May 8, 2019

Nadav Elituv
President
Two Hands Corporation
33 Davies
Toronto, Ontario, Canada
M4M 2A9

       Re: Two Hands Corporation
           Offering Statement on Form 1-A
           Filed April 10, 2019
           File No. 024-10985

Dear Mr. Elituv:



       We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A filed April 10, 2019

Risk Factors
We will not have reporting obligations under Sections 13 or 15 of the
Securities Exchange Act of
1934, page 18

1.    We note that you voluntarily file Exchange Act reports. Please tell us
whether it is your
      intent to transition from the filing schedule dictated by the Exchange
Act to the filing
      schedule required by Regulation A. If so, please provide risk factor
disclosure, informing
      investors of the consequences of the change, including reporting on a
semi-annual instead
      of quarterly basis.
 Nadav Elituv
FirstName LastNameNadav Elituv
Two Hands Corporation
Comapany NameTwo Hands Corporation
May 8, 2019
May 8, 2019 Page 2
Page 2
FirstName LastName
Dilution, page 20

2.       We are unable to recompute net tangible book value per share after the
offering assuming
         75%, 50% and 25% of the shares offered are sold. Please provide us
with your
         computations net tangible book value per share after the offering
assuming 75%, 50% and
         25% of the shares offered are sold. In addition, please include a
comparison of the public
         contribution under the proposed public offering and the effective cost
of officers,
         directors, promoters and affiliated persons of common equity acquired
by them in
         transactions during the past year. Please refer to Item 4 of Form 1-A.
Description of Business
Research and Development, page 25

3.       You disclose that you have not spent any funds on research and
development activities
         since your inception. However, we note you incurred $361,200 on
research and
         development activities during the year ended December 31, 2018. Please
revise or advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
30

4.       Since you launched your flagship application, TwoHandsAPP, in July
2018 and your
         phone application, Two hands Gone, in February 2019, and intend to
commence your
         cannabis and cannabididiol (CBD) derivative business operations when
the CBD license is
         acquired, please provide your plan of operations of these businesses
for the 12 months
         following the commencement of the proposed offering. If such
information is not
         available, the reasons for its unavailability must be stated.
Disclosure relating to any plan
         must include, among other things, a statement indicating whether, in
the issuer's opinion,
         the proceeds from the offering will satisfy its cash requirements or
whether it anticipates it
         will be necessary to raise additional funds in the next six months to
implement the plan of
         operations.
Critical Accounting Policies
Stock-Based Compensation, page 32

5.       We note that you adopted ASU 2018-07 - Compensation - Stock
Compensation (718) -
         Improvements to Nonemployee Share-Based Payment Accounting on January
1, 2018.
         ASU 2018-07 expands the scope of Topic 718 to include share-based
payment
         transactions for acquiring goods and services from nonemployees. An
entity should apply
         the requirements of Topic 718 to nonemployee awards except for
specific guidance on
         inputs to an option pricing model and the attribution of cost (that
is, the period of time
         over which share-based payment awards vest and the pattern of cost
recognition over that
         period). The amendments specify that Topic 718 applies to all
share-based payment
         transactions in which a grantor acquires goods or services to be used
or consumed in a
         grantor's own operations by issuing share-based payment awards. It
does not appear that
 Nadav Elituv
FirstName LastNameNadav Elituv
Two Hands Corporation
Comapany NameTwo Hands Corporation
May 8, 2019
May 8, 2019 Page 3
Page 3
FirstName LastName
         your accounting policy regarding share-based payments to nonemployees
complies with
         the Update since the fair value of share-based payments to
nonemployees should be
         measured at grant-date fair value of the equity instruments that an
entity is obligated to
         issue when the goods have been delivered or the service has been
rendered and any other
         conditions to earn the right to benefit from the instruments have been
satisfied. Please tell
         us why your accounting policy complies with the Update. Please note
that this comment
         also applies to your accounting policy regarding stock-based
compensation described in
         the notes to the financial statements on page 56.
Liquidity and Capital Resources, page 34

6.       Please disclose whether you have entered into any agreements with your
Chief Executive
         Officer, note holders, shareholders and others to loan or advance
funds to you. If not,
         please disclose that there is no assurance that such persons will loan
or advance funds to
         you. Please also disclose what other actions you are taking to cure
your liquidity
         deficiency including financing transactions entered into subsequent to
year-end. In
         addition, please revise to disclose whether you believe you have
sufficient cash and other
         types of liquidity available to fund operations and meet your
obligations on both a long-
         term and short-term basis. We would consider long-term to be greater
than twelve months.
Compensation of Directors and Officers
Employment Agreements, page 39

7.       Though you are a custom application development company and,
potentially, a CBD oil
         producer, the employment agreement with your CEO engages him to
provide you
         expertise and services related to the "staging and lighting industry."
Please explain.
Security Ownership of Management and Certain Securityholders, page 41

8.       Please include footnote 5 to the chart.
Securities Being Offered
Market Price, Dividends and Related Stockholder Matters, page 44

9.       We note your disclosure that you do not have an equity incentive plan.
This disclosure is
         inconsistent with your disclosure on page 39 regarding your 2015 Stock
Option Plan.
         Please revise or advise.
Financial Statements
Consolidated Balance Sheets, page 50

10.      Please tell us the items and their amounts included in prepaid
expenses at December 31,
         2018. In addition, please provide us with a reconcilation of the
change in amounts due to
         related party to the net amount of advances by related party and
repayments of advances
         to related party reflected in the consolidated statements of cash
flows.
 Nadav Elituv
FirstName LastNameNadav Elituv
Two Hands Corporation
Comapany NameTwo Hands Corporation
May 8, 2019
May 8, 2019 Page 4
Page 4
FirstName LastName
General, page 54

11.      Please tell us your consideration of disclosing the information
required by ASC 718 with
         respect to your 2015 Stock Option Plan disclosed on page 39.
Notes to Consolidated Financial Statements
Going Concern, page 54

12.      Please disclose whether there are any written agreements regarding the
commitment of
         your officers and directors to advance funds to cover certain
operating costs and, if so,
         please file the agreements as an Exhibit to the filing. In addition,
please describe the
         terms and provisions of the funding agreements.
Net Loss Per Share , page 56

13.      Please also disclose common stock options and warrants excluded from
the
         computation of diluted earning per share.
Note 3- Non-Redeemable Convertible Notes, page 57

14.      It appears that the amended non-redeemable convertible notes contain a
beneficial
         conversion feature since the instruments are convertible into common
stock at your option
         at a fixed conversion rate of $.0001 per share, which is lower than
the market value of
         your common stock. Please explain to us how your accounting for the
beneficial
         conversion features comply with ASC 470-20-25, ASC 470-20-30, ASC
470-20-35 and
         470,20-40. In addition, please tell us how you determined the
per-share fair market value
         of your common stock on the dates each of the convertible notes were
amended.
15.      We note that the amendments to the non-redemable convertible notes
added a substantive
         conversion option. As such, it appears that the modifications are
substantive. Please tell
         us how you accounted for the 2018 modifications to the non-redeemable
convertible notes
         and why your accounting complies with ASC 470-50-40.
Recent Accounting Pronoumments, page 57

16.      Please tell us why the adoption of ASU 2018-07 did not result in an
adjustment to
         beginning retained earnings.
Note 4 - Notes Payable, page 59

17.      Please provide us with a summary of the proceeds from notes payable
and repayments of
         notes payable during the year ended December 31, 2018 which reconciles
to the change in
         notes payable as reflected on the consolidated balance sheets.
Note 7 - Stockholders' Equity, page 60

18.      Please tell us how you computed the gain or loss on the debt
settlement described in the
 Nadav Elituv
Two Hands Corporation
May 8, 2019
Page 5
         third paragraph. In addition, please tell us how you determined the
per-share market value
         of your common stock for each issuance of common stock to settle stock
payables,
         accrued liabilities and accounts payable and for services and
compensation payable to
         officers and consultants.
Note 8 - Subsequent Events, page 61

19.      Please tell us how you intend to account for the issuance of the
senior convertible note and
         warrants issued to FirstFire Global Opportunities Fund, LLC and the
embedded
         conversion feature. Please refer to ASC 470 and ASC 815-40.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Bill Thompson, Accounting Branch Chief, at 202-551-3344
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Charlie Guidry, Staff Attorney, at 202-551-3621, or Lilyanna Peyser, Special
Counsel, at 202-
551-3222 with any other questions.



FirstName LastNameNadav Elituv                                 Sincerely,
Comapany NameTwo Hands Corporation
                                                               Division of
Corporation Finance
May 8, 2019 Page 5                                             Office of
Consumer Products
FirstName LastName