057
Stock issued for settlement of debt - related party	8,000,000		800		—		295,200		—		—			296,000
Stock issued for settlement of promissory notes	1,331,998,300		133,200		—		—		—		—			133,200
Stock issued for the conversion of Series C convertible preferred stock	32,000,000		3,200		—		72,916		—		—			76,116
Foreign currency translation adjustment	—		—		—		—		110,707		—			110,707
Net loss	—		—		—		—		—		(2,433,970	)		(2,433,970	)
Balance, December 31, 2024	5,469,037,729	$	546,905	$	—	$	90,288,032	$	116,977	$	(94,520,148	)	$	(3,568,234	)

F-4

	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	9,870		—		—			—		—			—			—
Stock issued for conversion of non-redeemable convertible notes	16,920,700		1,694		—			6,892,788		—			—			6,894,482
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	—		—		—			—		(32,871	)		—			(32,871	)
Net loss	—		—		—			—		—			(8,163,662	)		(8,163,662	)
Balance, December 31, 2023	42,090,329	$	4,210	$	—		$	89,278,354	$	6,270		$	(92,086,178	)	$	(2,797,344	)
The accompanying footnotes are an integral part of these consolidated financial statements.

F-5

TWO HANDS CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT For the years ended December 31, 2023 and 2022

	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	9,870		—		—			—		—			—			—
Stock issued for conversion of non-redeemable convertible notes	16,920,700		1,694		—			6,892,788		—			—			6,894,482
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	—		—		—			—		(32,871	)		—			(32,871	)
Net loss	—		—		—			—		—			(8,163,662	)		(8,163,662	)
Balance, December 31, 2023	42,090,329	$	4,210	$	—		$	89,278,354	$	6,270		$	(92,086,178	)	$	(2,797,344	)

F-6

	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, 2021	6,000		$	1	$	336,000	$	58,152,416		$	4,870	$	(62,229,405	)	$	(3,736,118	)
Rounding on reverse split	6			—		—		1			—		—			1
Stock issued for conversion of non-redeemable convertible notes	27,410			3		—		3,772,387			—		—			3,772,390
Stock issued for officer and director compensation	90,000			9		—		13,499,991			—		—			13,500,000
Stock issued for the conversion of Series B Stock	10,000			1		—		99,801			—		—			99,802
Stock issued for the conversion of Series D Stock	4,000			—		—		39,921			—		—			39,921
Cancellation of Series A Stock	—			—		—		1,746,538			—		—			1,746,538
Cancellation of common stock	(13	)		—		—		—			—		—			—
Deemed dividend - Series A Stock modification	—			—		—		(1,396,721	)		—		—			(1,396,721	)
Deemed contribution - Series B Stock modification	—			—		—		1,354,515			—		—			1,354,515
Deemed contribution - Series C Stock modification	—			—		—		834,001			—		—			834,001
Deemed contribution - Series D Stock modification	—			—		—		749,085			—		—			749,085
Deemed contribution - Series E Stock modification	—			—		—		57,218			—		—			57,218
Foreign exchange gain	—			—		—		—			34,271		—			34,271
Net loss	—			—		—		—			—		(21,693,111	)		(21,693,111	)
Balance, December 31, 2022	137,403		$	14	$	336,000	$	78,909,153		$	39,141	$	(83,922,516	)	$	(4,638,208	)
The accompanying footnotes are an integral part of these financial statements.

F-7

TWO HANDS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the years ended December 31,
		For the year ended December 31,
		2023			2022
		2024			2023
Cash flows from operating activities
Net loss	$	(82,~~163~~433,~~662~~970	)	$	(218,~~693~~163,~~111~~662	)
Adjustments to reconcile net loss
Adjustments to reconcile net loss to cash used in operating activities
to cash used in operating activities
Depreciation and amortization		11,356			12,662
Depreciation and amortization		12,662			11,530
Bad debt		35,843			(24,868	)
Bad debt		(24,868	)		112,822
Gain on disposition		—			(50,695	)
Stock-based compensation		—			13,504,200
Amortization of debt discount		174,898			159,335
Gain on disposition		(50,695	)		—
Loss on settlement of non-redeemable convertible notes		1,093,735			6,775,835
Amortization of debt discount		159,335			131,828
Loss on settlement of non-redeemable convertible notes		6,775,835			3,668,750
Initial derivative expense		—			36,521
Change in fair value of derivative liabilities		—			59,878
Change in operating assets and liabilities
Accounts and taxes receivable		(2931,~~575~~297	)		(3629,~~855~~575	)
Prepaid expense		(10,000	)		3(10,~~020,527~~000	)
Inventory		2138,~~648~~227			7321,~~903~~648
Deferred revenue		~~(22,221~~—	)		23(22,~~076~~221	)
Accounts payable and accrued liabilities		~~887~~859,~~881~~184			~~254~~887,~~443~~881
Operating lease right-of-use liability		(8,~~272~~479	)		(8,~~257~~272	)
Net cash used in operating activities		(~~451~~250,~~932~~503	)		(~~840~~451,~~745~~932	)
Cash flows from investing activities
Purchase of property and equipment		—			(10,749	)
Net cash used in investing activities		—			—
Net cash used in investing activities		—			(10,749	)
Cash flow from financing activities
Advances from related party		108,383			167,438
Expenses paid for by related party		62,928			108,383
Repayment of advances to related party		(3445,~~246~~278	)		(~~127~~34,~~616~~246	)
Proceeds from notes payable		~~105,001~~—			7105,~~692~~001
Repayment of notes payable		~~(7,037~~—	)		—(7,037	)
Proceeds from promissory notes		286,529			302,680
Proceeds from line of credit		211,100			286,529
Net cash provided by financing activities		~~458~~228,~~630~~750			~~350~~458,~~194~~630
Change in foreign exchange		~~516~~(865	)		~~(14,858~~516	)
Net change in cash		7(22,~~214~~618	)		~~(516~~7,~~158~~214	)
Cash, beginning of the year		17,137			533,295
Cash, beginning of the period		24,351			17,137
Cash, end of the year	$	24,351		$	17,137
Cash, end of the period	$	1,733		$	24,351
Cash paid during the year
Cash paid during the period
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Supplemental disclosure of non-cash investing and financing activities
Stock issued to settle due to related party	$	188,871		$	—
Stock issued for settlement of debt - related party	$	296,000		$	188,871
Stock issued to settle promissory note - related party	$	85,922		$	—
Stock issued for settlement of promissory notes	$	133,200		$	—
Stock issued to settle non-redeemable convertible notes	$	6,894,482		$	3,772,390
Stock issued for settlement of promissory notes - related party	$	—		$	85,922
Stock issued for prepaid expense	$	—		$	2,288,000
Stock issued to settle non-redeemable convertible notes	$	1,047,057		$	6,894,482
Transfer of accounts payable and accrued liabilities to promissory notes	$	—		$	85,285
Issue of new promissory notes to settle promissory notes, accrued expenses and other liabilities	$	2,081,016		$	—
Deemed contribution - Series A Stock modification	$	190,040		$	—
Deemed contribution - Series A Stock Modification	$	—		$	190,040
Deemed dividend - Series A Stock modification	$	—		$	1,396,721
Deemed contribution - Series C Stock Modification	$	—		$	2,211,884
Deemed contribution - Series B Stock modification	$	—		$	1,354,515
The accompanying footnotes are an integral part of these consolidated financial statements.
Deemed contribution - Series C Stock modification	$	2,211,884		$	834,001
Deemed contribution - Series D Stock modification	$	—		$	749,085
Deemed contribution - Series E Stock modification	$	—		$	57,218
The accompanying footnotes are an integral part of these financial statements.

F-86

Two Hands Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2023~~2024 and ~~2022~~2024

NOTE 1 - NATURE 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.

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~~2024, 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~~ The sale included the e-commerce site, branding, supporting components of the Grocery Originals store and inventory. The ongoing sales ~~and~~ and client base gocart.city and Grocery Originals was transferred as part of the asset sale. The Company received net proceeds from the sale of gocart.city assets of $64,250 (CAD $86,742). The net proceeds comprise of the settlement $127,594 (CAD $172,261) of accounts payable and $63,344 (CAD $85,519) of account receivable with the Purchaser resulting in a gain of $50,695 (CAD $68,442). After the asset sale was completed, the Company owed the Purchaser an additional $37,099 (CAD $49,099) in accounts payable which was not settled in the asset sale agreement. The Company and the Purchase agreed the $37,099 amount was due in twelve equal monthly installments commencing July 1, 2023 without interest. After May 1, ~~2023~~2024, the Company continued the business of Cuore Food Services.

In January 2025, the Company also announce its new business in the artisan crafted denim and premium combed Pima cotton yarns space in cooperation with Videlia Mills.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

GOING CONCERN

The Company's financial statements are prepared in 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 year ended December 31, ~~2023~~2024, the Company incurred a net loss of $82,~~163~~433,~~662~~970 and used cash in operating activities of $~~451~~250,~~932~~503, and on December 31, ~~2023~~2024, had stockholders’ deficit of $23,~~797~~568,~~344~~ 234 and an accumulated deficit of $9294,~~086~~520,~~178~~148. 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.

F-97

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:

Schedule of accounts receivable and revenue concentrations
	Accounts receivable at December 31, 2023			Revenue for the year ended December 31, 2023
	Accounts receivable on December 31, 2024			Revenue for the year ended December 31, 2024
Customer #1		1916	%		—
Customer #2		12	%		—
Total concentration		3128	%		—	%

The following table summarizes accounts payable and purchases concentrations:

	Accounts payable at December 31, 2023			Purchases for the year ended December 31, 2023
	Accounts payable on December 31, 2024			Purchases for the year ended December 31, 2024
Supplier #1		1311	%		2113	%
Supplier #2		12—	%		—13	%
Supplier #3		12—	%		—12	%
Supplier #4		10—	%		—11	%
Supplier #5		—			1711	%
Supplier #6		—			13	%
Total concentration		11	%		60	%
Total concentration		47	%		51	%

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 December 31, ~~2023~~2024 and ~~2022~~2023 is $~~105~~130,~~072~~883 and $~~156~~105,~~693~~072, respectively.

F-8

INVENTORY

Inventory consisting of groceries and dry goods ~~are~~ 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 ~~annual~~ physical inventory counts is disclosed. At On December 31, ~~2023~~2024 and ~~2022~~2023, the inventory valuation allowance was $39,774 and $0, respectively.

F-10

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

During the ~~years~~year ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company had revenue of $~~783~~709,~~489~~526 and $~~731~~783,~~302~~489, respectively. In ~~2023~~2024, the Company recognized revenue of $28709,~~673~~526 from the sale of ~~groceries to consumers via the gocart.city online grocery delivery application and $754,816 from the sale of~~ dry goods and produce to other ~~businesses~~customers. In ~~2022~~2024 the Company recognized revenue of $~~142~~28,~~571~~673 from the sale of groceries to consumers via the gocart.city online grocery delivery application and $~~588~~754,~~731~~816 from the sale of dry goods and produce to other ~~businesses~~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.

F-119

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 ofnon-redeemable ~~all~~convertible ~~Series~~notes Cand ~~Stock~~the toline ~~common~~of ~~stock~~credit. On December 31, ~~2023~~2024 and ~~2022~~2024, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, ~~Series~~and ~~A Stock,~~ Series ~~B Stock, Series~~ C Stock, ~~and common stock to be issued~~ of 51,~~056~~167,~~999~~136,~~100~~632 shares and 5,~~248~~056,~~242~~999,~~000~~ 100 shares, 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

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.

ADOPTED ACCOUNTING STANDARDS

F-12

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. ~~Early~~The ~~adoption~~Company isrecognizes ~~permitted~~there ~~but~~will nobe ~~earlier~~an ~~than~~impact ~~fiscal~~on ~~years~~how ~~beginning~~conversions ~~after~~are ~~December~~calculated which ~~15,~~may ~~2020,~~require ~~including~~recognition ~~interim~~of ~~periods~~gains ~~within those~~or ~~fiscal years~~losses. WeThe ~~are~~Company ~~currently~~adopted ~~evaluating~~ASU 2020-06 during the ~~impact~~year ofended ~~ASU~~December ~~2020-06~~31, on2024. ~~our~~See ~~consolidated~~Note 5. ~~financial~~Line ~~statements~~of Credit for further detail.

F-10

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 year 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 adopted this new standard on January 1, 2024 and the adoption did not have a material impact on the 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~~Non-~~related~~redeemable ~~investor,~~convertible ~~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 $244,065 with a face value of $292,878 and the Note has an original maturity date of December 31, 2018 which 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 $0.0001 per 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 year ended December 31, 2023 (prior to the reverse split on September 29, 2023), the Company elected to convert $108,970 of principal and interest into 1,089,700 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $367,430 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2023 (after the reverse stock split on September 29, 2023), the Company elected to convert $1,395 of principal and interest into 13,950,000 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 $5,530,905 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 $37,562 and $43,491 for the years ended December 31, 2023 and 2022, respectively. On December 31, 2023 and 2022, the carrying amount of the Note is $115,004 (face value of $115,004 less $0 unamortized discount) and $187,808 (face value of $187,808 less $0 unamortized discount), respectively.

On ~~May~~January 108, 2018, the Company entered into a Side ~~Letter~~ Letter Agreement (“Note”) with a non-related investor, ~~Jordan~~Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35244,~~000~~065 issued by the Company onduring ~~May~~the 9,period ~~2018~~of July 2014 and December 2017. The issue price of the Note is $35244,~~000~~065 with a face value of $42292,~~000~~878 and the Note has an original maturity date of December 31, 2018 which is subject to automatic annual renewal. On June 29, 2021, the Company and ~~Jordan~~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 $0.0001 per 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 year ended December 31, ~~2023 (prior to the reverse split on September 29~~2024, ~~2023),~~ the Company elected to convert $8150,~~100~~ 119 of principal and interest into 81,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $99,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2023 (after the reverse stock split on September 29, 2023), the Company elected to convert $180 ~~of principal and interest into~~ 1,~~800~~501,~~000~~191,200 shares of common stock of the Company at a conversion price of $0.0001 per share. ~~These~~ These conversions resulted in a loss on debt settlement of $~~778~~342,~~500~~225 due to the requirement to record the share issuance at fair value on on the date the shares were issued. The consolidated statement of operations includes interest expense of $125,~~694~~000 and $637,~~495~~562 for the ~~years~~year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. On December 31, ~~2023~~2024 and ~~2022~~2023, the carrying amount of the Note is $~~1,885~~0 (face value of $~~1,885~~0 less $0 unamortized discount) and $8125,~~471~~119 (face value of $8125,~~471~~119 less $0 unamortized discount), respectively. This Note was paid in full on August 5, 2024.

FOn May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-13related 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 $35,000 with a face value of $42,000 and the Note has an original maturity date of December 31, 2018 which 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 $0.0001 per 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 year ended December 31, 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 $1,694 for the year ended December 31, 2024 and 2023, respectively. On December 31, 2024 and 2023, the carrying amount of the Note is $0 and $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~~F-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 $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which 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 $0.0001 per 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 $19,907 and $16,589 for the years ended December 31, 2023 and 2022 respectively. On December 31, 2023 and 2022, the carrying amount of the Note is $119,440 (face value of $119,440 less $0 unamortized discount) and $99,533 (face value of $99,533 less $0 unamortized discount), respectively.11

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 $106,968 with a face value of $128,362 and the Note has an original maturity date of December 31, 2019 which 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 $0.0001 per 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 year ended December 31, 2024, the Company elected to convert $253,113 of principal and interest into 2,531,132,600 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 $262,602 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 $4451,~~362~~211 and $3644,~~968~~362 for the ~~years~~ year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. In addition, on December 30, 2024, the Holder of the Note also agreed to exchange the remaining outstanding principal and interest of this Note with a carrying value of $54,116 and other promissory notes comprising principal and interest of $112,319 for a New Promissory Note with a carrying value of $277,365 resulting in the loss of extinguishment of debt of $110,930. (See Note 7). On December 31, ~~2023~~2024 and ~~2022~~2023, the carrying amount of the Note is $~~266,171~~0 (face value of $~~266,171~~0 less $0 unamortized discount) and $~~221~~256,~~809~~056 (face value of $~~221~~256,~~809~~056 less $0 unamortized discount), respectively. This Note was paid in full on December 30, 2024.

Non-redeemable convertible notes – related party

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 $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which 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 $0.0001 per 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.

On December 30, 2024, Jordan Turk and the Company agreed to exchange $43,328 of principal and interest for a New Promissory Note with a carrying value of $71,993 (see Note 7) resulting in a loss of extinguishment of $28,665.

Also, on December 30, 2024, Jordan Turk entered into an agreement to assign the remaining outstanding principal and interest of the original Note with a carrying value of $100,000 to Emil Assentato, the Chief Executive Officer of the Company.

The consolidated statement of operations includes interest expense of $23,888 and $19,907 for the year ended December 31, 2024 and 2023, respectively. On December 31, 2024 and 2023, the carrying amount of the Note is $100,000 (face value of $100,000 less $0 unamortized discount) and $119,440 (face value of $119,440 less $0 unamortized discount), respectively.

NOTE 4 – LEASES

The Company entered into an operating lease ~~agreement~~ 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 10.75 years at December 31, ~~2023~~2024. The weighted-average discount rate was 3.96% at December 31, ~~2023~~2024.

The Company’s operating lease expires in 2025. The following shows future lease payments for the remaining periods under operating lease at December 31, ~~2023~~2024:

Schedule of operating lease liability
Periods ending December 31,	Operating Lease Commitments
2024	$	~~10,448~~0
2025		7,~~836~~585
Total operating lease commitments		187,~~284~~585
Less: imputed interest		(21,~~725~~322	)
Total right-of-use liability	$	156,~~559~~263

~~The Company’s discounted current right~~F-~~of-use lease liability and discounted non-current right-of-use lease liability at December 31, 2023 is $8,759 and $6,800, respectively.~~12

~~Operating~~The ~~leases~~Company’s ~~expense~~discounted ~~for~~current ~~the~~right-of-use lease ~~years~~liability ~~ended~~ and discounted non-current right-of-use lease liability on December 31, ~~2023~~2024 ~~and 2022~~ is $106,~~212~~263 and $100,~~212,~~ respectively.

Operating leases expense for the years ended December 31, 2024 and 2023 is $10,114, respectively.

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 $750,000 in principal in in increments of at least CAD $50,000 upon five business days’ notice. ~~The line of credit is due on May 1, 2024~~ and the outstanding principal bears interest at 8% per annum, payable monthly. ~~Any~~The ~~indebtedness~~outstanding ~~under~~principal ~~the~~and ~~Line~~all ofaccrued ~~Credit~~interest ~~are~~became ~~secured~~due ~~against accounts~~and ~~receivable~~payable ~~and~~in ~~inventory~~full ofon ~~the~~May ~~Company~~1, ~~and~~2024, ~~is convertible into shares of common stock of~~ the ~~Company~~maturity atdate ~~the~~of ~~Company’s option any time after twelve months from~~ the ~~first~~Line ~~advance at a conversion price~~ of $0Credit.10 ~~per~~The ~~share, subject to a restriction on the~~ Lender ~~holding~~has ~~more~~provided ~~than~~verbal ~~4.99%~~assurances ofthat the Company’s ~~Common~~may ~~Shares.~~continue Asto ofborrow ~~December~~additional ~~31,~~funds ~~2023~~at ~~and~~the ~~2022,~~same terms as the Line of Credit. ofAny ~~$629,507~~indebtedness ~~(principal~~under ~~$588,295~~the ~~(CAD~~Line ~~$780,336) and interest~~ of ~~$41,212)~~Credit ~~and~~are ~~$293,298~~secured ~~(principal~~against ~~$289,970~~accounts ~~(CAD~~receivable ~~$393,500)~~ and ~~interest~~inventory of ~~$3,328), respectively, was outstanding. The consolidated statement of operations includes interest expense of $37,144 and $3,328 for~~ the ~~years ended December 31, 2023 and 2022, respectively~~Company.

FOn December 30, 2024, the Company and the Lender agreed to amend (the “Amendment”) to the terms of the Line of Credit. The Amendment cancels the right of the Company, at its option, to convert outstanding principal and interest into shares of common stock of the Company after twelve months from the first advance at a conversion price of $0.10 per share. The Amendment grants the right of the Lender, at its option, to convert outstanding principal or interest into shares of common stock of the Company at a conversion price of $0.005 per share (the “Conversion Option”). The Company determined that the Conversion Option was not substantive in accordance with ASC 470-1450-40-10 since the conversion price of $0.005 per share was extremely high when compared to the fair value of Company stock of $0.0001 per share on issuance of the Amendment.

Any conversion is subject to a restriction on the Lender never holding more than 4.99% of the Company’s Common Shares.

As of December 31, 2024 and 2023, the Line of Credit of $834,405 (principal $742,727 (CAD $1,069,595) and interest of $91,678) 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 $56,707 and $37,144 for the year ended December 31, 2024 and 2023, respectively.

NOTE 6 – NOTES PAYABLE

As of December 31, ~~2023~~2024 and ~~2022~~2023, notes payable due to Piero Manzini, Nadav Elituv, the former CEO of the Company, and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $~~113~~115,~~333~~642 and $13113,~~443~~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 $4,601 were settled by exchanging these notes payable for promissory notes.

NOTE 7 – PROMISSORY NOTES

Promissory Notes

AsOn ofSeptember ~~December~~9, 312024, ~~2023~~the ~~and~~Company ~~2022,~~issued promissory ~~notes~~ ofnotes ~~$247,862~~with (principal of $~~186~~240,~~672~~926 ~~and~~to ~~interest~~settle ofnotes ~~$61~~payable,~~190)~~ ~~and~~promissory notes, accrued interest (totaling $~~229~~234,~~194~~843 (principal $~~186~~167,~~672~~455 and interest of $4267,~~522~~388),) ~~respectively,~~and ~~were outstanding~~other liabilities. The promissory notes (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 year ended December 31, 2024, the Company elected to settle $133,200 of principal and interest of Promissory Notes by issuing 1,331,998,300 shares of common stock of the Company with a fair value of $133,200.

On December 30, 2024, the Company exchanged Promissory Notes comprising principal and interest of $112,319 and a non-redeemable convertible note principal and interest of $54,116 for a New Promissory Note with a carrying value of $277,365 (See Note 3) resulting in the loss of extinguishment of debt of $110,930.

On December 30, 2024, Jordan Turk and the Company agreed to exchange $43,328 of non-convertible redeemable promissory notes principal and interest for a New Promissory Note with a carrying value of $71,993 (see Note 3) resulting in a loss of extinguishment of $28,665.

F-13

On December 30, 2024, Jordan Turk and the Company agreed to exchange $26,382 of Promissory Notes principal and interest for a New Promissory Note with carrying value of $31,858 resulting in a loss of extinguishment of 5,276.

As of December 31, 2024 and 2023, promissory notes of $2,081,016 (principal $381,016 and interest of $0) and of $247,862 (principal $186,672 and interest of $61,190), respectively, were outstanding.

New Promissory Notes are unsecured, bear interest of 10% per annum and are due on December 31, 2025.

Promissory Notes – Related Party

NOTE 8 – RELATED PARTY TRANSACTIONS

During the ~~year~~years ended December 31, ~~2022,~~2024 ~~the~~and ~~Company issued advances due to related party for $167~~2023,~~438 of expenses paid on behalf of~~ the Company ~~and~~paid ~~advances~~Linus ~~due~~Creative toServices, ~~related~~a ~~party~~business ~~were repaid~~controlled by ~~the~~Bradley ~~Company with $127~~Southam,~~616 in~~ ~~cash.~~a Informer ~~addition,~~director ~~the Company accrued salary~~ of ~~$195,551 due to Nadav Elituv for~~ the ~~year~~ ~~ended December 31~~Company, ~~2022~~$0 and ~~issued a promissory note for~~ $852,~~285 to~~714, ~~settle~~respectively, for ~~due~~advertising ~~to related party~~services.

Employment Agreements

On ~~July~~January 115, ~~2021~~2023, the Company executed an employment agreement for the period from ~~July~~January 1, ~~2021~~2023 to ~~June~~December 3031, ~~2022~~2023 with Nadav Elituv, the former Chief Executive Officer of the Company whereby the Company shall pay ~~30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000 shares of Common Stock of the Company and~~ an annual salary of $~~216~~600,000 ~~payable monthly on the first day of each month~~ from available funds~~, commencing on July 1, 2021~~. On October 1, 2021, the Company and Nadav Elituv amended the employment agreement to (i) cancel annual salary of $216,000 payable monthly and (ii) enter in to a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of $17,400 (CAD $22,000 per month) for services for the period from October 1, 2021 to June 30, 2022.

On March 2617, ~~2022~~2024, the Company ~~and~~executed ~~Nadav~~an ~~Elituv further amended the~~ employment agreement tofor ~~(i) change~~ the ~~termination~~period ~~date~~ from ~~June~~January 301, ~~2022~~2024 to December 31, ~~2022;~~2024 ~~(ii)~~with ~~pay~~Nadav ~~an additional 10~~Elituv,~~500 shares~~ ofthe ~~Series~~former AChief ~~Convertible~~Executive ~~Preferred~~Officer ~~Stock~~ of the Company whereby ~~and~~the ~~(iii)~~Company shall pay an ~~additional~~annual ~~50,000~~salary ~~shares~~ of ~~Common~~$600,000 ~~Stock~~from ofavailable ~~the Company~~funds.

On July 1, ~~2022~~2023, ~~the~~entered ~~term~~into ofa ~~the~~ consulting ~~contract~~agreement ~~with~~to pay 2130555 Ontario Limited, ~~was~~a ~~extended~~Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000 per month for services for the period from July 1, 2023 to ~~June~~December 3031, 2023.

~~F-15~~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.

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 $600,000 from available funds.F-14

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 $18,100 (CAD $24,000 per month) for services for the period from July 1, 2023 to December 31, 2023.

Stock-based compensation – salaries expense related to these employment agreements for the years ended December 31, 2023 and 2022 is $0 and $13,504,200, respectively. Stock-based compensation – salaries expense was recognized ratably over the requisite service period. (See Note 11).

NOTE 9 - INCOME TAXES

A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax

expense as reported is as follows:

Schedule of reconciliation of provision for income tax expenses (recovery)
	2023			2022
	2024			2023
Net loss before income taxes per consolidated financial statements	$	(82,~~163~~433,~~662~~970	)	$	(218,~~693~~163,~~111~~662	)
Income tax rate		21	%		21	%
Income tax recovery		(1511,~~714,400~~000	)		(41,~~555~~714,~~500~~400	)
Non-deductible share-based payments		—			~~3,470,200~~—
Non-deductible interest		3336,~~500~~700			2733,~~600~~500
Loss on settlement of debt		1229,~~422,900~~600			~~770~~1,~~400~~422,900
Initial derivative expense		—			~~7,700~~—
Change in fair value of derivative expense		—			~~12,600~~—
Valuation allowance change		~~258~~244,~~000~~700			~~267~~258,000
Income tax expense (recovery)	$	—		$	—

The significant component of deferred income tax assets on December 31, ~~2023~~2024 and ~~2022~~2023 is as follows:

Schedule of significant component of deferred income tax assets
	2023			2022
	2024			2023
Net operating loss carry-forward	$	1,~~585~~830,~~700~~400		$	1,~~327~~585,700
Valuation allowance		(1,~~585~~830,~~700~~400	)		(1,~~327~~585,700	)
Net deferred income tax asset	$	—		$	—

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

As of December 31, ~~2023~~2024 and ~~2022~~2023 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, ~~2023~~2024 and ~~2022~~2023 and no interest or penalties have been accrued as of December 31, ~~2023~~2024 and ~~2022~~2023. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2009 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

NOTE 10 – 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).

F-16

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 $0.001 per 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 Company six months after the date of issuance at a price of $0.25 per 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 5,000 to 30,000 and reduction of the conversion price from $0.0035 per share to $0.002 per share. On April 27, 2022, a 1 for 1,000 reverse stock split of the Company’s common stock took effect which increased the conversion rate from $0.002 per share to $2.00 per 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 $2.00 per share to $0.25 per share.

F-15

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 $0.001 per 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 $2.00 per share to $0.25 per 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 296,951 resulting 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 300,000 shares of preferred stock as Series E Convertible Preferred Stock (“Series E Stock”). Series E Stock are non-voting, have a par value of $0.0001 per share and have a stated value of $1.00 per 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 ~~March~~September 2629, ~~2022~~2023, ~~the Company issued 10,500 shares of Series A Convertible Preferred Stock with~~ a ~~fair~~1 ~~value of $4,200 ($2.50 per share)~~ for ~~compensation due to Nadav Elituv~~1,000 ~~the~~reverse ~~Chief~~stock ~~Executive~~split ~~Officer~~ of the Company’s common stock took effect.

On ~~April~~October 2710, ~~2022~~2024, ~~a 1 for 1,000 reverse stock split of~~ the Company’s ~~common~~elected ~~stock took effect which increased the conversion rate of (i) Series A Stock from 1 (one) share of Series A Stock for 1 (one) share of common stock (pre-reverse stock-split)~~ to ~~1 (one) share of Series A Stock for 1~~convert 80,000 ~~(one thousand)~~ shares of ~~common stock (post-reverse stock-split) (ii)~~ Series BC ~~Stock~~Convertible ~~from~~Preferred ~~1 (one) share of Series B~~ Stock ~~for~~into ~~1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series B Stock for 1~~32,000,000 ~~(one thousand)~~ shares of common stock ~~(post-reverse~~ ~~stock-split) and (iii) Series D Stock from 1 (one) share~~ of Series D Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series D Stock for 100 (one hundred) shares of common stock (post-reverse stock-split). The Company accounted for the ~~increase~~issuer in ~~the conversion rates as an extinguishment and recorded a deemed dividend (contribution) in~~ accordance with ~~ASC 260-10-599-2. As such, on April 27, 2022,~~ the ~~shares~~original terms of ~~Series~~the ~~A Stock,~~ Series BC ~~Stock~~Convertible ~~and Series~~Preferred D Stock ~~were recorded at fair value of $1,966,043, $209,585 and $39,921, respectively, and resulting in a deemed dividend (contribution) of $1,396,721, ($1,354,515) and ($749,085), respectively~~.

OnSeries ~~September~~A 29Stock, ~~2023,~~Series aB 1Stock, ~~for~~Series 1C Stock,~~000~~ ~~reverse stock~~Series ~~split~~D ofStock ~~the~~and ~~Company’s~~Series ~~common~~E ~~stock~~Stock ~~took~~has ~~effect.~~been ~~The~~classified ~~Company~~as ~~accounted~~temporary ~~for~~equity ~~this~~(outside ~~reverse~~of ~~split~~permanent inequity) ~~accordance~~on ~~with~~the ~~ASC~~consolidated ~~260-10-599-2~~balance sheet on December 31, 2024 and ~~recorded~~2023, asince ~~deemed~~share ~~contribution~~settlement is not within the control of the Company.

F-17

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 December 31, 2023 and 2022, since share settlement is not within the control of the Company.

NOTE 11 - STOCKHOLDERS' EQUITY

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

On March 21, 2022, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on March 21, 2022. On April 25, 2022 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on April 27, 2022. 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.

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 basis. 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 year ended December 31, 2024, the Company elected to convert $405,495 of principal and interest of non-redeemable convertible notes into 4,054,949,100 shares of common stock of the Company with a fair value of $1,047,058 resulting in a loss of extinguishment of debt of $641,562.

During the year ended December 31, 2024, the Company elected to settle $133,200 of principal and interest of promissory notes by issuing 1,331,998,300 shares of common stock of the Company with a fair value of $133,200.

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

On October 10, 2024, the Company elected to convert 80,000 shares of Series C Convertible Preferred Stock into 32,000,000 shares of common stock of the issuer in accordance with the original terms of the Series C Convertible Preferred Stock.

F-16

For the year ended December 31, 2023, the Company elected to convert $118,647 of principal and interest of non-redeemable convertible notes into 16,920,700 shares of common stock of the Company with a fair value of $6,894,482 resulting in a loss of extinguishment of debt of $6,775,835.

On February 2, 2023, the Company agreed to issue 978 shares of common stock with a fair value of $3,912 to settle advances with a carrying value of $36,690 (CAD $48,894) due to Nadav Elituv, the former Chief Executive Officer of the Company resulting an increase in additional paid-in capital of $32,778.

On February 2, 2023, the Company agreed to issue 6,346 shares of common stock with a fair value of $25,384 to settle consulting fees with a carrying value of $238,103 (CAD $317,302) due to 2130555 Ontario Limited resulting an increase in additional paid-in capital of $212,720. 2130555 Ontario Limited is controlled by Nadav Elituv, the former Chief Executive Officer of the Company.

On March 3, 2023, the Holder of Series B Stock elected to convert 7,000 shares of Series B Stock into 7,000 shares of common stock resulting in a $69,162 reduction in the carrying value of Series B Stock.

On May 12, 2023, the Company issued 32 shares of common stock to satisfy an obligation for common stock to be issued with a carrying value of $336,000.

On May 16, 2023, the Holder of Series B Stock elected to convert 4,000 shares of Series B Stock into 4,000 shares of common stock resulting in a $39,921 reduction in the carrying value of Series B Stock.

On June 30, 2023, 10,000 shares of Series C Stock automatically converted into 4,000 shares of common stock in accordance with the Certificate of Designation resulting in a $296,951 reduction in the carrying value of Series C Stock.

On September 29, 2023, the holder of Series A Stock elected to convert 25,000 shares of Series A Stock into 25,000,000 shares of common stock.

~~During the year ended December 31, 2022, the Company elected to convert $103,640 of principal and interest of non~~F-~~redeemable convertible notes into 27,410 shares of common stock of the Company with a fair value of $3,772,390 resulting in a loss of extinguishment of debt of $3,668,750.~~17

F-18

On April 27, 2022, the Company issued 90,000 shares of common stock with a fair value of $13,500,000 to Nadav Elituv, the Company's Chief Executive Officer, due under his employment agreement dated July 1, 2021, amended on October 1, 2021 and March 26, 2022.

On April 28, 2022, the Holders of Series B Stock elected to convert 4,000 shares of Series B Stock into 4,000 shares of common stock resulting in a $39,521 reduction in the carrying value of Series B Stock.

On May 4, 2022, the Holders of Series D Stock elected to convert 40,000 shares of Series D Stock into 4,000 shares of common stock resulting in a $39,521 reduction in the carrying value of Series D Stock.

On September 26, 2022, the Holder of Series B Stock elected to convert 6,000 shares of Series B Stock into 6,000 shares of common stock resulting in a $59,281 reduction in the carrying value of Series B Stock.

Common stock to be issued

On December 31, 2023 and 2022, the Company had an obligation to issue 0 shares of common stock valued at $0 and 32 shares of common stock valued at $336,000, respectively, for stock-based compensation – consulting services. These shares relate to an agreement dated August 1, 2020 for services to be provided from August 1, 2020 to July 31, 2022 whereby the Company shall pay 50 shares of Common Stock of the Company with a fair value of $525,000 for consulting. The shares are expensed the earlier of (i) the date of issue of shares or (ii) on a straight line over the life of the contract. On May 12, 2023, the Company issued 32 shares of common stock to satisfy the obligation.

NOTE 12 – SUBSEQUENT EVENTS

From January 1, 2023 to March 28, 2024, the Company elected to convert $5,865 of principal and interest of non-redeemable convertible notes into 58,650,000 shares of common stock of the Company with a fair value of $456,000 resulting in a loss of extinguishment of debt of $450,135.

From January 1, 2023 to March 28, 2024, the Company received cash advances of $88,834 (CAD$117,832) in accordance with the terms of the Grid Promissory Note and Credit Facility Agreement with The Cellular Connection Ltd.

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.

On February 26, 2024, the Company agreed to issue 8,000,000 shares of common stock with a fair value of $109,600 to settle accrued salary of $295,989 (CAD $400,000) due to Nadav Elituv, the Chief Executive Officer of the Company resulting an increase in additional paid-in capital of $186,389.

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 $600,000 from available funds.

F-19

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.

ITEM 9A(T). CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, ~~2023~~2024. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). As a result of this assessment, management concluded that, as of December 31, ~~2023~~2024, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our 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 US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2024: (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 in (i) and (ii) 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended December 31, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

During the quarter ended December 31, ~~2023~~2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Insider Trading Policy. We have adopted the Two Hands Corporation Insider Trading Policy (the “Insider Trading Policy”), which applies to all directors, officers, employees, independent contractors, and consultants of the Company and its subsidiaries, as well as certain other persons. The Insider Trading Policy is designed to promote compliance with U.S. federal and state securities laws, rules and regulations and the applicable rules and regulations of OTC Pinks, with respect to the purchase, sale and/or disposition of the Company’s securities. The Insider Trading Policy addresses the implementation of certain trading blackout periods in the Company’s securities for Company insiders. A copy of the Insider Trading Policy is filed as Exhibit 19 to this 2024 Form 10-K.

Our bylaws state the number of directors of the Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three (3) directors who are expected to hold office until our nest meeting of the shareholders. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Report:

The names of our director and executive officers as of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Name	Age		Position(s)
Nadav Elituv (1)		60	CEO, President, Secretary, Treasurer and Director (Principal Executive Officer)
Emil Assentato (1)		75	Chief Executive Officer, President, Treasurer, Secretary and Director (Principal Executive Officer)
Steven Gryfe		55	Chief Financial Officer (Principal Financial and Accounting Officer)
Matthew Stark (1)		37	Chief Financial Officer and Director (Principal Financial and Accounting Officer)
Ryan Wilson (1)		48	Director
Craig Marshak (1)		63	Director
Bradley Southam (1)		52	Director

(1) Members of the Audit Committee

Professional Experience

The biographies of each executive officer below contain information regarding the person’s service as an executive officer, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.

A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows:

~~Nadav~~Emil ~~Elituv~~Assentato, ~~President,~~Chief ~~Secretary~~Executive Officer, President, Treasurer, &Secretary and Director

~~Nadav~~Emil ~~Elituv~~Assentato has been the Chief Executive Officer, President, ~~Secretary,~~ Treasurer, Secretary and a ~~Board~~Director ~~member~~ of the Company since ~~June~~December ~~2014~~30, 2024. ~~With~~Emil ~~over~~Assentato ~~thirty~~spent ~~years~~most of ~~leadership~~his insignificant career ~~the~~working ~~technology~~for ~~sector,~~Compaigine heFinancier ~~founded Imagin8~~Tradition, a ~~digital~~publicly ~~consulting~~owned ~~firm~~company on the Geneva Exchange under the symbol CFT, in ~~August~~its ~~2008~~wholly owned subsidiary Tradition North America, ~~where~~from heAugust ~~has~~1, ~~continually~~1986 ~~served~~through asJune ~~President.~~30, Mr2017. ~~Elituv~~This isjourney ~~recognized~~included ~~for~~the following positions within his ~~results-oriented~~scope at Tradition: CEO from 1991 through 2014: Chairman 2014 through 2017; President Tradition Government Securities 1994 through ~~approach,~~2014: ~~expertise~~Chairman inand ~~high-tech~~CEO ~~systems~~of Tradition Securities and Derivatives, Inc, Chairman and ~~ability~~CEO tofrom ~~lead~~2008 ~~innovative~~through ~~digital~~2013: ~~enterprises.~~Initiated HeTradition’s advance ~~has~~in aSouth ~~proven~~America ~~track~~establishing ~~record~~offices in ~~building~~Argentina (1995), ~~developing~~ Chile(2004), Columbia (2004), Mexico (2004) and ~~leading~~briefly ~~high-performance~~in ~~teams~~Brazil all in the early 2000’s: Chairman, ~~driving~~Standard ~~strategic~~Credit ~~initiatives~~Group, ~~and~~LLC ~~achieving~~2008 ~~key~~through ~~business~~2013: ~~goals~~Director, StreamingEdge, Inc. ~~Additionally~~2008 through 2014, Inc.: Main Board Executive Compaignie Financier Tradition (CFT) 2002 through 2017. Along the way Mr. ~~Elituv~~Assentato occupied the following ~~has~~positions ~~extensive~~of ~~experience~~which insome ~~mergers~~are ~~and~~still ~~acquisitions~~active: Chairman Currency Mountain Holdings Ltd Malta 2010 through present: Chairman Triton Capital Markets Ltd, Malta 2010 through present: Chairman TraderMade Ltd UK 2015-present: FXDD LLC 2002 through 2015 Chairman: Nukkleus, Inc. (~~M&A~~Nasdaq: NUKK) 2016 through July 2024, ~~further~~Chairman ~~enhancing~~and ~~his~~CEO ~~capability~~of Nukkleus Inc. Notable career accomplishments included the first individual to ~~navigate~~execute ~~complex~~an ~~business~~over-the-counter ~~landscapes~~peer-peer Euro Dollar Future in North America 1982: among the first to execute a peer-peer interest rate swap in 1982: including the above started other desks at the forefront of financial product innovation brokering Lesser Developed Country debt desk 1989: among the first to initiate Credit Derivative Desk in the mid 1990’s. Mr. Assentato was early in recognizing the importance of Crypto as a medium for payment solutions through Nukkleus Inc. and ~~expand~~was ~~company~~early ~~operations~~in ~~effectively~~the development of retail FX (FXDD) in 2002: Mr. Assentato holds a Bachelor of Scient degree in Economics with a minor in Philosophy from Hofstra University 1971 and received honorable discharge from the US Navy in 1972.

Mr. Elituv attended Concordia University and York University. Mr. Elituv is a full time employee of the Company. Mr. Elituv has not entered into a non-disclosure or a non-competition agreement with the Company.

Steven Gryfe, Chief Financial Officer

Steven Gryfe was appointed Chief Financial Officer on June 18, 2019. Mr. Gryfe has had a career of over twenty years in the technology field in the roles of sales and marketing and as Chief Operating Officer of On the Go Technologies Group. While at On the Go Technologies Group, Mr. Gryfe was instrumental in its growth from revenue of $91,584 in 2003 to over $30 million in 2006. Mr. Gryfe was also President and CEO of HCQ Technologies from 2008 until 2011. He has also had an active role in community serving as President and GM of Toronto Avenue Road Hockey Association.

Mr. Gryfe earned a Bachelor of Arts from Carleton University. He is a full time employee of the Company. Mr. Gryfe has not entered into a non-disclosure or a non-competition agreement with the Company.

~~Ryan~~Matthew ~~Wilson~~Stark, Chief Financial Officer and Director

~~Ryan~~Matthew ~~Wilson~~Stark has been ~~serving~~the asChief Financial Officer and a ~~member~~Director of the Company~~’s Board~~ ~~of Directors~~ since ~~January~~February 3120, ~~2019~~2025. Mr. ~~Wilson~~Stark ~~has~~brings an15 ~~extensive~~years’ ~~career~~experience inof ~~the~~accounting ~~digital~~and ~~field~~financial ~~spanning more than twenty years of~~reporting ~~his~~within ~~career~~the ~~advancing~~financial ~~digital~~services ~~initiatives~~industry, ~~with~~including aforeign ~~track~~exchange ~~record that speaks for itself~~trading, ~~including~~FINRA-regulated ~~digital~~broker-dealer ~~marketing~~services, ~~digital strategy~~ and ~~digital~~ ~~transformation~~cross-border ~~through innovation for financial~~ payment services. He ~~Most~~was ~~recently~~employed ~~acting~~with asFXDD ~~Principal Consultant~~ for ~~e-commerce~~12 ~~digital innovation at msg Global Solutions~~years, ~~starting~~having ~~back~~an ininstrumental ~~May~~role ~~2017, msg Global Solutions specializes~~ in ~~SAP~~all ~~enterprise~~corporate ~~implementations.~~accounting ~~Prior to that~~operations, ~~Ryan~~with ~~spent~~a ~~over~~heavy focus ~~four~~on ~~years defining~~ the ~~digital~~external ~~experiences~~audits ~~for Ontario Teachers’ Pension Plan from March 2013 to May 2017 primarily influencing leadership teams~~ and ~~building~~regulatory ~~implementation~~requirements ~~teams~~of ~~for~~FXDD ~~site~~ and ~~app~~their ~~development~~global subsidiaries. Mr. ~~From~~Stark ~~developer~~joined ~~to director~~Nukkleus, MrInc. ~~Wilson~~(Nasdaq: ~~has~~NUKK) ~~been involved~~ in ~~all~~2022 ~~aspects~~and ofcurrently ~~digital~~serves ~~development.~~as ~~Currently~~their ~~focusing~~Corporate onController. ~~technologies~~After ~~such~~receiving ashis ~~Block~~Bachelor's ~~Chains,~~degree ~~NLP~~in ~~(natural~~Business Administration ~~language~~in ~~processing)~~2010, ~~AI and machine learning, at an insurrect innovation lab~~Mr. ~~Using~~Stark ~~design~~graduated ~~thinking~~from ~~methodologies~~Pace ~~and~~University anin ~~agile~~2015 ~~approach, Mr.~~with ~~Wilson~~his Master’s ~~career~~degree ~~has~~in ~~centered around implementing pilot projects, planning migrations, post implementation iterations, risk planning, and digital transformation~~Accounting.

~~Mr.~~Craig ~~Wilson earned a Bachelor of Arts from Trent University. He will devote approximately 5% of his working time to the Company~~Marshak, ~~and has not entered into a non-disclosure or a non-competition agreement with the Company.~~Director

~~Bradley~~Craig ~~Southam~~Marshak has been a Director of the Company since January 3, 2025. Mr. Marshak has been a Managing Director at Clear Think Capital since joining the firm in March 2021. From 2018 to 2021, he served as Senior Advisor to SHR Ventures LLC, the family office of Stanley Hutton Rumbough, whose grandfather founded E.F. Hutton. During this time, he co-founded Moringa Acquisition, a NASDAQ-listed SPAC, where he serves as Vice Chairman and Co-Founder. Since 2002, Mr. Marshak has been a Principal at Israel Venture Partners (israelventurepartners.com), a platform focused on identifying and investing in Israeli technology and healthcare companies. Mr. Marshak began his investment banking career at Morgan Stanley in the Merchant Banking department before moving to Corporate Finance and Mergers & Acquisitions at Wertheim Schroder and later Schroders in London, England. He went on to establish the London office of Robertson Stephens and, from 1998 to 2001, was Co-Head of the Nomura Technology Merchant Banking Group in London, specializing in high-growth companies in the Israeli and Silicon Valley sectors.

~~Bradley~~His ~~Southam~~expertise ~~was~~includes ~~appointed to the Board of Directors~~advising on ~~June~~multi-billion-dollar 11restructuring assignments, ~~2019.~~such ~~Mr.~~as ~~Southam~~the ~~has~~privatization aof ~~career~~Israel ~~for~~Chemicals ~~over~~from ~~nineteen~~Israeli ~~years~~government inownership, the restructuring ~~digital~~of ~~marketing,~~Koor ~~strategy~~Industries ~~and~~(formerly ~~design~~one ~~services~~of ~~industry.~~Israel’s ~~Most recently~~largest heconglomerates), ~~has~~and ~~been~~ the ~~owner~~landmark ~~and~~restructuring ~~creative director~~ of ~~Linus~~Manville ~~Creative Services~~Corporation. Mr. ~~Southam~~Marshak isand ~~the~~his ~~vice~~team ~~chair~~at ofSchroders led the ~~Cambridge~~entirety ~~Arts~~of ~~and culture~~the ~~advisory~~Manville ~~committee~~engagement, ~~and~~which awas ~~board~~one ~~member~~ of the ~~grand~~most ~~river~~complex ~~film~~restructurings ~~festival~~of its era. ~~Previously~~ Mr. ~~Southam~~Marshak ~~was~~graduated ~~creative~~summa ~~director~~cum ~~with~~laude ~~“Go Motion~~ and ~~Design”~~Phi aBeta ~~division~~Kappa ofwith Onan ~~the~~A.B. Godegree ~~Technologies~~from ~~Group,~~Duke ~~which~~University. He was aawarded ~~publicly~~the ~~traded~~Roger ~~company~~Alan Opel onScholarship to the USLondon ~~OTC~~School of Economics and later earned a J.D. from ~~2005~~Harvard toLaw ~~2008~~School.

Mr. Southam earned a Bachelor of Fine Arts from York University, and a graphic design degree from Central Saint Martins in London, UK. He will devote approximately 5% of his working time to the Company, and has not entered into a non-disclosure or a non-competition agreement with the Company.

Family Relationships

There are no family relationships between any of our officers and directors.

Significant Employees

We do not have any significant employees other than our current executive officers named in this Report.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been personally involved in any of the following events during the past ten years:

	●	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	●	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	●	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
	●	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	●	being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	●	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Conflicts of Interest

Investors should be aware of the following potential conflicts of interest:

●

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

Board Leadership Structure and the Board’s Role in Risk Oversight

The Board of Directors currently does not have an independent Chairman. Our Chief Executive Officer acts as the Chairman of the Board. The Board determined that in the best interest of the Company the most effective leadership structure at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.

● This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Mr. ~~Elituv~~Assentato’s continuation in the combined role of the ~~Acting~~ Chairman and Chief Executive Officer is in the best interest of the stockholders.

●

The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.

Independent Directors

Our Board of Directors has determined that ~~Ryan~~Craig ~~Wilson~~Marshall ~~and~~is ~~Bradley~~an ~~Southam are~~ “independent ~~directors~~director” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). As of ~~March~~April 2911, ~~2024,~~ 2025 our common stock is quoted on the OTC Pinks tier of the OTC Markets.

Committees of the Board

The Board of Directors has the responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board's primary responsibility is to oversee the management of our company and, in so doing, serve the best interests of our company and our stockholders. Our full Board of Directors performs all of the functions normally designated to a Compensation Committee and Nominating Committee.

Audit Committee

The primary function of the Audit Committee is to assist the Board in its oversight responsibilities of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements as they relate to the Company’s financial statements; the qualifications, independence and performance of the Company’s external auditor; the enterprise risk management process; internal control over financial reporting and disclosure controls and procedures; the performance of the Company’s internal audit function; and performing additional duties set out or otherwise delegated to the Audit Committee by the Board.

On October 26, 2021, the Company’s Board of Directors established an Audit Committee and adopted an Audit Committee Charter. The Company’s Board of Directors appointed Nadav Elituv, Ryan Wilson and Bradley Southam to serve as members of the Audit Committee until the Company’s next annual meeting of shareholders. The Audit Committee does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K.

Procedure of Nominating Directors

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates ~~for~~ for director positions that are recommended by any of our stockholders. The recommended candidate should be submitted to us in writing addressed to ~~373~~141 ~~Joicey~~Piping ~~Blvd.,~~Rock ~~North~~Road ~~York,~~Locust ~~Ontario~~Valley, New ~~Canada~~York ~~M5M 2W2~~11560.. The recommendation shall include the following information: name of candidate; address, phone, and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our Board of Directors and stating why the candidate believes that he or she meets the director qualification criteria and would otherwise be a valuable addition to our Board of Directors; a summary of the candidate's work experience for the prior five years and the number of shares of our stock beneficially owned by the candidate.

The Board will evaluate the recommended candidate and will determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the right to change our procedures at any time to comply with the requirements of applicable laws.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide a copy of our Code of Ethics to any person, free of charge, upon written request to ~~Nadav~~Emil ~~Elituv~~Assentato at Two Hands Corporation, ~~373~~141 ~~Joicey~~Piping ~~Blvd.,~~Rock ~~North York~~Road, Locust ~~Ontario~~Valley, New ~~Canada~~York ~~M5M 2W2~~11560.

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Nadav Elituv, Principal Executive Officer, President, Chairman and Director	2023	$ 808,076	$ -	$-	$ -	$-	$ -	$ -	$ 808,076
Emil Assentato, Principal Executive Officer, President, and Director	2024	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
	2022	$ 195,551	$ -	$13,504,200	$ -	$-	$ -	$ -	$ 13,699,751
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
Steven Gryfe, Chief Executive Officer	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
Matthew Stark, Chief Financial Officer and Director	2024	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
	2022	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
Andrew Kucharchuk, former Chief Financial Officer and Director	2024	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
Nadav Elituv, former Principal Executive Officer, President, Chairman and Director	2024	$ 809,038	$ -	$-	$ -	$-	$ -	$ -	$ 809,038
	2023	$ 808,076	$ -	$-	$ -	$-	$ -	$ -	$ 808,076
Steven Gryfe, former Chief Financial Officer	2024	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -

No shares of common stock of the Company have been sold by the Officers other than reported on Form 4, Statement of Changes of Beneficial Ownership of Securities, filed with the Securities Exchange Commission and remain in book-entry held by the Company’s transfer agent.

Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End

On December 31, ~~2023~~2024, there were no unexercised options and no equity incentive plan awards for each name executive officer.

We do not have any qualified or non-qualified defined benefit plans or nonqualified defined contribution plans or other deferred compensation plans. There are no contracts, agreements, plans or arrangements that provide for payment to our named executive officer following or in connection with the resignation, retirement or termination of the named executive officer, a change in control of our Company, or a change in the named executive officer's responsibilities following a change in control.

Employment Agreements

On January 151, ~~2023~~2024, ~~the~~entered ~~Company~~into ~~executed~~a anconsulting ~~employment~~ agreement to ~~for~~pay ~~the~~2130555 ~~period~~Ontario ~~from January 1~~Limited, ~~2023~~a toCompany ~~December~~controlled ~~31,~~by ~~2023 with~~ Nadav Elituv, ~~the~~a ~~Chief~~monthly ~~Executive~~consulting ~~Officer~~fee of ~~the~~CAD ~~Company~~$24,000 ~~whereby the~~per ~~Company~~month ~~shall~~for ~~pay~~services anfor the ~~annual~~period ~~salary~~from ofJanuary ~~$600~~1,~~000~~ ~~from~~2024 ~~available~~to ~~funds~~December 31, 2024.

On July 1, 2023, entered in to a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of $18,100 (CAD $24,000 per month) for services for the period from July 1, 2023 to December 31, 2023.

COMPENSATION OF DIRECTORS

The following table summarizes compensation paid to all of our directors who were not our named executive officers during the fiscal year ended December 31, ~~2023~~2024:

Name	Fees Earned of Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Ryan Wilson, Director	$	—	$	—	$	—	$	—	$	—
Bradley Southam, Director	$	2,714	$	—	$	—	$	—	$	2,714
Yan Namer, Director	$	—	$	—	$	—	$	—	$	—

~~During~~Name ~~the~~Fees ~~years~~Earned ~~ended~~of ~~December~~Paid ~~31,~~in ~~2023~~Cash ~~and~~($) ~~2022~~Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) Craig Marshak, ~~the~~ ~~Company~~Director ~~paid~~$ ~~Linus~~— ~~Creative~~$ ~~Services~~— $ — $ — $ — Ryan Wilson, aformer ~~business~~Director ~~controlled~~$ by— $ — $ — $ — $ — Bradley Southam, aformer ~~director~~Director of$ ~~the~~— ~~Company,~~$ — $~~2,714~~ ~~and~~— $~~26,307,~~ ~~respectively, for~~— ~~advertising~~$ ~~services.~~—

During the years ended December 31, 2024 and 2023, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a former director of the Company, $0 and $2,714, respectively, for advertising services.

DIRECTOR COMPENSATION

We did not provide any cash compensation to the directors for their service as directors during the last fiscal year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, ~~2023~~2024, ~~Nadav~~Emil Assentato, Nadav Elituv, Ryan Wilson, Bradley Southam and Brandon Milner served as our directors. We do not have a separately standing compensation committee and our board of directors did not perform similar functions as there was no executive compensation paid from our inception on April 3, 2009 through the end of our most recently completed fiscal year ended December 31, ~~2023~~2024. Our board of directors performs the functions of a compensation committee, however as of the date of this Report, the board of directors have not have any set compensation.

32During the fiscal year ended December 31, 2024, none of our executive officers:

During the fiscal year ended December 31, 2023, none of our executive officers:

served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors;

served as a director of another entity, one of whose executive officers served as a member of our board of directors; or served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of ~~March~~April 2811, ~~2024~~2025, as to shares of our shares of common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our shares of common stock, (2) our named executive officer listed in the summary compensation table, (3) each of our directors and (4) all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

	Common Stock
Beneficial Owner (1)	Number of Shares Beneficially Owned	Percentage of Class (2)
Name and Address of Beneficial Owner (1)	Beneficially Owned	Approximate Percentage of Issued and Outstanding Common Stock(6)
Nadav Elituv, Chief Executive Officer and Director	33,097,398 (4)	30.44%
Emil Assentato (2)	3,000,000,000	54.9%
Ryan Wilson, Director	40	0.00%
Craig Marshak (3)	0	0.00%
Bradley Southam, Director	40	0.00%
Matthew Stark (4)	0	0.00%
Steven Gryfe, CFO	40	0.00%
All Directors and Officers as a Group	3,000,000,000	54.9%
All directors and executive officers (4 persons)	33,097,518	30.44%

Notes:

(1) Unless otherwise noted, the address of the reporting person is c/o Two Hands Corporation, 373 Joicey Blvd., North York Ontario, Canada M5M 2W2

	(1)	Unless otherwise noted, the business address of each of the following is 141 Piping Rock Road, New York, New York, 10128.
	(2)	Effective December 30, 2024, Emil Assentato was appointed as a member of the Board and as Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of the Company. On January 3, 2025, Mr. Assentato resigned as Chief Financial Officer of the Company.
	(3)	On January 3, 2025, Craig Marshak was appointed as a member of the Board.

	(4)	On February 20, 2025, Matthew Stark was appointed as Chief Financial Officer of the Company and as a member of the Board.

(25) Based on ~~108~~5,~~740~~469,~~329~~037,729 shares of common stock outstanding as of ~~March~~April 2811, ~~2024~~2025 and shares of common stock that the reporting person has the right to acquire within 60 days from the date thereof.

Securities Authorized for Issuance Under Equity Compensation Plans

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act and will be governed by the final adjudication of such issue.

Our Policy Concerning Transactions with Related Persons

Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

We recognize that transactions between us and any of our Directors or Executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of our Company and stockholders.

The Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

Transactions

As of December 31, ~~2023~~2024 and ~~2022~~2023, advances and accrued salary of $~~883,534~~0 and $~~185~~883,~~473~~534, respectively, were due to Nadav Elituv, the Company's former Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the year ended December 31, ~~2023~~2024, the Company issued advances due to related party for $~~108~~62,~~383~~928 offor expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $3445,~~246~~278 in cash. ~~In addition, the Company accrued salary of $808,076 due to Nadav Elituv for the year ended December 31, 2023.~~

On February 226, ~~2023~~2024, the Company agreed to issue ~~978~~ 8,000,000 shares of common stock with a fair value of $3109,~~912~~600 to settle ~~advances~~accrued ~~with~~salary aand ~~carrying~~expenses ~~value~~ of $36296,~~690~~000 (CAD $48400,~~894~~000) due to Nadav Elituv, the former Chief Executive Officer of the Company resulting an increase in additional paid-in capital of $32186,~~778~~400.

On ~~February~~December 230, ~~2023~~2024, the Company agreed to ~~issue 6,346~~settle ~~shares~~accrued ofliabilities ~~common~~due ~~stock~~to ~~with~~Nadav aElituv, ~~fair~~the ~~value~~Company's offormer ~~$25,384~~Chief toExecutive ~~settle~~Officer, ~~consulting~~totaling ~~fees~~$1,392,859 ~~with~~for a New Promissory Note with carrying value of $~~238~~1,~~103 (CAD $317~~700,~~302)~~000 ~~due to 2130555 Ontario Limited~~ resulting ~~an increase~~ in ~~additional~~a ~~paid-in~~loss ~~capital~~of extinguishment of $~~212~~307,~~720~~341. ~~2130555 Ontario Limited is controlled by Nadav Elituv, the Chief Executive Officer of the Company.~~

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.

Director Independence

Our Board of Directors has determined that ~~Ryan~~Craig ~~Wilson~~Marshall ~~and~~is ~~Bradley~~an ~~Southam are~~ “independent ~~directors~~director” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). As of the of this Report, our common stock is quoted on the OTC Pinks tier of the OTC Markets.

Indemnification

In accordance with the provisions in our Certificate of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees related to services performed by Sadler, Gibb & Associates, LLC for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 were as follows:

	2023		2022
	2024		2023
Audit Fees	$	7076,~~177~~000	$	6670,~~500~~177
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	7076,~~177~~000	$	6670,~~500~~177

Pre-Approval Policies

The Board's policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All of the services provided during the fiscal year ended December 31, ~~2023~~2024 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended December 31, ~~2023~~2024.

During the approval process, the Board considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a. The following documents are filed as part of this annual report on Form 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets on December 31, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Operations for the years ended December 31, ~~2023~~2024 and ~~2022~~2023

Consolidated Statement of Stockholders' Deficit for the years ended December 31, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Cash Flows for the years ended December 31, ~~2023~~2024 and ~~2022~~2023

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K.

			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
19.1	Insider Trading Policy	X
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2*	Certification of 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

*Furnished, not filed.

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.

ITEM 16. FORM 10-K SUMMARY. None

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TWO HANDS CORPORATION
Dated: April 1, 2024	By: /s/ Nadav Elituv Name: Nadav Elituv Title: President, Chief Executive Officer and Director (Principal Executive Officer)
Dated: April 14, 2025	By: /s/ Emil Assentato Name: Emil Assentato Title: President, Chief Executive Officer and Director (Principal Executive Officer)
	By: /s/ Steven Gryfe Name: Steven Gryfe Title: Chief Financial Officer (Principal Financial and Accounting Officer)
	By: /s/ Matthew Stark Name: Matthew Stark Title: Chief Financial Officer and Director (Principal Financial and Accounting Officer)

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

SIGNATURE	TITLE	DATE
By: /s/ Nadav Elituv Nadav Elituv	President, Chief Executive Officer and Director (Principal Executive Officer)	April 1, 2024
By: /s/ Emil Assentato Emil Assentato	President, Chief Executive Officer and Director (Principal Executive Officer)	April 14, 2025
By: /s/ Steven Gryfe Steven Gryfe	Chief Financial Officer (Principal Financial and Accounting Officer)	April 1, 2024
By: /s/ Matthew Stark Matthew Stark	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	April 14, 2025
By: /s/ Ryan Wilson Ryan Wilson	Director	April 1, 2024
By: /s/ Craig Marshak Craig Marshak	Director	April 14, 2025
By: /s/ Bradley Southam Bradley Southam	Director	April 1, 2024

Filing Compare · Two Hands Corp