UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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, ~~2024~~2025

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

Commission File Number: ~~333~~000-~~167667~~56065

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

	Delaware		33-4429767
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	41 Piping Rock Road Locust Valley, New York		11560
	141 Piping Rock Road Locust Valley, New York		11560
	(Address of Principal Executive Offices)		(Zip Code)

(516) 384-8577

(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. $~~228~~11,~~450~~612,621.

As of ~~April~~March 1131, ~~2025~~2026 the registrant had 56,~~469~~501,~~037~~509,~~729~~691 outstanding shares of Common Stock.

Documents incorporated by reference: None.

TABLE OF CONTENTS

PART I		Page
		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	56
Item 1B.	Unresolved Staff Comments	146
Item 1C.	Cybersecurity	146
Item 2.	Properties	147
Item 3.	Legal Proceedings	147
Item 4.	Mine Safety Disclosures	157
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	158
Item 6.	[Reserved]	169
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1610
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2518
Item 8.	Financial Statements and Supplementary Data	2518
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2720
Item 9A.	Controls and Procedures	2720
Item 9B.	Other Information	2720
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2820
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2821
Item 11.	Executive Compensation	3124
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3326
Item 13.	Certain Relationships and Related Transactions and Director Independence	3427
Item 14.	Principal Accountant Fees and Services	3528
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3629
Item 16.	Form 10-K Summary	3831
	Signatures	3831

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~~In ~~Company~~June is2025, ~~focused exclusively on~~ the ~~grocery~~Company ~~market~~announced, ~~through~~after ~~its~~fully ~~on-demand~~evaluating ~~branch~~the oflegacy ~~its~~business, ~~grocery~~the ~~businesses:~~Company ~~Cuore~~is ~~Food~~taking ~~Services.~~steps ~~The~~to ~~branch~~reinvigorate ~~uses~~it ~~industry~~and ~~standard~~establish ~~warehouse~~a ~~storage~~new pathway ~~space~~in ~~and~~the ~~inventory~~same business space. The Company’s ~~inventory~~will iscontinue ~~updated~~to ~~continuously~~evaluate ~~and~~opportunities ~~generally~~both ~~consists~~inside ofand ~~produce,~~outside ~~meats,~~the ~~pantry~~food ~~items~~industry, ~~bakery~~including, &but ~~pastry~~not ~~goods,~~limited ~~gluten-free goods~~to, ~~and~~ventures ~~organic~~within ~~items,~~the ~~acquired~~digital ~~from various different suppliers in Canada and internationally~~asset, ~~with whom~~fintech ~~the Company~~ and ~~its~~gig ~~principals~~economy ~~have cultivated long-term relationships~~spaces.

In January 2025, the Company also announced its ~~plans~~new tobusiness ~~strategically~~in ~~reposition~~the ~~for~~artisan ~~future~~crafted ~~growth~~denim ~~outside~~and ofpremium ~~the~~combed ~~wholesale~~Pima ~~food~~cotton ~~distribution~~yarns space ~~branch~~in ~~and~~cooperation iswith Videlia ~~taking~~Mills. ~~steps~~Mid toway ~~ensure~~through a2025 ~~smooth~~discussions ~~and~~with ~~efficient~~Videlia ~~transition~~Mills ~~away~~ceased ~~from~~and the ~~legacy~~Company ~~business~~does not expect them to continue.

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".

On October 15, 2025, the Company incorporated a wholly owned subsidiary, Meridan Capital Management Inc., a Nevada corporation, for the purpose of holding investments. During the year ended December 31, 2025, Meridan Capital Management Inc. held cash and did not have operations.

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.

Research and Development

We did not incur any research and development costs during the fiscal year ended December 31, ~~2024~~2025 and ~~2023~~2024.

Customers

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

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.

Management's Plan of Operation

In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.

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~~ITEM ~~and~~1A. ~~Logistics~~RISK FACTORS

~~The~~Not ~~company~~applicable ~~plans~~ to ~~expand~~smaller ~~storage~~reporting ~~and warehousing, expand warehouse staff, add more delivery trucks and expand the delivery area~~companies.

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 can neither predict nor identify all such risks nor can it accurately predict the impact, if any, of such risks on 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 forward-looking statements to predict actual future results. This Form 10-K and the accompanying financial information should be read in conjunction with this statement concerning risks and uncertainties. Some of the risks, uncertainties and events that 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 those stated below. Those listed and other risks not specifically referred to may in the future materially affect the Company’s financial performance, and accordingly an investment in the Company 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 of their investment for an indefinite period.

The Company’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. 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.

The 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 of Risk Factors

Risks Related to the Company’s Business

Competition to the Company

The Company’s business operates in a dynamic and competitive 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.

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.

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

As of December 31, 2024, the Company had cash of $1,733 and total liabilities of $3,665,969. During the year ended December 31, 2024, the Company incurred a net loss of $2,433,970 and used cash in operating activities of $250,503, and on December 31, 2024, had a shareholders’ deficit of $3,568,234. The Company is currently funding its initial operations by way of loans from its Chief Executive Officer and others and through the issuance of Common Shares in exchange for services. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ending December 31, 2024, have included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

If the Company is unable to raise enough capital or obtain additional financing, it may not be able to fulfill its business plan.

On December 31, 2024, the Company only had $1,733 cash on hand. To date, the 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 operating capital is currently limited to the personal resources of its Chief Executive Officer, noteholders, shareholders and others. If the Company is unsuccessful at achieving a sufficient amount of net proceeds, it will continue to rely on loans from its Chief Executive Officer, noteholders, shareholders and others although they are under no obligation to loan any money to the Company. the Company may also raise capital in the future by relying on loans from third party lending sources. However, the Company believes it will be difficult to secure capital in the future because it has no assets to secure debt and there is currently no active trading market for its securities. The Company’s inability to obtain financing 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. 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 could fail if its principal executive officer, Emil Assentato, is unable or unwilling to devote a sufficient amount of time to its business.

The responsibility of developing the Company’s core business, securing the financing necessary to fully execute its business plan and fulfilling the reporting requirements of a public company all fall upon the principal executive officer, In the event Mr. Assentato is unable or unwilling to fulfill any aspect of his duties, the Company may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of its business, whereby you may lose your entire investment. The loss of Mr. Assentato would have a material adverse effect on the Company’s business.

The Company may fail to attract, train and retain skilled and qualified employees, which could impair its ability to generate revenue, effectively service its clients and execute its growth strategy.

The Company’s business depends in large part upon its ability to attract and retain sufficient numbers of highly qualified individuals. The Company competes for such qualified personnel with other companies and such competition is intense. Personnel with the requisites skills and qualifications may be in short supply or generally unavailable. If the Company is unable to recruit and retain a sufficient number of qualified employees, the Company’s ability 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. 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.

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

The Company has not generated any profit. The Company may not be able to successfully attract or maintain customers, resulting in its business failing. If the Company’s business fails, you will lose all or part of your investment.

The Company may encounter difficulties managing its planned growth, which would adversely affect its business and could result in increasing costs as well as a decrease in the Company’s stock price.

The Company intends to establish a customer base and develop new products for them. To manage the Company’s anticipated growth, the Company must continue to improve its operational and financial systems and expand, train, retain and manage its employee base to meet new opportunities. Because of the registration of the Company’s securities, it is subject to reporting and disclosure obligations, and the Company anticipates that it will hire additional finance and administrative personnel to address these obligations. In addition, 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 be harmed.

Material weaknesses in the Company’s internal control over financial reporting may adversely affect its Common 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 file annual, quarterly and current reports with respect to its business and financial condition, proxy statement, and other information. The Sarbanes-Oxley Act requires, among other things, that the Company establish and maintain effective 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 internal control over financial reporting in the Company’s annual report on Form 10-K. 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. 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 manage its business as effectively as it would if an effective control environment existed, and the Company’s business and reputation with investors may be harmed. As a result, the Company’s small size and any current internal control deficiencies may adversely affect its financial condition, results of operation and access to capital. The Company has not performed an in-depth analysis to determine if historical un-discovered failures of internal 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.

Failure to protect the Company’s proprietary technology and intellectual property rights could substantially harm its business and results of operations.

The Company’s success depends to 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. 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.

As the Company grows its business, the Company’s plan is to enter into confidentiality and invention assignment agreements with its employees and consultants and enter into confidentiality agreements with other 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 not prevent the Company’s competitors from independently developing technologies that are substantially equivalent or superior to it products.

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.

Product Safety and Security

The Company is subject to 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 sales are generated from food products, and it could be vulnerable in the event of a significant outbreak of 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.

Supply Chain Disruptions Including Impacts of Climate Change

The Company is exposed to potential supply chain disruptions and errors that could result in obsolete merchandise or an excess or shortage of merchandise in its retail store network. The Company’s distribution and supply chain could be negatively impacted by over reliance on key vendors, consolidation of facilities, disruptions due to severe weather conditions, natural disasters, climate change driven disruptions or other catastrophic events, and failure to manage costs and inventories. A failure to develop competitive new products, deliver high-quality products and implement and maintain effective supplier selection and procurement practices could adversely affect the Company’s ability to deliver desired products to customers and adversely affect the Company’s ability to attract and retain customers, decreasing competitive advantage. A failure to maintain an efficient supply and logistics chain may adversely affect the Company’s ability to sustain and meet growth objectives and maintain margins.

Business Continuity

The Company may be subject to unexpected or critical events and natural hazards, including severe weather events, interruption of utilities and infrastructure or occurrence of pandemics, which could cause sudden or complete cessation of its day-to-day operations. The Company is currently preparing for future waves of COVID-19 along with other pandemics that could occur. However, no such plan can eliminate the risks associated with events of this magnitude. Any failure to respond effectively or appropriately to such events could adversely affect the Company’s operations, reputation and financial results.

Ethical Business Conduct

Any failure of the Company to adhere to its policies, law or ethical business practices could significantly affect its reputation and brands and could therefore negatively impact the Company’s financial 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.

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

In recent years, there has been significant litigation involving patents and other intellectual property rights in the software industry. Companies providing software are increasingly bringing and becoming subject to suits 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 form 10-K, the Company has not received any written notice of an infringement claim, invitation to license, or other intellectual property infringement action.

Any intellectual 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:

● Cease selling or using products that incorporate the intellectual property that the Company allegedly infringe;

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

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

● Redesign the allegedly infringing products to avoid infringement, which could be costly, time-consuming or impossible.

If the Company is required to make substantial payments or undertake any of the other actions noted 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.

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.

A wide variety of provincial, state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing 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.

The Company has implemented and maintained security measures intended to 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 Company collect 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 effect on the Company’s business.

Limitations of Director Liability and Indemnification of Directors and Officers and Employees.

The Company’s certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

● Breach of their duty of loyalty to the Company or its shareholders;

● Act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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

● Transactions for which the directors derived an improper personal 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 bylaws provide that it will indemnify its directors, officers 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.

Limitation on remedies and indemnification.

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.

Uncertainty of Use of Available Funds

Although the Company 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 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.

Legal, Taxation and Accounting

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 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 rules and regulations may expose the Company to proceedings which may materially affect its performance.

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 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 more scrutiny to ensure compliance. In the ordinary course of 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.

Dependence on key management personnel and outside contractors

The Company heavily relies on its officers and directors, as well as its professional advisors. The loss of their services may have a material adverse effect on the Company and 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.

The Company is 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’s discretion and judgment, as well as the expertise and competence of outside contractors. The Company does not have in place formal 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 business, results of operations and financial condition.

The number of persons skilled in handling food allergies and common food service practices is limited and competition for such persons can be high. As the Company’s business activity grows, the Company will require additional qualified personnel, key financial and administrative personnel as well as additional staff. There is no assurance that the Company will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its store operations could be impaired, which could have an adverse impact on its results of operations and financial condition.

Risks Related to the Company’s Common Shares

The Company has the ability to issue additional shares of its Common Shares and shares of preferred stock without asking for shareholder approval, which could cause investments to be diluted.

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.

Substantial sales of the Company’s stock may impact on the market price of its Common Shares.

Future sales of substantial amounts of the Company’s Common Shares, including shares that it may issue upon exercise of options and warrants, could adversely affect the market price of the Company’s Common Shares. Further, if the Company raises additional funds through the issuance of Common Shares or securities convertible into or exercisable for Common Shares, the percentage ownership of the Company’s shareholders will be reduced, and the price of its Common Shares may fall.

The 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 number of persons interested in purchasing shares of the Company’s Common Shares at 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 its Common Shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

This 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 shareholders may disproportionately influence the 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.

The Company does not intend to pay any cash dividends on its Common Shares in the near future, so its shareholders will not be able to receive a return on their shares unless they sell their shares.

The Company intends to retain any future earnings to finance the development and expansion of its business. The Company does not anticipate paying any cash dividends on its Common Shares in the foreseeable future. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless the Company pays dividends, the Company’s shareholders will not be able to receive a return on their shares unless they sell such shares.

Penny stock rules may make buying or selling the Company’s securities difficult which may make its stock less liquid and make it harder for investors to buy and sell the Company’s shares.

Trading in the Company’s securities is subject to the SEC’s penny stock rules and it is anticipated 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 stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends the Company’s securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining 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.

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.

In addition to the penny stock rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. 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 limit your ability to buy and sell the Company’s Common Shares and have an adverse effect on the market for shares of its Common Shares.

The 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.

Financial 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 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.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that the Company believes are the most critical to an understanding of its consolidated financial statements and its business.

If securities industry analysts do not publish research reports on the Company, or publish unfavorable reports on the Company, then the market price and market trading volume of the Company’s Common Shares could be negatively affected.

Any trading market for the 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, 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.

The Company’s stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of the Company’s Common Shares has been volatile in the past and the market price of its Common Shares is likely to be highly volatile in the future. You may not be able to resell shares of the Company’s Common Shares following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

● Actual or anticipated fluctuations in the Company’s operating results;

● The absence of securities analysts covering the Company and distributing research and recommendations about the Company;

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

● Overall stock market fluctuations;

● Announcements concerning the Company’s business or those of its competitors;

● Actual or perceived limitations on the Company’s ability to raise capital when the Company requires it, and to raise such capital on favorable terms;

● Conditions or trends in the industry;

● Litigation;

● Changes in market valuations of other similar companies;

● Future sales of Common Shares;

● Departure of key personnel or failure to hire key personnel; and

● General market conditions.

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.

SRAX may sell a large number of shares, resulting in a substantial diminution to the value of shares held by existing shareholders.

Pursuant to 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 provisions of the General Corporation Law of the State of Delaware 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 Corporation 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.

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.

Provisions of the Company’s certificate of incorporation and its bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of the Company’s shareholders may be called, and may delay, defer or prevent a takeover attempt. Further, the Company’s certificate of incorporation, as amended, authorizes the issuance of up to one million (1,000,000) shares of preferred stock with such rights and preferences as may be determined from time to time by the Company’s board of directors in their sole discretion. The Company’s board of directors may, without shareholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s Common Shares.

Substantial Number of Authorized but Unissued Shares

The Company has twelve billion (12,000,000,000) Common Shares that may be issued by the Board without further action or approval of the Company's shareholders. 5,469,037,729 of those Common Shares are currently issued and outstanding. While the Board is required to fulfill its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Company's shareholders.

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 141 Piping Rock Road, Locust Valley, New York 11560. We are currently not paying rent for these 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 ~~April~~March 1131, ~~2025~~2026 was $0.~~0048~~0012. Our common stock currently trades on a sporadic and limited basis.

Record Holders

The number of record holders of our common stock as of ~~April~~March 1131, ~~2025~~2026 was approximately 2325, 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~~2021 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, ~~2024~~2025, 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, ~~2024~~2025, the Company issued the following unregistered securities.

Issued 2138,~~259~~019,~~632,600~~999 shares of common stock, with a fair value of $~~225~~155,~~963~~156, for the ~~settlement~~conversion 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.

Issued 500,000,000 shares of common stock, with a fair value of $600,000, for the settlement of promissory notes.

ITEM 6. [RESERVED].

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

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.

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

Cuore Food Services

Management's Plan of Operation

~~The~~In June 2025, the Company isannounced, ~~focused~~after ~~exclusively~~fully onevaluating the ~~grocery~~legacy business, the Company is taking steps to reinvigorate it and ~~market~~establish ~~through~~a ~~its~~new ~~on-demand~~pathway ~~grocery~~in the same business: ~~Cuore~~space. ~~Food~~The ~~Services~~Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.

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.

Products and Services

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

Operations and Logistics

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

Critical Accounting Policies and Estimates

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

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

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. Dilutive net loss per share for common stock is calculated utilizing the if-converted method which assumes the conversion ofnon-redeemable ~~all~~convertible ~~Series~~notes Cand ~~Stock~~the toline ~~common~~of ~~stock~~credit. On December 31, ~~2024~~2025, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and ~~2023~~convertible promissory notes of 1,513,424,535 shares as their effect would have been anti-dilutive. On December 31, 2024, 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~~ 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~~DERIVATIVE ~~RECOGNITION~~LIABILITY

In accordance with ~~ASC~~Financial ~~606,~~Accounting ~~revenue is~~Standards ~~recognized~~Board ~~when~~(“FASB”) aAccounting ~~customer~~Standards ~~obtains~~Codification ~~control~~(“ASC”) ofParagraph ~~promised~~815-15-25-1 ~~goods~~the orconversion ~~services.~~feature ~~The~~and ~~amount~~certain other offeatures ~~revenue~~are ~~recognized~~considered ~~reflects~~embedded ~~the consideration~~derivative toinstruments, ~~which~~such weas ~~expect~~a toconversion bereset ~~entitled~~provision, toa ~~receive~~penalty inprovision ~~exchange~~and ~~for~~redemption option, ~~these~~which ~~goods~~are orto ~~services.~~be ~~The~~recorded ~~provisions~~at oftheir ~~ASC~~fair ~~606 include~~value aas ~~five-step~~its ~~process~~fair byvalue ~~which~~can webe ~~determine~~separated ~~revenue~~from ~~recognition, depicting~~ the ~~transfer~~convertible ofnote ~~goods~~and orits ~~services~~conversion ~~to customers in~~is ~~amounts~~independent ~~reflecting~~of the ~~payment~~underlying tonote ~~which~~value. weThe ~~expect~~Company torecords bethe ~~entitled~~resulting indiscount ~~exchange~~on ~~for~~debt ~~those~~related ~~goods~~to orthe ~~services.~~conversion ~~ASC~~features ~~606~~at ~~requires us to~~initial ~~apply~~transaction ~~the~~and ~~following~~amortizes ~~steps: (1) identify~~ the ~~contract~~discount ~~with~~using the ~~customer;~~effective ~~(2)~~interest ~~identify~~rate ~~the~~method ~~performance~~over ~~obligations in~~ the ~~contract; (3)~~life ~~determine~~of the ~~transaction~~debt ~~price;~~instruments. ~~(4)~~The ~~allocate~~conversion liability ~~the~~is ~~transaction~~then ~~price~~marked to ~~the~~market ~~performance~~each ~~obligations~~reporting inperiod with the ~~contract;~~resulting ~~and~~gains ~~(5) recognize revenue when,~~ or ~~as,~~losses weshown ~~satisfy~~in the ~~performance~~statements ~~obligation. We recognize revenue for the sale~~ of ~~our products upon delivery to a customer~~operations.

1710

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-25-1 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity.

The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

RECENT ACCOUNTING PRONOUNCEMENTS

In ~~August 2020~~October 2023, the FASB issued ASU ~~2020~~No. 2023-06, ~~Debt—Debt~~ “Disclosure ~~with~~Improvements — Codification ~~Conversion~~Amendments ~~and~~in ~~Other~~Response ~~Options~~to ~~(Subtopic~~the ~~470-20)~~SEC’s ~~and~~Disclosure ~~Derivatives~~Update and ~~Hedging—Contracts~~Simplification inInitiative.” The ASU ~~Entity’s~~amends ~~Own~~the ~~Equity~~disclosure ~~(Subtopic 815-40)~~or presentation requirements related to various subtopics in the FASB ASC. The ~~This~~ASU ~~update~~was ~~amends~~issued in response to the ~~guidance~~SEC’s onAugust 2018 ~~convertible~~final ~~instruments~~amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the ~~derivatives~~SEC ~~scope~~believed ~~exception~~were ~~for~~duplicative, ~~contracts~~overlapping, inor anoutdated. ~~entity's~~The ~~own~~guidance in ASU 2023-06 is ~~equity~~intended ~~and~~to ~~improves~~align GAAP requirements with those of the SEC and ~~amends~~to facilitate the ~~related~~application ~~EPS~~of ~~guidance~~GAAP for ~~both~~all ~~Subtopics~~entities. ~~This~~The ~~standard~~amendments isintroduced by ASU 2023-06 are effective ~~for~~if ~~fiscal~~the ~~years~~SEC ~~and~~removes ~~interim~~the ~~periods within~~related ~~those~~disclosure ~~fiscal~~or ~~years~~presentation ~~beginning~~requirement ~~after~~from ~~December~~its 15existing regulations by June 30, ~~2023~~2027. If, ~~which~~by ~~means~~June 30, it2027, ~~will~~the beSEC ~~effective~~has ~~for~~not ~~our~~removed ~~fiscal~~the ~~year~~applicable ~~beginning~~requirements ~~January~~from 1its existing regulations, the ~~2024.~~pending ~~The~~content ~~Company~~of ~~recognizes~~the ~~there~~associated amendment will be anremoved ~~impact~~from onthe ~~how~~ASC ~~conversions~~and ~~are~~will ~~calculated~~not ~~which~~become ~~may~~effective ~~require~~for ~~recognition~~any ofentities. ~~gains~~Early oradoption is ~~losses~~permitted. The ~~Company~~adoption ~~adopted~~of ASU ~~2020~~ 2023-06 is ~~during~~not ~~the~~expected ~~year~~to ~~ended~~have ~~December~~a ~~31,~~material ~~2024.~~impact ~~See~~on ~~Note~~the 5.Company’s ~~Line~~consolidated offinancial statements ~~Credit~~or ~~for~~related ~~further detail~~disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting ~~No.~~Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (~~Topic 280~~“ASU 2023-07”). ~~This~~ ASU 2023-07 requires ~~updates~~public ~~reportable~~entities ~~segment~~to ~~disclosure~~disclose ~~requirements by requiring disclosures of~~ significant ~~reportable~~ segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). ~~and included~~Public ~~within~~entities ~~each~~with ~~reported measure of~~ a single reportable segment’s ~~profit~~are orrequired ~~loss.~~to ~~This~~apply ~~ASU~~the ~~also requires~~ disclosure ofrequirements ~~the~~in ASU 2023-07, ~~title~~as ~~and~~well ~~position of the individual identified~~ as ~~the~~all ~~CODM~~existing ~~and an explanation of how the CODM uses the reported measures of a~~ segment’s ~~profit or~~disclosure ~~loss~~requirements in ~~assessing~~ASC ~~segment~~280, Segment ~~performance~~Reporting, ~~and~~on ~~deciding~~an ~~how~~interim toand ~~allocate~~annual ~~resources~~basis. The ~~ASU~~guidance in ASU 2023-07 is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods ~~within~~in fiscal years beginning after December 1531, 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~~2025 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. These amendments are to be applied prospectively, with retrospective application permitted. The Company adopted the new standard on January 1, 2025. Refer to Note 11 for the additional disclosure provided as a result of our adoption of the ASU.

ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 was originally effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

ASU 2025-01, Income Statement – Expense Disaggregation Disclosures – Clarifying the Effective Date (“ASU 2025-01”), clarifies the effective date of ASU 2024-03. This amendment states that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

ASU 2025-05, Financial Instruments-Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-profit Entities (PCC) (“ASU 2025-05”), updates accounting standards for revenue from contracts with customers (ASC 606). ASU 2025-05 permits an entity to assume that current conditions as of the balance sheet date will not change for the remaining life of the asset when estimated expected credit losses, and an accounting policy election to consider subsequent cash-collection activity after the balance sheet date. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

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

COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 and ~~2023~~2024

Sales, Cost of goods sold, Gross profit:

	Year ended December 31,						Change
	2024 $			2023 $			$			%
	2025 $			2024 $			$			%
Sales		~~709,526~~—			~~783~~709,~~489~~526			(73709,~~963~~526	)		(9100	)
Cost of goods sold		~~657,718~~—			~~721~~657,~~377~~718			(63657,~~659~~718	)		(9100	)
Gross profit		~~51,808~~—			6251,~~112~~808			(1051,~~304~~808	)		(17100	)
Gross profit %		~~7.3~~—	%		7.93	%

~~Breakdown~~In June of2025, ~~sales~~the byCompany ~~branch:~~announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.

	Year ended December 31,				Change
	2024 $		2023 $		$			%
gocart.city – online delivery		—		28,673		(28,673	)		(100	)
Grocery Originals and Cuore Food Service – retail and wholesale distribution		709,526		754,816		(45,290	)		(6	)
Total sales		709,526		783,489		(73,963	)		(9	)

In June, 2025, the Issuer announced it has engaged renowned culinary expert Chef Einat Admony and accomplished executive Vanessa Fayzulin to lead the revitalization of its food service division.

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

The gross margin percentage decreased from 2023 to 2024 due the inventory valuation allowance of $39,774 at December 31, 2024.

Operating expenses:

	Year ended December 31,						Change
	2024 $			2023 $			$			%
	2025 $			2024 $			$			%
Salaries and benefits		~~633~~325,~~478~~917			~~712~~633,~~588~~478			(79358,~~110~~061	)		(1149	)
Occupancy expense		341,~~520~~288			5034,~~691~~520			(1633,~~171~~232	)		(3296	)
Advertising and travel		~~(25,229~~760	)		80(25,~~926~~229	)		~~(106~~25,~~155~~989	)		(~~131~~103	)
Auto expenses		~~16,167~~984			2516,~~268~~167			(915,~~101~~183	)		(3694	)
Consulting		~~309~~145,~~650~~253			~~292~~309,~~791~~650			16(113,~~859~~897	)		6(53	)
Depreciation and Amortization		118,~~356~~355			1211,~~662~~356			(13,~~306~~001	)		(1026	)
Bad debt		356,~~843~~616			~~(24~~35,~~868~~843	)		60(29,~~711~~227	)		(~~244~~82	)
Office and general expenses		62137,~~348~~964			6862,~~240~~348			(575,~~892~~616	)		(9121	)
Professional fees		~~131~~430,~~067~~189			~~113~~131,~~392~~067			17299,~~675~~122			16228
Freight and delivery		~~7,945~~—			97,~~609~~945			(17,~~664~~945	)		(17100	)
Total operating expenses		1,~~217~~057,~~145~~326			1,~~341~~217,~~299~~145			(~~124~~159,~~154~~819	)		(913	)

Our total operating expenses for the year ended December 31, ~~2024~~2025 was $1,~~217~~057,~~145~~326, compared to $1,~~341~~217,~~299~~145, for the year ended December 31, ~~2023~~2024, respectively. The decrease in total operating expense is primarily due to decrease in salaries and benefits, ~~and a $60~~consulting,~~000~~ ~~recovery~~offset onby aan ~~service~~increase ~~contract.~~in ~~The~~professional ~~recovery $60,000 is classified as advertising and travel~~fees.

Salaries and benefits for the year ended December 31, 2024 and 2023, comprise primarily of 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.12

~~Advertising~~Salaries and ~~travel~~benefits ~~expense~~for ~~decreased~~the ~~due~~year toended aDecember ~~$60~~31,~~000~~ ~~recovery~~2025 and 2024, comprise primarily compensation of anour ~~accrued~~officers ~~liability~~and ~~recorded~~directors atof ~~December~~$325,917 31and of salary to Nadav Elituv, ~~2023~~our ~~for~~former Chief aExecutive ~~service~~Officer, ~~contract~~of $600,000, respectively.

~~Bad~~During ~~debt~~the ~~increased~~year ~~due~~ended toDecember ~~slower~~31, 2025, consulting ~~recovery~~expenses of ~~accounts~~$145,253 ~~receivable~~consisted asof ~~the~~costs ~~Company~~related ~~transitions~~to ~~away~~the ~~from~~development ~~the~~of ~~wholesale~~new ~~food~~businesses ~~distribution business~~and bookkeeping services.

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

~~For~~Professional ~~the~~fees ~~year~~increased ~~ended~~in ~~December~~2025 ~~31,~~due ~~2023,~~to ~~consulting~~an ~~comprises~~increase ~~primarily~~in ~~stock-based~~legal ~~compensation~~fees ~~expense~~from ~~(i)~~compliance $0and ~~for~~ the ~~expenditure~~review of ~~advertising~~proposed ~~credits~~transactions ~~with SRAX, Inc. (ii) $204,433 for consulting fees~~ and ~~(iii)~~debt ~~$88,358 paid to contractors to manage our grocery business~~agreements.

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

Other income (expense):

	Year ended December 31,						Change
	2024 $			2023 $			$			%
	2025 $			2024 $			$			%
Amortization of debt discount and interest expense		(~~174~~386,~~898~~530	)		(~~159~~174,~~335~~898	)		(15211,~~563~~632	)		10121
Loss on settlement of non-redeemable convertible notes and promissory notes		(1,~~093~~177,~~735~~540	)		(61,~~775~~093,~~835~~735	)		52,~~682~~271,~~100~~275			(84208	)
Gain on disposition		—			50,695			(50,695	)		(100	)
Initial derivative expense		(353,207	)		—			(353,207	)		—
Total other income (expenses)		(1,268,633	)		(6,884,475	)		5,615,842			(82	)
Change in fair value of derivative liability		134,669			—			134,669			—
Total other income (expenses)		572,472			(1,268,633	)		1,841,105			(145	)

Amortization of debt discount and interest expense for the year ended December 31, ~~2024~~2025 was $~~174~~386,~~898~~530, compared to $~~159~~174,~~335~~898 for the year ended December 31, ~~2023~~2024. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.

During the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company elected to convert $~~405,495~~0 and $~~118~~405,~~647~~495 of principal and interest of a non-redeemable convertible note into 0 and 4,054,949,100 ~~and 16,920,700~~ shares of common stock of the Company resulting in a loss on settlement of debt of $~~641,562~~0 and $6641,~~775~~562,~~835,~~ respectively.

During the year ended December 31, 2025 and 2024, the Company elected to convert $516,304 and $1,628,843 of principal and interest of promissory notes into 224,257,560 and 0 shares of common stock of the Company resulting in a loss on settlement of debt of $17,181 and $0, respectively.

During the year ended December 31, 2025 and 2024, the Company elected to convert $1,836,000 and $0 of principal and interest of promissory notes into 500,000,000 and 0 shares of common stock of the Company resulting in a gain on settlement of debt of $1,236,000 and $0, respectively.

During the year ended December 31, 2025 and 2024, the Company elected to convert $99,015 and $0 of principal and interest of convertible promissory notes into 138,019,999 and 0 shares of common stock of the Company resulting in a loss on settlement of debt of $41,279 and $0, respectively.

On December 30, 2024, the Company exchanged promissory notes, accrued and other liabilities with a carrying value of $1,628,843 for new promissory notes with principal of $2,081,016 resulting in loss on settlement of promissory notes of $452,173.

During the year ended December 31, 2023 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).13

Initial derivative expense of $353,207 for the year ended December 31, 2025 represents the difference between the fair value of the total embedded derivative liability of $596,207 and the cash received of $243,000 for convertible note issued on April 16, 2025, November 13, 2025 and December 2, 2025.

During the year ended December 31, 2025 and 2024, the gain due to the change in fair value of derivative liabilities was $134,669 and $0, respectively.

Net loss for the period:

	Year ended December 31,						Change
	2024 $			2023 $			$		%
	2025 $			2024 $			$		%
Net loss for the period		(2484,~~433,970~~854	)		(82,~~163~~433,~~662~~970	)		51,~~729~~949,~~692~~116		(~~70)~~80	)

Our net loss for the year ended December 31, ~~2024~~2025 was $2484,~~433~~854,~~970,~~ compared to $82,~~163~~433,~~662~~970 for the year ended December 31, ~~2023~~2024, respectively. Our losses during the ~~years~~year ended December 31, 2025 ~~2024~~ and ~~2023~~2024 are primarily due to costs associated with ~~professional fees,~~ compensation ~~due~~ to our ~~CEO,~~officers ~~interest expense~~ and ~~loss on~~directors, ~~settlement~~professional offees, ~~non-redeemable~~interest ~~convertible notes~~ and ~~promissory notes~~derivative expense.

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, ~~2024~~2025			September 30, ~~2024~~2025			June 30, ~~2024~~2025			March 31, ~~2024~~2025			December 31, ~~2023~~2024			September 30, ~~2023~~2024			June 30, ~~2023~~2024			March 31, ~~2023~~2024
Sales	$	~~140,258~~—		$	~~179,502~~—		$	~~226,289~~—		$	~~163,477~~—		$	~~198~~140,~~266~~258		$	~~212~~179,~~453~~502		$	~~197~~226,~~324~~289		$	~~175~~163,~~446~~477
Gross profit	$	~~(34,216~~—	)	$	~~26,025~~—		$	~~45,010~~—		$	~~14,989~~—		($	2034,~~815~~216	)	$	5526,~~262~~025		$	1245,~~216~~010		$	1514,~~449~~989
Operating expenses	$	(~~299~~332,~~791~~678	)	$	(~~300~~259,~~665~~977	)	$	(~~311~~207,~~499~~602	)	$	(~~305~~257,~~190~~069	)	$	(~~391~~299,~~043~~791	)	$	(~~307~~300,~~223~~665	)	$	(~~277~~311,~~327~~499	)	$	(~~365~~305,~~706~~190	)
Other income (expense)	$	~~(489~~930,~~659~~910	)	$	(58156,~~477~~359	)	$	(~~228~~128,~~552~~716	)	$	(~~491~~73,~~945~~363	)	$	(6489,~~151,405~~659	)	$	(~~313~~58,~~869~~477	)	$	(~~263~~228,~~974~~552	)	$	(~~155~~491,~~227~~945	)
Net loss for the period	$	(823,666	)	$	(333,117	)	$	(495,041	)	$	(782,146	)	$	(6,563,263	)	$	(565,830	)	$	(529,085	)	$	(505,484	)
Net income (loss) for the period	$	598,232		$	(416,336	)	$	(336,318	)	$	(330,432	)	$	(823,666	)	$	(333,117	)	$	(495,041	)	$	(782,146	)
Basic net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.17	)	$	1.33		$	(0.00	)	$	(0.00	)
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.17	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

LIQUIDITY AND CAPITAL RESOURCES

For the ~~years~~year ended December 31, ~~2024~~2025

Cash flows used in operating activities

	Year ended December 31,						Change
	2024 $			2023 $			$			%
	2025 $			2024 $			$			%
Net cash used in operating activities		(~~250~~807,~~503~~887	)		(~~451~~250,~~932~~503	)		(~~201~~557,~~429)~~384	)		~~(45)~~223

Our net cash used in operating activities for the year ended December 31, ~~2024~~2025 and ~~2023~~2024 is $~~250~~807,~~503~~887 and $~~451~~250,~~952~~503, respectively. Our net loss for the year ended December 31, ~~2024~~2025 of $2484,~~423~~854,~~602~~ which was the main contributing factor for our negative cash flow. We were able to ~~mostly~~partially offset the cash used in operating activities ~~by using~~ ~~our~~with ~~stock~~non-cash ~~to pay for~~ expenses such as, amortization of debt discount ~~of $174,898~~ and ~~loss~~initial onderivative ~~debt settlement of $1,093,735~~expense.

Cash flows used in investing activities

	Year ended December 31,	~~Year ended December 31,~~				Change	~~Change~~
		2024 $			2023 $		$			%
	2025 $			2024 $		$			%
Net cash used in investing activities		—(60,000	)		—		—(60,000	)		—

Cash flows from financing activities

	Year ended December 31,				Change
	2024 $		2023 $		$		%
	2025 $		2024 $		$		%
Net cash from financing activities		~~228~~1,~~750~~093,686		~~458~~228,~~630~~750		~~(229~~864,~~880)~~936		~~(50)~~378

Our net cash provided by financing activities for the year ended December 31, ~~2024~~2025 and ~~2023~~2024 is $~~228~~1,~~750~~093,686 and $~~458~~228,~~630~~750, respectively.

During the year ended December 31, 2025 and 2024, the Company received ~~$211,100 (CAD $289,259) in~~ cash advances from ~~its~~related ~~line~~party of ~~credit with The Cellular Connection Ltd. dated April 14~~$853,100 ~~2022,~~ and ~~cash advances from related party of~~ $62,928, respectively. ~~The~~These cash advances ~~are~~earns ~~non-~~interest ~~bearing~~at 8% per annum, is unsecured and ~~have~~is nodue ~~specific~~on ~~terms of repayment~~demand.

As of December 31, ~~2024~~2025, we had cash of $1227,~~733~~585, ~~working~~ working capital (deficiency) of $(32,~~580~~010,~~522~~465) and total liabilities of $32,~~665~~264,~~969~~701.

Our working capital as of December 31, ~~2024~~2025 and ~~2023~~2024 is as follows:

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Current assets	$	85254,~~447~~236		$	~~169~~85,~~481~~447
Current liabilities		32,~~665~~264,~~969~~701			23,~~158~~665,~~619~~969
Working capital (Deficiency)	$	(32,~~580~~010,~~522~~465	)	$	(13,~~989~~580,~~138~~522	)

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

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, ~~2024~~2025, the Company incurred a net loss of $2484,~~433,970~~854 and used cash in in operating activities of $~~250~~807,~~503~~887, and on December 31, ~~2024~~2025, had stockholders’ deficit of $31,~~568~~946,~~234~~073 and an accumulated deficit of of $9495,~~520~~005,~~148.~~002 These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern ~~within~~ within one year of the date that the financial statements are issued. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ended December 31, ~~2024~~2025, contains an explanatory paragraph regarding ~~the~~ the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that ~~might~~ 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 $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	$	300,000
Total Estimated Cash Expenditures	$	300,000

On April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to up to CAD $0 (CAD $750,000 available on the Line of Credit less CAD $1,069,595 of funds drawn and outstanding on December 31, 2024) in principal. Commencing in 2025, the Lender has indicated that they are no longer willing to continue to advance cash under this Line of Credit.15

We 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.~~”

22Commitments for future capital expenditures at December 31, 2025 is as follows:

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		745,029		745,029		—		—		—
Debt		1,001,610		1,001,610		—		—		—
Non-redeemable convertible notes		120,000		120,000		—		—		—
Convertible promissory note		2,598		2,598
Derivative liability		395,464		395,464
Operating leases⁽¹⁾		—		—		—		—		—
Total contractual obligations		2,264,701		2,264,701		—		—		—

	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 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, ~~2024~~2025 and ~~2023~~2024

~~Due to Related Party~~16

~~As of December 31, 2023, advances and accrued salary of $883,534 were due to Nadav Elituv, the Company's former Chief Executive Officer. The balance is non~~Non-~~interest~~redeemable ~~bearing, unsecured and~~Convertible ~~have~~Notes no– ~~specified~~Related ~~terms of repayment.~~Party

~~During~~On ~~the~~September ~~year ended December 31~~13, ~~2024~~2018, the Company entered into a ~~issued~~Side ~~advances~~Letter ~~due~~Agreement to(“Original Note”) with a non-related ~~party~~investor, ~~for~~Jordan ~~$62~~Turk,~~928~~ ~~for~~to ~~expenses~~amend ~~paid~~and add certain terms to unsecured, non-interest bearing, due on ~~behalf~~demand ofnotes payable totaling $40,000 issued by the Company ~~and~~during ~~advances~~the ~~due~~period toof ~~related~~July ~~party~~10, ~~were~~2018 ~~repaid~~to September by13, 2018. The issue price of the ~~Company~~Note is $40,000 with a face value of $4548,~~278~~000 inand ~~cash~~the Note has an original maturity date of December 31, 2018 which is subject to automatic annual renewal. On ~~February~~June 2629, ~~2024~~2021, the Company ~~issued~~and ~~common~~Jordan ~~stock~~Turk toentered ~~settle~~into ~~due~~an Agreement to ~~related~~change ~~party~~the original ~~with~~maturity adate ~~carrying value~~ of ~~$296,000~~the (Note ~~11).~~to On December 3031, ~~2024~~2025. At the option of the Company, the Company ~~issued~~may convert principal and interest at a ~~New~~fixed ~~Promissory~~conversion ~~Note~~price ~~(see~~of $0.0001 per share of the Company’s common stock. The Note 7)allows the lender to ~~settle~~secure ~~accrued~~a ~~salary~~portion of the $1Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year,~~392,859~~ the outstanding face amount ~~due~~of tothe ~~Nadav~~Note ~~Elituv~~increases by 20% on January 1 the following year.

~~During~~On ~~the year ended~~ December 3130, ~~2023~~2024, Jordan Turk and the Company ~~issued~~agreed ~~advances due~~ to ~~related~~exchange ~~party for~~ $~~108~~43,~~383~~328 ~~for expenses paid on behalf~~ of ~~the~~principal ~~Company~~ and ~~advances~~interest ~~due~~of toOriginal ~~related~~Note ~~party~~for ~~were~~a ~~repaid by~~New ~~the~~Promissory ~~Company~~Note with ~~$34,246~~a incarrying ~~cash.~~value ~~In addition, the Company accrued salary~~ of $~~808~~71,~~076~~993 ~~due to Nadav Elituv for the year ended December~~(see ~~31,~~Note ~~2023.~~7) Onresulting ~~February~~in ~~2, 2023, the Company issued common stock to settle due to related party with~~ a ~~carrying~~loss ~~value~~of extinguishment of $~~188~~28,~~871 (Note 11)~~665.

~~During~~Also, ~~the~~on ~~years ended~~ December 3130, 2024, ~~and~~Jordan ~~2023,~~Turk entered into ~~the~~an ~~Company~~agreement ~~paid~~to ~~Linus~~assign ~~Creative~~the ~~Services,~~remaining aoutstanding ~~business~~principal ~~controlled~~and byinterest ~~Bradley~~of ~~Southam,~~the Original Note with a ~~former~~carrying ~~director~~value of ~~the~~$100,000 ~~Company~~to Emil Assentato, $0the ~~and~~Chief ~~$2,714,~~Executive ~~respectively, for~~Officer ~~advertising~~of ~~services~~the Company.

The consolidated statement of operations includes interest expense of $20,000 and $23,888 for the year ended December 31, 2025 and 2024 respectively. On December 31, 2025 and 2024, the carrying amount of the Note is $120,000 (face value of $120,000 less $0 unamortized discount) and $100,000 (face value of $100,000 less $0 unamortized discount), respectively.

Promissory Notes – Related Party

AsOn of December 31, ~~2024~~2025 and ~~2023~~2024, ~~promissory~~$882,632 ~~note~~(comprising –of ~~related~~$853,100 ~~party~~ of $0advances and $029,532 ~~respectively,~~of ~~were~~interest) ~~outstanding.~~and ~~The~~$0, ~~promissory~~respectively ~~notes~~was –due ~~related~~to ~~party~~Emil ~~bear~~Assentato, ~~interest~~the ofCompany's ~~10%~~Chief ~~per~~Executive. During ~~annum,~~the ~~are~~year ~~unsecured,~~ended ~~mature on~~ December 31, 2025, ~~and~~the ~~are~~Company ~~due~~issued tototal ~~2130555~~advances ~~Ontario~~for ~~Limited~~$853,100 acomprising ~~Company~~$635,000 ~~controlled~~for bycash ~~Nadav~~received ~~Elituv~~and $218,100 ~~the Company's~~of ~~former~~expenses ~~Chief~~paid ~~Executive~~on ~~Officer.~~behalf Onof ~~February 2, 2023,~~ the Company. ~~issued~~This ~~common stock to settle promissory~~ note payable – related party ~~and~~ earns interest ~~with~~at a8% ~~carrying~~per ~~value~~annum, ofis ~~$85,922~~unsecured and is due on demand.

OnDuring the year ended December 3031, 2024, the Company issued ~~agreed~~advances due to ~~settle accrued~~related ~~liabilities~~party for $62,928 for expenses paid on behalf of the Company and advances due to ~~Nadav~~related ~~Elituv,~~party were repaid by the Company's ~~former~~with ~~Chief~~$45,278 ~~Executive~~in ~~Officer,~~cash. ~~totaling~~On $1February 26,~~392~~ 2024,~~859~~ ~~for~~the aCompany ~~New~~issued ~~Promissory~~common ~~Note~~stock to settle due to related party with ~~carrying~~ a carrying value of $1296,~~700,~~000 ~~resulting~~(Note in13). On December 30, 2024, the Company issued a ~~loss~~New ofPromissory ~~extinguishment~~Note (see Note 7) to settle accrued salary of $~~307~~1,~~289~~392,859 due to Nadav Elituv.

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, ~~2024~~2025 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, ~~2024~~2025 and Note 2 in the consolidated financial statements for the year ended December 31, ~~2024~~2025 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 ~~April~~March 1131, ~~2025~~2026, the following securities were outstanding:

Common stock: 56,~~469~~501,~~037~~509,~~729~~691 shares

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.

2518

TWO HANDS CORPORATION

INDEX

December 31, ~~2024~~2025 and ~~2023~~2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 3627)	F-1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-23
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-34
Consolidated Statement of Stockholders' Deficit	F-45
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

2619

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, ~~2024~~2025 and ~~2023~~2024, 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, ~~2024~~2025 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, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, 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~~audits 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

~~Critical~~The critical audit matters communicated below are matters arising from ~~the~~ the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that : (1) ~~relate~~related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. WeThe ~~determined~~communication ~~that~~of ~~there~~critical ~~were~~audit nomatters 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-1

Valuation of Derivative Liabilities

Critical Audit Matter Description

As described in Notes 2 and 9 to the consolidated financial statements, the Company determined that the conversion features of its convertible notes were required to be accounted for as derivative liabilities. The derivative liabilities are recorded at fair value when issued and subsequently re-measured to fair value each reporting period. The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.

How the Critical Audit Matter was Addressed in the Audit

We identified the valuation of derivative liabilities as a critical audit matter because the fair value determination requires significant auditor judgment. Specifically, the derivative liabilities are classified as Level 3 in the fair value hierarchy, with no market-observable inputs available. The binomial option pricing model used to value these instruments relies on highly subjective assumptions, that are difficult to corroborate and have a significant effect on the estimated fair value. These factors required the use of professionals with specialized skill and knowledge in valuation and involved a high degree of auditor judgment.

Our audit procedures consisted of the following, among others:

Testing management’s process for developing the fair value measurement.

Evaluating the appropriateness of the binomial option pricing model used by the Company to value the derivative liabilities.

Testing the reasonableness of the assumptions used by the Company in the binomial option pricing model including exercise price, term, expected volatility, and risk-free interest rate.

Testing the accuracy and completeness of data used by the Company in developing the assumptions used in the binomial option pricing model.

Developing an independent expectation for comparison to the Company’s estimate which included developing our own binomial option pricing model and assumptions.

Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the Company’s estimate of fair value and development of our own independent expectation.

/s/ Sadler, Gibb & Associates, LLC

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

Sadler, Gibb & Associates, LLC

Draper, UT

April 1410, ~~2025~~2026

3627

F-1

TWO HANDS CORPORATION CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	1,733		$	24,351
Accounts receivable, net		71,431			92,561
VAT taxes receivable		12,283			3,080
Inventory		—			39,489
Prepaid expenses		—			10,000
Total current assets		85,447			169,481
Property and equipment, net		6,025			9,513
Operating lease right-of-use asset		6,263			15,559
Total assets	$	97,735		$	194,553
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	528,643		$	523,486
Due to related party		—			883,534
Notes payable		115,642			113,333
Line of credit		834,405			629,507
Promissory notes		2,081,016			—
Non-redeemable convertible notes, net - related party		100,000			—
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
Promissory notes		—			247,862
Non-redeemable convertible notes, net		—			502,500
Operating lease right-of-use liability, net of current portion		—			6,800
Total long-term liabilities		—			757,162
Total liabilities		3,665,969			2,915,781
Commitments and Contingencies		—			—
Temporary equity
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 shares issued and outstanding		—			—
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		—			—
Series E convertible preferred stock; $0.0001 par value; 300,000 shares designated, 0 shares issued and outstanding		—			—
Total temporary equity		—			76,116
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, 5,469,037,729 and 42,090,329 shares issued and outstanding, respectively		546,905			4,210
Additional paid-in capital		90,288,032			89,278,354
Accumulated other comprehensive income		116,977			6,270
Accumulated deficit		(94,520,148	)		(92,086,178	)
Total stockholders' deficit		(3,568,234	)		(2,797,344	)
Total liabilities and stockholders' deficit	$	97,735		$	194,553
The accompanying footnotes are an integral part of these consolidated financial statements.

F-2

TWO HANDS CORPORATION CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~SHEETS

		For the year ended December 31,
	December 31, 2025			December 31, 2024
		2024			2023
ASSETS
Sales	$	709,526		$	783,489
Current assets
Cost of goods sold		657,718			721,377
Cash	$	227,585		$	1,733
Gross profit		51,808			62,112
Accounts receivable, net		—			71,431
Operating expenses
VAT taxes receivable		22,057			12,283
General and administrative		1,217,145			1,341,299
Prepaid expenses		4,594			—
Total operating expenses		1,217,145			1,341,299
Total current assets		254,236			85,447
Loss from operations		(1,165,337	)		(1,279,187	)
Property and equipment, net		4,392			6,025
Other income (expense)
Operating lease right-of-use asset		—			6,263
Amortization of debt discount and interest expense		(174,898	)		(159,335	)
Deposit, More Money Ltd.		60,000			—
Gain on disposition		—			50,695
Total assets	$	318,628		$	97,735
Loss on settlement of non-redeemable convertible notes and promissory notes		(1,093,735	)		(6,775,835	)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total other income (expense)		(1,268,633	)		(6,884,475	)
Current liabilities
Net loss attributed to Two Hands Corporation		(2,433,970	)		(8,163,662	)
Accounts payable and accrued liabilities	$	552,612		$	528,643
Add: deemed contribution - Series A Stock modification		—			190,040
Accrued liabilities - related party		192,417			—
Add: deemed contribution - Series C Stock modification		—			2,211,884
Note payable - related party		882,632			—
Net loss attributed to Two Hands Corporation common stockholders	$	(2,433,970	)	$	(5,761,738	)
Notes payable		118,978			115,642
Other comprehensive income (loss)
Line of credit		—			834,405
Foreign currency translation adjustment		110,707			(32,871	)
Promissory notes		—			2,081,016
Total other comprehensive income (loss)		110,707			(32,871	)
Non-redeemable convertible note, net - related party		120,000			100,000
Comprehensive loss	$	(2,323,263	)	$	(5,794,609	)
Convertible promissory note, net		2,598			—
Loss per common share - basic and diluted	$	(0.00	)	$	(0.56	)
Derivative liability		395,464			—
Weighted average number of common shares outstanding - basic and diluted		1,153,983,813			10,352,044
Operating lease right-of-use liability		—			6,263
Total current liabilities		2,264,701			3,665,969
Total liabilities		2,264,701			3,665,969
Commitments and Contingencies		—			—
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, 6,501,509,691 and 5,469,037,729 shares issued and outstanding, respectively		650,152			546,905
Additional paid-in capital		92,324,398			90,288,032
Accumulated other comprehensive income		84,379			116,977
Accumulated deficit		(95,005,002	)		(94,520,148	)
Total stockholders' deficit		(1,946,073	)		(3,568,234	)
Total liabilities and stockholders' deficit	$	318,628		$	97,735
The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

TWO HANDS CORPORATION CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS'~~OPERATIONS ~~DEFICIT~~AND ~~For~~COMPREHENSIVE ~~the~~INCOME ~~year ended December 31, 2024 and 2023~~(LOSS)

		Common Stock						Common Stock to be		Additional Paid-in		Accumulated Other Comprehensive		Accumulated			Total Stockholders'
		For the years ended December 31,
		Shares			Amount			Issued		Capital		Income		Deficit			Deficit
		2025			2024
Balance, December 31, 2023		42,090,329		$	4,210		$	—	$	89,278,354	$	6,270	$	(92,086,178	)	$	(2,797,344	)
Sales	$	—		$	709,526
Stock issued for conversion of non-redeemable convertible notes		4,054,949,100			405,495			—		641,562		—		—			1,047,057
Cost of goods sold		—			657,718
Stock issued for settlement of debt - related party		8,000,000			800			—		295,200		—		—			296,000
Gross profit		—			51,808
Stock issued for settlement of promissory notes		1,331,998,300			133,200			—		—		—		—			133,200
Operating expenses
Stock issued for the conversion of Series C convertible preferred stock		32,000,000			3,200			—		72,916		—		—			76,116
General and administrative		1,057,326			1,217,145
Foreign currency translation adjustment		—			—			—		—		110,707		—			110,707
Total operating expenses		1,057,326			1,217,145
Net loss		—			—			—		—		—		(2,433,970	)		(2,433,970	)
Loss from operations		(1,057,326	)		(1,165,337	)
Balance, December 31, 2024		5,469,037,729		$	546,905		$	—	$	90,288,032	$	116,977	$	(94,520,148	)	$	(3,568,234	)
Other income (expense)
Amortization of debt discount and interest expense		(386,530	)		(174,898	)
Gain (loss) on settlement of non-redeemable convertible notes and promissory notes		1,177,540			(1,093,735	)
Initial derivative expense		(353,207	)		—
Change in fair value of derivative liabilities		134,669			—
Total other income (expense)		572,472			(1,268,633	)
Net loss		(484,854	)		(2,433,970	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(32,598	)		110,707
Total other comprehensive income (loss)		(32,598	)		110,707
Comprehensive loss	$	(517,452	)	$	(2,323,263	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		5,779,846,536			1,153,983,813
The accompanying footnotes are an integral part of these consolidated financial statements.

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.

TWO HANDS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the years ended December 31, 2025 and 2024


	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
Balance, December 31, 2024	5,469,037,729	$	546,905	$	90,288,032	$	116,977		$	(94,520,148	)	$	(3,568,234	)

Stock issued for conversion of convertible notes	138,019,999		13,802		141,354		—			—			155,156
Stock issued for the settlement of promissory note	724,257,560		72,426		1,061,059		—			—			1,133,485
Stock issued for the settlement of line of credit	170,194,403		17,019		833,953		—			—			850,972
Foreign currency translation adjustment	—		—		—		(32,598	)		—			(32,598	)
Net loss	—		—		—		—			(484,854	)		(484,854	)
Balance, December 31, 2025	6,501,509,691	$	650,152	$	92,324,398	$	84,379		$	(95,005,002	)	$	(1,946,073	)

	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		Income (Loss)			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	)

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

F-5

TWO HANDS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the year ended December 31,
		For the years ended December 31,
		2024			2023
		2025			2024
Cash flows from operating activities
Net loss	$	(2484,~~433,970~~854	)	$	(82,~~163~~433,~~662~~970	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization		118,~~356~~355			1211,~~662~~356
Bad debt		356,~~843~~616			~~(24~~35,~~868~~843	)
Gain on disposition		—			(50,695	)
Amortization of debt discount		386,530			174,898
Amortization of debt discount		174,898			159,335
Loss (gain) on settlement of non-redeemable convertible notes and promissory notes		(1,177,540	)		1,093,735
Loss on settlement of non-redeemable convertible notes		1,093,735			6,775,835
Initial derivative expense		353,207			—
Change in fair value of derivative liabilities		(134,669	)		—
Change in operating assets and liabilities
Accounts and taxes receivable		~~(31~~58,~~297~~018	)		(2931,~~575~~297	)
Prepaid expense		10(4,~~000~~579	)		(10,000	)
Inventory		~~38,227~~—			2138,~~648~~227
Deferred revenue		—			(22,221	)
Accounts payable and accrued liabilities		187,485			859,184
Accounts payable and accrued liabilities		859,184			887,881
Operating lease right-of-use liability		(6,456	)		(8,479	)
Operating lease right-of-use liability		(8,479	)		(8,272	)
Net cash used in operating activities		(807,887	)		(250,503	)
Net cash used in operating activities		(250,503	)		(451,932	)
Cash flows from investing activities
Net cash used in investing activities		—			—
Deposit, More Money Ltd.		(60,000	)		—
Net cash used in investing activities		(60,000	)		—
Cash flow from financing activities
Expenses paid for by related party		62,928			108,383
Advances		1,807			—
Repayment of advances to related party		(45,278	)		(34,246	)
Repayment of advances		(4,221	)		—
Proceeds from notes payable		—			105,001
Expenses paid for by related party		853,100			62,928
Repayment of notes payable		—			(7,037	)
Repayment of advances to related party		—			(45,278	)
Proceeds from line of credit		~~211,100~~—			~~286~~211,~~529~~100
Net cash provided by financing activities		228,750			458,630
Issuance of promissory notes		243,000			—
Change in foreign exchange		(865	)		516
Net cash provided by financing activities		1,093,686			228,750
Net change in cash		(22,618	)		7,214
Change in foreign exchange		53			(865	)
Cash, beginning of the period		24,351			17,137
Net change in cash		225,852			(22,618	)
Cash, end of the period	$	1,733		$	24,351
Cash, beginning of the year		1,733			24,351
Cash, end of the year	$	227,585		$	1,733
Cash paid during the period
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Supplemental disclosure of non-cash investing and financing activities
Stock issued for settlement of debt - related party	$	296,000		$	188,871
Stock issued for conversion of convertible notes	$	155,156		$	—
Stock issued for settlement of promissory notes	$	133,200		$	—
Stock issued for the settlement of promissory note	$	1,133,485		$	133,200
Stock issued for settlement of promissory notes - related party	$	—		$	85,922
Stock issued for the settlement of line of credit	$	850,972		$	—
Stock issued to settle non-redeemable convertible notes	$	1,047,057		$	6,894,482
Stock issued for settlement of debt - related party	$	—		$	296,000
Issue of new promissory notes to settle promissory notes, accrued expenses and other liabilities	$	2,081,016		$	—
Stock issued to settle non-redeemable convertible notes	$	—		$	1,047,057
Deemed contribution - Series A Stock Modification	$	—		$	190,040
Issue of new promissory notes to settle promissory notes, accrued expense and other liabilities	$	—		$	2,081,016
Deemed contribution - Series C Stock Modification	$	—		$	2,211,884
The accompanying footnotes are an integral part of these consolidated financial statements.

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

F-6

Two Hands Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2024~~2025 and 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.

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.

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, 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 sale included the e-commerce site, branding, supporting components of the Grocery Originals store and inventory. The ongoing sales and client ~~base~~bases of gocart.city and Grocery Originals ~~was~~were transferred as part of the asset sale. After May 1, 2024, the Company continued ~~the~~ the business of Cuore Food Services.

In ~~January~~June 2025, the Company announced, ~~its~~after ~~plans~~fully evaluating the legacy business, the Company is taking steps to ~~strategically~~reinvigorate ~~reposition~~it ~~for~~and establish ~~future~~a ~~growth~~new ~~outside~~pathway ofin the ~~wholesale~~same ~~food~~business ~~distribution branch~~space. ~~and~~The isCompany ~~taking~~will ~~steps~~continue to ~~ensure~~evaluate aopportunities ~~smooth~~both inside and ~~efficient~~outside ~~transition~~the ~~away~~food industry, ~~from~~including, but not limited to, ventures within the ~~legacy~~digital ~~business~~asset, fintech and gig economy spaces.

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 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, ~~2024~~2025, the Company incurred a net loss of $2484,~~433,970~~854 and used cash in operating activities of $~~250~~807,~~503~~887, and on December 31, ~~2024~~2025, had stockholders’ deficit of $31,~~568~~946,~~234~~073 and an accumulated deficit of $9495,~~520~~005,~~148~~002. 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-7

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~~subsidiaries, Two Hands Canada Corporation and Meridian Capital Management Inc. 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 on December 31, 2024			Revenue for the year ended December 31, 2024
Customer #1		16	%		—
Customer #2		12	%		—
Total concentration		28	%		—	%

The following table summarizes accounts payable and purchases concentrations:

	Accounts payable on December 31, 2024			Purchases for the year ended December 31, 2024
Supplier #1		11	%		13	%
Supplier #2		—			13	%
Supplier #3		—			12	%
Supplier #4		—			11	%
Supplier #5		—			11	%
Total concentration		11	%		60	%

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, ~~2024~~2025 and ~~2023~~2024 is $~~130~~144,~~883~~184 and $~~105~~130,~~072~~883, respectively.

F-8

INVENTORY

Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out(“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in the interim periods, unless physical inventory counts are performed. Any significant adjustment that results from the reconciliation with physical inventory counts is disclosed. On December 31, ~~2024~~2025 and ~~2023~~2024, the inventory valuation allowance was $~~39,774~~0 and $039,774, respectively.

PROPERTY AND EQUIPMENT

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

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

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

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

REVENUE RECOGNITION

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

During the year ended December 31, 2024 and 2023, the Company had revenue of $709,526 and $783,489, respectively. In 2024, the Company recognized revenue of $709,526 from the sale of dry goods and produce to other customers. In 2024 the Company recognized revenue of $28,673 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 customers.F-8

During the years ended December 31, 2025 and 2024, the Company had revenue of $0 and $709,526, respectively from the sale of dry goods and produce to other businesses.

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.

DERIVATIVE LIABILITY

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

F-9

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~~ Under the assets and liability method of ~~FASB~~ ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax ~~consequences~~ 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~~ 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 non-redeemable convertible notes and the line of credit. On December 31, ~~2024~~2025, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and convertible promissory notes of 1,513,424,535 shares as their effect would have been anti-dilutive. On December 31, 2024, 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.

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.

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.

~~RECENT~~Derivative ~~ACCOUNTING~~liabilities ~~PRONOUNCEMENTS~~are measured at fair value on a recurring basis using Level 3 inputs.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2024. The Company recognizes there will be an impact on how conversions are calculated which may require recognition of gains or losses. The Company adopted ASU 2020-06 during the year ended December 31, 2024. See Note 5. Line of Credit for further detail.

F-10

InThe ~~November~~following ~~2023,~~table ~~the~~presents ~~FASB~~assets ~~issued~~and ~~ASU~~liabilities ~~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~~measured ~~provided to the Chief Operating Decision Maker (“CODM”)~~ and ~~included~~recognized ~~within~~at ~~each~~fair ~~reported~~value ~~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 1531, ~~2023,~~2025 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~~recurring ~~impact on the consolidated financial statements.~~basis:


	2025
	Level 1		Level 2		Level 3
Description	$		$		$
Derivative liabilities		—		—		395,464

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosure requirements in ASC 280, Segment Reporting, on an interim and annual basis. The guidance in ASU 2023-07 is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024. The Company adopted this new standard on January 1, 2025 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. These amendments are to be applied prospectively, with retrospective application permitted. The Company adopted the new standard on December 31, 2025. Refer to Note 11 for the additional disclosure provided as a result of our adoption of the ASU.

F-11

NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES

Non-redeemable convertible notes

On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. The issue price of the Note is $244,065 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, 2024, the Company elected to convert $150,119 of principal and interest into 1,501,191,200 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $342,225 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $~~25,000~~0 and $3725,~~562~~000 for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. On December 31, ~~2024~~2025 and ~~2023~~2024, the carrying amount of the Note is $0 ~~(face value of $0 less $0 unamortized discount) and $125,119 (face value of $125,119 less $0 unamortized discount), respectively~~. This Note was ~~paid~~settled inthrough ~~full~~conversion on August 5, 2024.

On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. The issue price of the Note is $35,000 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~~0 and $~~1,694~~377 for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. On December 31, ~~2024~~2025 and ~~2023~~2024, 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~~settled inthrough ~~full~~conversion on April 29, 2024.

FOn January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk to amend and add certain terms to unsecured, non-11interest 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 $0 and $51,211 for the year ended December 31, 2025 and 2024, 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, 2025 and 2024, the carrying amount of the Note is $0. This Note was settled through conversion on December 30, 2024.

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 $51,211 and $44,362 for the year ended December 31, 2024 and 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, 2024 and 2023, the carrying amount of the Note is $0 (face value of $0 less $0 unamortized discount) and $256,056 (face value of $256,056 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 a Side Letter Agreement (“Original 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 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 0.75 years at December 31, 2024. The weighted-average discount rate was 3.96% at December 31, 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, 2024:

Schedule of operating lease liability
Periods ending December 31,	Operating Lease Commitments
2024	$	0
2025		7,585
Total operating lease commitments		7,585
Less: imputed interest		(1,322	)
Total right-of-use liability	$	6,263

F-12

~~The~~On December 30, 2024, Jordan Turk and the Company’s agreed ~~discounted~~to ~~current~~exchange ~~right-~~$43,328 of~~-use lease~~ ~~liability~~principal and ~~discounted~~interest ~~non-current right-~~of~~-use~~ ~~lease~~Original ~~liability~~Note onfor ~~December~~a ~~31,~~New ~~2024~~Promissory isNote with a carrying value of $671,~~263~~993 ~~and~~(see Note 7) resulting in a loss of extinguishment of $028, ~~respectively~~665.

~~Operating~~Also, ~~leases~~on ~~expense~~December ~~for~~30, ~~the~~2024, ~~years~~Jordan ~~ended~~Turk ~~December~~entered into ~~31,~~an ~~2024~~agreement to assign the remaining outstanding principal and ~~2023~~interest isof the Original Note with a carrying value of $10100,~~114~~000 to Emil Assentato, ~~respectively~~the Chief Executive Officer of the Company.

The consolidated statement of operations includes amortization of debt discount of $20,000 and $23,888 for the year ended December 31, 2025 and 2024 respectively, due to the 20% increase in face value on January 1 each year. On December 31, 2025 and 2024, the carrying amount of the Note is $120,000 (face value of $120,000 less $0 unamortized discount) and $100,000 (face value of $100,000 less $0 unamortized discount), respectively.

NOTE 4 – LEASES

The Company entered into an operating lease agreement on October 14, 2021 for an automobile, resulting in the recording of an initial liability and corresponding right-of-use asset of $35,906 with a weighted-average discount rate was 3.96%. The operating lease agreement terminated on October 14, 2025.

Operating leases expense for the year ended December 31, 2025 is $7,439.

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 increments of at least CAD $50,000 upon five business days’ notice and the outstanding principal bears interest at 8% per annum, payable monthly. The outstanding principal and all accrued interest became due and payable in full on May 1, 2024, the maturity date of the Line of Credit. The Lender has provided verbal assurances that the Company may continue to borrow additional funds at the same terms as the Line of Credit. Any indebtedness under the Line of Credit are secured against accounts receivable and inventory of the Company.

On 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 470-50-40-10 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~~On ~~conversion~~April is14, ~~subject~~2025, the Lender elected to convert $850,972 of principal and interest of the Line of Credit into 170,194,403 shares of common stock of the Company at a ~~restriction~~conversion onprice of $0.005 per share. The conversion of the ~~Lender~~Line ~~never~~of ~~holding~~Credit ~~more~~accounted ~~than~~for in accordance with ASC 470-20-40-4~~.99%~~, which applies to the conversion of debt that is accounted for as a liability in its entirety and is exercised in accordance with the ~~Company’s~~original ~~Common~~conversion ~~Shares~~terms, will not result in any gain or loss on conversion.

As of December 31, ~~2024~~2025 and ~~2023~~ 2024, the Line of Credit of $0 and 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 $5614,~~707~~897 and $3756,~~144~~707 for the ~~year~~years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

NOTE 6 – NOTES PAYABLE

As of December 31, ~~2024~~2025 and ~~2023~~2024, notes payable due to Piero Manzini, and Nadav Elituv, the former CEO of the Company, ~~and The Cellular Connection Limited, a corporation controlled by Stuart Turk,~~ totaling $~~115~~118,~~642~~978 and $~~113~~115,~~333~~642, 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~~As ~~Notes~~of December 31, 2025 and 2024, promissory notes of $0 and of $2,081,016, respectively, were outstanding. The promissory notes are unsecured, bear interest of 10% per annum and are due on December 31, 2025.

F-13

On October 20, 2025, the Company agreed to convert $1,836,000 of principal and interest of a promissory note into 500,000,000 shares of common stock of the Company with a fair value of $600,000 resulting in a gain of extinguishment of debt of $1,236,000 (Note 13).

On September 19, 2025, the Company agreed to convert $141,701 of principal and interest of a promissory note into 70,850,560 shares of common stock of the Company with a fair value of $134,627 resulting in a gain of extinguishment of debt of $7,074 (Note 13).

On August 22, 2025, the Company agreed to convert $374,603 of principal and interest of a promissory note into 153,407,000 shares of common stock of the Company with a fair value of $398,858 resulting in a loss of extinguishment of debt of $24,255 (Note 13).

On September 9, 2024, the Company issued promissory notes with principal of $240,926 to settle notes payable, promissory notes, accrued interest (totaling $234,843 (principal $167,455 and interest of $67,388)) and 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

As of December 31, 2024 and 2023, promissory note – related party of $0 and $0, respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's 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.

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.

~~NOTE~~New 8Promissory –Notes ~~RELATED~~are ~~PARTY~~unsecured, ~~TRANSACTIONS~~bear interest of 10% per annum and are due on December 31, 2025.

AsNOTE of8 ~~December~~– ~~31,~~CONVERTIBLE ~~2023,~~PROMISSORY ~~advances and accrued salary of $883~~NOTE,~~534~~ ~~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.~~NET

~~During~~1800 ~~the~~Diagonal ~~year ended December 31, 2024, the Company~~Lending 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.LLC

~~During~~On April 16, 2025, the Company ~~year~~entered ~~ended~~into ~~December~~a 31Securities Purchase Agreement with 1800 Diagonal Lending LLC (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $94,300 less ~~2023~~original issue discount of $12,300 and ~~the~~transaction ~~Company~~costs of $7,000 ~~issued~~bearing ~~advances~~an ~~due~~10% annual tointerest ~~related~~rate ~~party~~and maturing February 1, 2026 for $~~108~~75,~~383~~000 in ~~for~~cash. ~~expenses~~After ~~paid~~180 ondays ~~behalf~~after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company ~~and~~at ~~advances~~the ~~due~~Holder’s tooption ~~related~~at ~~party~~a ~~were~~variable ~~repaid~~conversion price calculated at 75% of the lowest closing bid byprice during the ~~Company~~10 trading ~~with~~days prior to the conversion date. Additionally, the Holder of the Note is entitled to deduct $341,~~246~~500 from the conversion amount in ~~cash.~~each Innote ~~addition,~~conversion to cover the holder’s deposit fees associated with the conversion. The Company ~~accrued~~may ~~salary~~prepay ofthe ~~$808~~Note in cash,~~076~~ ~~due~~if torepaid ~~Nadav~~within ~~Elituv~~90 ~~for~~days of date of issue, at 115% of the ~~year~~original ~~ended~~principal ~~December~~amount plus 31interest, ~~2023~~between 91 days and 150 days at 120% of the original principal amount plus interest and between 151 days and 180 days at 125% of the original principal amount plus interest. OnFrom ~~February~~October 223, ~~2023~~2025 to October 27, 2025, the ~~Company~~Holder ~~issued~~converted 138,019,999 shares of common stock of the Company with a fair value of $155,156 to settle ~~due~~principal toand ~~related~~interest ~~party~~of ~~with~~$99,015. The conversions resulted in the settlement of derivative liabilities of $66,075 and a ~~carrying~~loss ~~value~~on settlement of debt of $~~188~~41,~~871~~279. On (December 31, 2025, the Note was recorded at amortized cost of $0. ~~11)~~This Note has been settled through conversion.

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.F-14

Vanquish Funding Group, Inc.

On November 13, 2025, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $115,000 less original issue discount of $15,000 and transaction costs of $7,000 bearing an 10% annual interest rate and maturing August 15, 2026 for $93,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. Additionally, the Holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 91 days and 150 days at 120% of the original principal amount plus interest and between 151 days and 180 days at 125% of the original principal amount plus interest. On December 31, 2025, the Note was recorded at amortized cost of $1,849 (comprised of principal of $115,000 plus accrued interest of $1,513 less debt discount of $114,664).

On December 2, 2025, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $94,300 less original issue discount of $12,300 and transaction costs of $7,000 bearing an 10% annual interest rate and maturing September 15, 2026 for $75,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. Additionally, the Holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 91 days and 150 days at 120% of the original principal amount plus interest and between 151 days and 180 days at 125% of the original principal amount plus interest. On December 31, 2025, the Note was recorded at amortized cost of $750 (comprised of principal of $94,300 plus accrued interest of $749 less debt discount of $94,299).

NOTE 9 - DERIVATIVE LIABILITY

The Convertible Promissory Notes with 1800 Diagonal Lending LLC and Vanquish Funding Group, Inc. with the issue dates of April 16, 2025, November 13, 2025 and December 2, 2025 is accounted for under ASC 815. The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s derivative liabilities have been measured at fair value using the binomial model.

The inputs into the binomial models are as follows:


	December 31, 2025			December 2, 2025			November 13, 2025			April 16, 2025
Closing share price	$	0.0016		$	0.0011		$	0.0024		$	0.0029
Conversion price	$	0.0007		$	0.0008		$	0.0013		$	0.0008
Risk free rate		4.29	%		3.90	%		3.90	%		3.90	%
Expected volatility		227	%		258	%		256	%		337	%
Dividend yield		0	%		0	%		0	%		0	%
Expected life		0.62 - 0.71 years			0.79 years			0.75 years			0.80 years

The fair value of the convertible promissory note derivative liability relating to the Notes issued to 1800 Diagonal Lending LLC and Vanquish Funding Group, Inc. on April 16, 2025, November 13, 2025 December 2, 2025 is $596,207 (2024 - $0), of which $243,000 was recorded as a debt discount and the remainder of $353,207 was recorded as initial derivative expense. During the year ended December 31, 2025, the convertible promissory note derivative liability was reduced by $66,075 for settlement of derivative liabilities due to conversion of the Notes into common stock by the Holders. The decrease in the fair value of the conversion option derivative liability of $134,669 is recorded as a gain in the consolidated statements of operations for the year ended December 31, 2025. The convertible promissory note derivative liability at December 31, 2025 and 2024 is $395,464 and $0, respectively.

NOTE 10 – RELATED PARTY TRANSACTIONS

On December 31, 2025 and 2024, $882,632 (comprising of $853,100 of advances and $29,532 of interest) and $0, respectively was due to Emil Assentato, the Company's Chief Executive. During the year ended December 31, 2025, the Company issued total advances for $853,100 comprising $635,000 for cash received and $218,100 of expenses paid on behalf of the Company. This note payable – related party earns interest at 8% per annum, is unsecured and is due on demand.

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 13). 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.

F-15

Employment Agreements

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

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

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

~~F-14~~During the year ended December 31, 2025, compensation expenses of $325,917 was incurred for the Chief Executive Officer, Chief Financial Officer and a Director.

NOTE 911 - 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:

expense as reported is as follows:


	2025					2024
Net loss before income taxes per consolidated financial statements	$	(484,854	)			$	(2,433,970	)
Income tax rate				21	%				21	%
Income tax recovery		(101,800	)	(21	%)		(511,000	)	(21	%)
Non-deductible interest		81,200		17	%		36,700		2	%
Gain (loss) on settlement of debt		(247,300	)	(51	%)		229,600		9	%
Initial derivative expense		74,200		15	%		—
Change in fair value of derivative expense		(28,300	)	(6	%)		—
Valuation allowance change		222,000		46	%		244,700		10	%
Income tax expense (recovery)		—		0	%		—		0	%

Schedule of reconciliation of provision for income tax expenses (recovery)
	2024			2023
Net loss before income taxes per consolidated financial statements	$	(2,433,970	)	$	(8,163,662	)
Income tax rate		21	%		21	%
Income tax recovery		(511,000	)		(1,714,400	)
Non-deductible share-based payments		—			—
Non-deductible interest		36,700			33,500
Loss on settlement of debt		229,600			1,422,900
Initial derivative expense		—			—
Change in fair value of derivative expense		—			—
Valuation allowance change		244,700			258,000
Income tax expense (recovery)	$	—		$	—

The significant component of deferred income tax assets on December 31, 2025 and 2024 is as follows:

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


	2025			2024
Net operating loss carry-forward	$	2,052,400		$	1,830,400
Valuation allowance		(2,052,400	)		(1,830,400	)
Net deferred income tax asset	$	—		$	—

Schedule of significant component of deferred income tax assets
	2024			2023
Net operating loss carry-forward	$	1,830,400		$	1,585,700
Valuation allowance		(1,830,400	)		(1,585,700	)
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, ~~2024~~2025 and ~~2023~~2024 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, ~~2024~~2025 and ~~2023~~2024 and no interest or penalties have been accrued as of December 31, ~~2024~~2025 and ~~2023~~2024. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company did not have any amounts recorded pertaining to uncertain tax positions.

For federal income tax purposes, the Tax Cuts and Jobs Act of 2017 changed Net Operating Loss (“NOL”) rules as follows (i) pre-2018 NOLs can offset 100% of taxable income but expire after 20 years and (ii) post-2017 NOLs have an indefinite carryforward but are limited to 80% of taxable income. As of December 31, 2025, the Company had approximately $1.5M pre 2018 NOL carryforwards and $8.3M post-2017 NOL carryforwards.

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 1012 –- ~~PREFERRED~~STOCKHOLDERS' ~~STOCK~~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.

F-16

Preferred Stock

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

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

On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating five thousand (5,000) shares as Series C Convertible Preferred Stock, par value $0.001 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 September 29, 2023, a 1 for 1,000 reverse stock split of the Company’s common stock took effect.

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.

~~Series~~Common 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, 2024 and 2023, since share settlement is not within the control of the Company.

~~NOTE~~On 11April -14, ~~STOCKHOLDERS'~~2025, ~~EQUITY~~The Cellular Connection Ltd. elected to convert $850,972 of principal and interest of the line of credit into 170,194,403 shares of common stock of the Company at a conversion price of $0.005 per share. The line of credit is paid in full.

~~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.~~F-17

On August 22, ~~2023~~2025, ~~pursuant to stockholder consent, our Board of Directors authorized an amendment (~~the ~~"Amendment")~~Company toagreed ~~our Certificate of Incorporation, as amended,~~ to ~~effect~~convert a$374,603 ~~reverse stock split~~ of ~~the~~principal ~~issued~~ and ~~outstanding~~interest ~~shares~~ of ~~our~~a ~~common~~promissory ~~stock,~~note ~~par~~into ~~value $0.0001~~153, ~~on a 1 for 1~~407,000 ~~basis.~~shares Weof ~~filed~~common ~~the Amendment~~stock ~~with the Delaware Secretary~~ of ~~State on August 22, 2023. On September 21, 2023~~ the ~~Financial~~Company ~~Industry~~with ~~Regulatory~~a ~~Authority, Inc.~~fair ~~notified~~value usof ~~that the reverse stock split would take effect on September 29~~$398, ~~2023. All common stock share and per-share amounts for~~858 ~~all~~resulting ~~periods presented~~ in ~~these~~a ~~consolidated~~loss ~~financial~~of ~~statements~~extinguishment ~~have~~of ~~been~~debt ~~adjusted~~of ~~retroactively~~$24,255 to(Note ~~reflect the reverse stock split~~7).

From October 23, 2025 to October 27, 2025, the Holder a promissory convertible note elected to convert 138,019,999 shares of common stock of the Company with a fair value of $155,156 to settle principal and interest of $99,015.

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.

~~F-16~~NOTE 13 – COMMITMENTS

~~For~~On ~~the~~July ~~year ended December 31~~14, ~~2023~~2025, the Company entered into a definitive ~~elected~~agreement towith ~~convert~~More ~~$118,647~~Capital Ltd. The purpose of ~~principal~~the definitive agreement is to incorporate a new holding company to operate a confection brand and ~~interest~~operating ofcompany ~~non-redeemable~~The ~~convertible~~definitive ~~notes~~agreement ~~into~~includes 16conditions precedent for the Company to issue 40,~~920~~000,~~700~~000 shares of ~~common~~its common stock ofto ~~the Company~~More ~~with~~Capital aLtd. ~~fair~~and ~~value~~for ofthe ~~$6,894,482~~Company ~~resulting~~to intransfer a$65,000 ~~loss~~ of ~~extinguishment~~cash ofto ~~debt~~More ofCapital ~~$6,775,835~~Ltd.

On ~~February~~July 228, ~~2023~~2025, the Company ~~agreed~~entered into a definitive agreement with More Money Ltd. The purpose of the definitive agreement is to ~~issue~~incorporate ~~978~~a new holding company to operate a crypto management and advisory business. The definitive agreement includes conditions precedent for the Company to issue 110,000,000 shares of ~~common~~its common stock ~~with~~to aMore ~~fair~~Money ~~value~~Ltd. ofand for the Company to transfer $3200,~~912~~000 of cash to ~~settle~~More ~~advances~~Money Ltd. In accordance with athis ~~carrying~~agreement ~~value~~the ofCompany advanced $3660,~~690~~000 ~~(CAD~~in ~~$48,894)~~cash ~~due~~which tois ~~Nadav~~recorded ~~Elituv,~~ as a deposit on the ~~former~~consolidated ~~Chief~~balance ~~Executive~~sheet ~~Officer~~at ofDecember 31, 2025. After December 31, 2025, the Company ~~resulting~~paid More Money Ltd. an ~~increase~~additional $60,000 in ~~additional~~cash ~~paid-~~in ~~capital~~accordance ofwith ~~$32,778~~this agreement.

OnAt ~~February~~December 231, ~~2023~~2025, the ~~Company~~performance ~~agreed~~has tonot ~~issue 6,346~~occurred ~~shares~~for ofeither ~~common~~conditions 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 $212,720precedent. ~~2130555 Ontario Limited is controlled by Nadav Elituv, the former Chief Executive Officer of the Company.~~

OnNOTE ~~March~~14 3,– ~~2023,~~SUBSEQUENT ~~the~~EVENTS ~~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.~~

OnVanquish ~~May~~Funding 12Group, ~~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~~Inc.

On ~~May~~January 16, ~~2023~~2026, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of ~~Series~~a BConvertible ~~Stock~~Note ~~elected~~(the “Note”) with an original principal amount of $100,050 less original issue discount of $13,050 and totransaction ~~convert~~costs 4of $7,000 ~~shares~~bearing ofan ~~Series~~10% Bannual ~~Stock~~interest ~~into~~rate 4and maturing October 15, 2026 for $80,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock ~~resulting~~of inthe Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. Additionally, the Holder of the Note is entitled to deduct $391,~~921~~500 ~~reduction~~from the conversion amount in each note conversion to cover the holder’s ~~carrying~~deposit ~~value~~fees associated with the conversion. The Company may prepay the Note in cash, if repaid within 90 days of date ~~Series~~of Bissue, ~~Stock~~at 115% of the original principal amount plus interest, between 91 days and 150 days at 120% of the original principal amount plus interest and between 151 days and 180 days at 125% of the original principal amount plus interest.

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.F-18

OnAsset ~~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.~~Acquisitions

~~F-17~~On January 23, 2026, the Company entered into an agreement with OnGraph Technologies Limited and/or its affiliates, including DailyLove (collectively “DailyLove”) whereby DailyLove agreed to provide the Company with (i) a licence in 100% of the intellectual property (including all software, source code, data, models and documentation) assets related to the AI dating platform (DAILYLOVE.AI) (the” IP Assets”) and (ii) issue a certain number of shares of common stock of DailyLove, all pursuant to terms and conditions of this agreement (“Equity Contingency Consideration”).

In consideration of the IP Assets the Company agreed to pay to DailyLove $500,000 in cash in three installments as follows (i) $125,000 on January 23, 2026 (ii) $125,000 on February 5, 2026 and (iii) $250,000 on February 28, 2026. Upon payment of each installment of cash consideration the Company will receive Equity Contingency Consideration as follows (i) upon payment of the first installment, 2.25% of the total issued and outstanding shares of DailyLove (“DL Shares”) (ii) upon payment of the second installment, 2.25% of the total issued and outstanding DL Shares and (iii) upon payment of the third installment, 4.5% of the total issued and outstanding DL Shares.

As of March 31, 2026, the Company has paid DailyLove $250,000 in cash.

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, ~~2024~~2025. 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, ~~2024~~2025 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, ~~2024~~2025, 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~~2026: (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, ~~2024~~2025 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, ~~2024~~2025, 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 iswas filed as Exhibit 19.1 to ~~this~~the ~~2024~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on April 14, 2025, and is incorporated herein by reference.

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)
Emil Assentato (1)		7576	Chief Executive Officer, President, Treasurer, Secretary and Director (Principal Executive Officer)
Matthew Stark (1)		3738	Chief Financial Officer and Director (Principal Financial and Accounting Officer)
Craig Marshak (1)		6364	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:

Emil Assentato, Chief Executive Officer, President, Treasurer, Secretary and Director

Emil Assentato has been the Chief Executive Officer, President, Treasurer, Secretary and a Director of the Company since December 30, 2024. Emil Assentato spent most of his significant career working for Compaigine Financier Tradition, a publicly owned company on the Geneva Exchange under the symbol CFT, in its wholly owned subsidiary Tradition North America, from August 1, 1986 through June 30, 2017. This journey included the following positions within his scope at Tradition: CEO from 1991 through 2014: Chairman 2014 through 2017; President Tradition Government Securities 1994 through 2014: Chairman and CEO of Tradition Securities and Derivatives, Inc, Chairman and CEO from 2008 through 2013: Initiated Tradition’s advance in South America establishing offices in Argentina (1995), Chile(2004), Columbia (2004), Mexico (2004) and briefly in Brazil all in the early 2000’s: Chairman, Standard Credit Group, LLC 2008 through 2013: Director, StreamingEdge, Inc. 2008 through 2014, Inc.: Main Board Executive Compaignie Financier Tradition (CFT) 2002 through 2017. Along the way Mr. Assentato occupied the following positions of which some are still 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. (Nasdaq: NUKK) 2016 through July 2024, Chairman and CEO of Nukkleus Inc. Notable career accomplishments included the first individual to execute an over-the-counter 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 was early in 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.

2821

Matthew Stark, Chief Financial Officer and Director

Matthew Stark has been the Chief Financial Officer and a Director of the Company since February 2025, 2025. Mr. Stark brings 15 years’ experience of accounting and financial reporting within the financial services industry, including foreign exchange trading, FINRA-regulated broker-dealer services, and cross-border payment services. He was employed with FXDD for 12 years, having an instrumental role in all corporate accounting operations, with a heavy focus on the external audits and regulatory requirements of FXDD and their global subsidiaries. Mr. Stark joined Nukkleus, Inc. (Nasdaq: NUKK) in 2022 and currently serves as their Corporate Controller. After receiving his Bachelor's degree in Business Administration in 2010, Mr. Stark graduated from Pace University in 2015 with his Master’s degree in Accounting.

Craig Marshak, Director

Craig 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.

His expertise includes advising on multi-billion-dollar restructuring assignments, such as the privatization of Israel Chemicals from Israeli government ownership, the restructuring of Koor Industries (formerly one of Israel’s largest conglomerates), and the landmark restructuring of Manville Corporation. Mr. Marshak and his team at Schroders led the entirety of the Manville engagement, which was one of the most complex restructurings of its era. Mr. Marshak graduated summa cum laude and Phi Beta Kappa with an A.B. degree from Duke University. He was awarded the Roger Alan Opel Scholarship to the London School of Economics and later earned a J.D. from Harvard Law School.

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.

2922

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. Assentato’s continuation in the combined role of the 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 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 Craig ~~Marshall~~Marshak is an “independent director” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). As of April 11, 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~~Emil ~~Elituv~~Assentato, ~~Ryan~~Craig ~~Wilson~~Marshak and ~~Bradley~~Matthew ~~Southam~~Stark 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 director positions that are recommended by any of our stockholders. The recommended candidate should be submitted to us in writing addressed to 141 Piping Rock Road Locust Valley, New York 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.23

30The Board of Directors will consider candidates for director positions that are recommended by any of our stockholders. The recommended candidate should be submitted to us in writing addressed to 141 Piping Rock Road, Locust Valley, New York 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 Emil Assentato at Two Hands Corporation, 141 Piping Rock Road, Locust Valley, New York 11560.

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name & Principal Position	~~Year~~	~~Salary ($)~~Year	~~Bonus ($)~~	~~Stock Awards ($)~~	~~Option Awards ($)~~	~~Non-Equity~~Salary ~~Incentive Plan Compensation~~ ($)	~~Nonqualified Deferred Compensation Earnings ($)~~	~~All Other Compensation ($)~~	~~Total ($)~~	Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Emil Assentato, Principal Executive Officer, President, and Director	~~2024~~	~~$ -~~	~~$ -~~2025	~~$ -~~	~~$ -~~	$-	~~$ -~~180,000	~~$ -~~	~~$ -~~	$	—	$	—	$	—	$	—	$	—	$	—	$	180,000
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
			2024			$	—			$	—	$	—	$	—	$	—	$	—	$	—	$	—
Matthew Stark, Chief Financial Officer and Director	~~2024~~	~~$ -~~	~~$ -~~2025	~~$ -~~	~~$ -~~	$-	~~$ -~~50,000	~~$ -~~	~~$ -~~	$	—	$	—	$	—	$	—	$	—	$	—	$	50,000
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
			2024			$	—			$	—	$	—	$	—	$	—	$	—	$	—	$	—
Andrew Kucharchuk, former Chief Financial Officer and Director	~~2024~~	~~$ -~~	~~$ -~~2025	~~$ -~~	~~$ -~~	$-	~~$ -~~9,000	~~$ -~~	~~$ -~~	$	—	$	—	$	—	$	—	$	—	$	—	$	9,000
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
			2024			$	—			$	—	$	—	$	—	$	—	$	—	$	—	$	—
Nadav Elituv, former Principal Executive Officer, President, Chairman and Director	~~2024~~	~~$ 809,038~~	~~$ -~~2025	$-	~~$ -~~	$-	~~$ -~~—	~~$ -~~	~~$ 809,038~~	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	2023	$ 808,076	$ -	$-	$ -	$-	$ -	$ -	$ 808,076
			2024			$	809,038			$	—	$	—	$	—	$	—	$	—	$	—	$	809,038
Steven Gryfe, former Chief Financial Officer	~~2024~~	~~$ -~~	~~$ -~~2025	~~$ -~~	~~$ -~~	$-	~~$ -~~—	~~$ -~~	~~$ -~~	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	2023	$ -	$ -	$ -	$ -	$-	$ -	$ -	$ -
			2024			$	—			$	—	$	—	$	—	$	—	$	—	$	—	$	—

3124

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, ~~2024~~2025, 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

During the year ended December 31, 2025, compensation expenses of $325,917 was incurred for the Chief Executive Officer, Chief Financial Officer and a Director.

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, ~~2024~~2025:

Name

Fees Earned or Paid in Cash

($)

Stock Awards ($)

Option Awards

($)

All Other Compensation ($)

Total

($)

Craig Marshak, Director

85,500

—

85,500

Daniel Reshef, Director (1)

10,417

—

10,417

~~Name~~(1) ~~Fees~~Dr. ~~Earned~~Daniel Reshef was appointed a director on May 8, 2025 and resigned November 20, 2025. Dr. Daniel Reshef is a dual Israeli and USA citizen, currently living in the USA, with strong ties to Israel, Israel medical research centers and a vast array of ~~Paid~~relationships in ~~Cash~~the ~~($)~~global ~~Stock~~pharmaceutical ~~Awards~~sector. ~~($)~~Dr ~~Option~~Reshef’s ~~Awards~~extensive ~~($)~~career ~~All~~with ~~Other~~over ~~Compensation~~twenty-five ~~($)~~years ~~Total~~in ~~($)~~drug ~~Craig~~development ~~Marshak~~encompasses many facets of the pharmaceutical sector, ~~Director~~gained $through —senior $management —positions $at —leading $companies —such $as —Hoffman ~~Ryan~~La ~~Wilson~~Roche, ~~former~~Genentech, ~~Director~~Bristol $Myers —Squibb, $and —in $his —current $capacity —as $the —Therapeutic ~~Bradley~~Area ~~Southam~~Global Head for a major global pharmaceutical company. His scientific experience includes skills in regulatory, ~~former~~medical ~~Director~~affairs, $drug —safety $operations —and $clinical —trials $epidemiology —with $leadership —experience in early drug development from phase 1 to phase IV, and in multiple therapeutic areas. Dr. Reshef is a board-certified physician, graduate of the Hebrew University and Hadassah Medical School in Jerusalem, and has earned his MPH and PhD in Epidemiology from Johns Hopkins University.

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, ~~2024~~2025, Emil Assentato, ~~Nadav~~Matthew ~~Elituv~~Stark, ~~Ryan~~Daniel ~~Wilson,~~Reshef ~~Bradley Southam~~ and ~~Brandon~~Craig ~~Milner~~Marshak 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, ~~2024~~2025. 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.

During the fiscal year ended December 31, ~~2024~~2025, 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 ~~April~~March 1131, ~~2025~~2026, 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
Name and Address of Beneficial Owner (1)	Beneficially Owned	Approximate Percentage of Issued and Outstanding Common Stock(65)
Emil Assentato (2)	32,~~000~~687,~~000~~372,~~000~~776	5441.93%
Craig Marshak (3)	0	0.00%
Matthew Stark (4)	0	0.00%
All Directors and Officers as a Group	32,~~000~~687,~~000~~372,~~000~~776	5441.93%

3326

Notes:

	(1)	Unless otherwise noted, the business address of each of the following is 141 Piping Rock Road, New York, New York, ~~10128~~10560.
	(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 2025, 2025, Matthew Stark was appointed as Chief Financial Officer of the Company and as a member of the Board.

(5) Based on 56,~~469~~501,~~037~~509,~~729~~691 shares of common stock outstanding as of ~~April~~March 1131, ~~2025~~2026 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

AsOn of December 31, ~~2024~~2025 and ~~2023~~2024, $882,632 (comprising of $853,100 of advances and ~~accrued salary~~$29,532 of $0interest) and $~~883~~0,~~534,~~ respectively, ~~were~~was due to ~~Nadav~~Emil ~~Elituv~~Assentato, the Company's ~~former~~ Chief Executive ~~Officer~~. ~~The~~During the ~~balance~~year isended ~~non-interest bearing~~December 31, ~~unsecured~~2025, the Company issued total advances for $853,100 comprising $635,000 for cash received and ~~have~~$218,100 noof expenses ~~specified~~paid ~~terms~~on behalf of ~~repayment~~the Company. This note payable – related party earns interest at 8% per annum, is unsecured and is due on demand.

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 Craig ~~Marshall~~Marshak is an “independent 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, ~~2024~~2025 and ~~2023~~2024 were as follows:

	2024		2023
	2025		2024
Audit Fees	$	7677,~~000~~400	$	7076,~~177~~000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	7677,~~000~~400	$	7076,~~177~~000

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, 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, 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, ~~2024~~2025 and ~~2023~~2024

Consolidated Statements of Operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024

Consolidated Statement of Stockholders' Deficit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024

Consolidated Statements of Cash Flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024

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.

3629

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
19.1	Insider Trading Policy	X	10-K	12/31/2024	19.1	4/14/2025
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

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.

3730

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 14, 2025	By: /s/ Emil Assentato Name: Emil Assentato Title: President, Chief Executive Officer and Director (Principal Executive Officer)
Dated: April 10, 2026	By: /s/ Emil Assentato Name: Emil Assentato Title: President, Chief Executive Officer and Director (Principal Executive 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/ Emil Assentato Emil Assentato	President, Chief Executive Officer and Director (Principal Executive Officer)	April 1410, ~~2025~~2026
By: /s/ Matthew Stark Matthew Stark	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	April 1410, ~~2025~~2026
By: /s/ Craig Marshak Craig Marshak	Director	April 1410, ~~2025~~2026

3831

Filing Compare · Two Hands Corp