May 28, 2019

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

       Re: Two Hands Corporation
           Amendment No. 1 to Offering Statement on Form 1-A
           Filed May 16, 2019
           File No. 024-10985

Dear Mr. Elituv:

      We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our April 8,
2019 letter.

Amendment No. 1 to Form 1-A

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies
Stock-based Compensation, page 33

1.    We reviewed your response to comment 5. Please revise your disclosure to
clarify that
      stock-based awards granted to non-employees (a) are accounted for in
accordance with
      ASC 718 upon the adoption of ASU 2018-07 and (b) prior to the adoption of
ASU 2018-
      07 were accounted for in accordance with ASC 505-50. Please also disclose
that the
      adoption did not have an impact on your financial statements. Similar
revisions should be
      made to your accounting policy disclosure on page 57.
 Nadav Elituv
Two Hands Corporation
May 28, 2019
Page 2
Financial Statements
Note 2 - Summary of Significant Accounting Policies
Going Concern, page 55

2.       You state in your response to comment 12 that your disclosure was
revised to disclose
         that there are no oral or written agreements regarding the commitment
of your officers and
         directors to advance funds to cover certain operating costs. We are
unable to locate this
         disclosure. Please revise or advise.
Note 7 - Stockholders' Equity, page 61

3.       You state in your response to comment 11 that no stock-based awards
were granted under
         the 2015 Stock Option Plan ("Plan") during the past two years. On page
45, you disclose
         that 433 shares of common stock have been granted under the Plan and
that 567 shares of
         common stock remain available for grant. As such, please disclose a
description of Plan,
         including (a) the general terms of awards under the Plan such as the
requisite service
         period(s) and any other substantive conditions, (b) the maximum
contractual term of
         equity share options or similar instruments and (3) the number of
shares authorized for
         awards of equity share options or other equity instruments pursuant to
the Plan. In
         addition, if there are any stock-based awards outstanding at December
31, 2017 or 2018,
         please disclose the other information required by ASC 718 to the
extent applicable.
General

4.       On May 14, 2019 you filed a Form 10-Q covering your first quarter but
have not made
         corresponding updates to this subsequently filed Form 1-A. Please tell
us what
         consideration you gave to updating the Form 1-A. See Rule 252(a) of
Regulation A,
         which requires that the offering statement contain "any other material
information
         necessary to make the required statements [contained in the offering
statement], in light of
         the circumstances under which they are made, not misleading."
       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 28, 2019 Page 2                                            Office of
Consumer Products
FirstName LastName