10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

OR

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

For the transition period from _________ to __________

Commission File Number: 333-167667

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	42-1770123
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1035 Queensway East, Mississauga, Ontario, Canada  (Address of Principal Executive Offices)	L4Y 4C1 (Zip Code)

(416) 357-0399

(Registrant's telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

1

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)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 14, 2022, the issuer had 132,402,624 shares of its common stock issued and outstanding, par value $0.0001 per share.

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on March 31, 2022, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Form 10-K filed on March 31, 2022.

3

TWO HANDS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

PART I		PAGE
Item 1.	Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mining Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	35

4

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
ASSETS	(Unaudited)
Current assets
Cash	$	20,846		$	533,295
Accounts receivable, net		178,027			163,197
VAT taxes receivable		13,369			24,563
Inventory		78,716			154,848
Prepaid expense		2,443,495			732,945
Total current assets		2,734,453			1,608,848
Property and equipment, net		13,321			6,974
Operating lease right-of-use asset		25,061			33,612
Total assets	$	2,772,835		$	1,649,434
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	685,944		$	498,428
Due to related party		40,715			39,985
Notes payable		6,068			6,103
Deferred revenue		21,774			—
Current portion of operating lease right-of-use liability		8,026			8,482
Total current liabilities		762,527			552,998
Long-term liabilities
Line of credit		73,006			—
Promissory notes		224,528			210,527
Promissory note - related party		81,173			—
Non-redeemable convertible notes, net		492,023			517,717
Operating lease right-of-use liability, net of current portion		17,035			25,130
Total long-term liabilities		887,765			753,374
Total liabilities		1,650,292			1,306,372
Commitments and Contingencies		—			—
Temporary equity
Series A convertible preferred stock; $0.01 par value; 200,000 shares designated, 25,000 and 189,500 shares issued and outstanding, respectively		249,505			595,122
Series B convertible preferred stock; $0.01 par value; 100,000 shares designated, 11,000 and 21,000 shares issued and outstanding, respectively		109,783			1,564,100
Series C convertible preferred stock; $0.001 par value; 150,000 shares designated, 90,000 shares and 10,000 shares issued and outstanding, respectively		2,584,951			1,130,952
Series D convertible preferred stock; $0.001 par value; 200,000 shares designated, 0 shares and 40,000 shares issued and outstanding, respectively		—			789,006
Total temporary equity		2,944,239			4,079,180
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, 132,402,624 and 6,000,000 shares issued and outstanding, respectively		13,242			600
Additional paid-in capital		78,776,207			58,151,817
Common stock to be issued		336,000			336,000
Accumulated other comprehensive income		42,798			4,870
Accumulated deficit		(80,989,943	)		(62,229,405	)
Total stockholders' deficit		(1,821,696	)		(3,736,118	)
Total liabilities and stockholders' deficit	$	2,772,835		$	1,649,434
The accompanying footnotes are an integral part of these unaudited financial statements.

5

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For the three months ended September 30,						For the nine months ended September 30,
		2022			2021			2022			2021
Sales	$	172,783		$	241,417		$	562,513		$	605,498
Cost of goods sold		159,124			201,609			534,618			527,385
Gross profit		13,659			39,808			27,895			78,113
Operating expenses
General and administrative		304,452			693,259			15,085,628			1,997,004
Total operating expenses		304,452			693,259			15,085,628			1,997,004
Loss from operations		(290,793	)		(653,451	)		(15,057,733	)		(1,918,891	)
Other income (expense)
Amortization of debt discount and interest expense		(33,287	)		(130,594	)		(96,055	)		(261,560	)
Loss on settlement of debt		(735,300	)		(7,360,278	)		(3,606,750	)		(10,817,203	)
Initial derivative expense		—			—			—			(126,322	)
Change in fair value of derivative liabilities		—			93,626			—			194,750
Total other income (expense)		(768,587	)		(7,397,246	)		(3,702,805	)		(11,010,335	)
Net loss attributable to Two Hands Corporation		(1,059,380	)		(8,050,697	)		(18,760,538	)		(12,929,226	)
Less: deemed dividend - Series A Stock modification		—			—			(1,396,721	)		—
Add: deemed contribution - Series B Stock modification		—			—			1,354,515			—
Add: deemed contribution - Series C Stock modification		—			—			834,001			—
Add: deemed contribution - Series D Stock modification		—			—			749,085			—
Net loss attributable to Two Hands Corporation common shareholders	$	(1,059,380	)	$	(8,050,697	)	$	(17,219,658	)	$	(12,929,226	)
Other comprehensive income (loss)
Foreign exchange income		36,227			—			37,928			—
Total other comprehensive income		36,227			—			37,928			—
Comprehensive loss	$	(1,023,153	)	$	(8,050,697	)	$	(17,181,730	)	$	(12,929,226	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(2.68	)	$	(0.24	)	$	(6.97	)
Weighted average number of common shares outstanding - basic and diluted		125,175,444			2,998,955			71,802,843			1,854,661
The accompanying footnotes are an integral part of these unaudited financial statements.

6

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2022

(Unaudited)

	Common Stock					Common Stock to be		Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount		Issued		Capital			Income		Deficit			Deficit
Balance, June 30, 2022	123,415,558		$	12,342	$	336,000	$	76,235,088		$	6,571	$	(79,930,563	)	$	(3,340,562	)
Stock issued for conversion of non-redeemable convertible notes	3,000,000			300		—		735,300			—		—			735,600
Stock issued for conversion of Series B Stock	6,000,000			600		—		59,281			—		—			59,881
Cancellation of Series A Stock	—			—		—		1,746,538			—		—			1,746,538
Cancellation of common stock	(12,934	)		—		—		—			—		—			—
Foreign exchange loss	—			—		—		—			36,227		—			36,227
Net loss	—			—		—		—			—		(1,059,380	)		(1,059,380	)
Balance, September 30, 2022	132,402,624		$	13,242	$	336,000	$	78,776,207		$	42,798	$	(80,989,943	)	$	(1,821,696	)
	Common Stock					Common Stock to be		Additional Paid-in			Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares			Amount		Issued		Capital			Income		Deficit			Deficit
Balance, December 31, 2021	6,000,000		$	600	$	336,000	$	58,151,817		$	4,870	$	(62,229,405	)	$	(3,736,118	)
Rounding on reverse split	5,558			1		—		—			—		—			1
Stock issued for conversion of non-redeemable convertible notes	22,410,000			2,241		—		3,707,649			—		—			3,709,890
Stock issued for officer and director compensation	90,000,000			9,000		—		13,491,000			—		—			13,500,000
Stock issued for the conversion of Series B Stock	10,000,000			1,000		—		98,802			—		—			99,802
Stock issued for the conversion of Series D Stock	4,000,000			400		—		39,521			—		—			39,921
Deemed dividend - Series A Stock modification	—			—		—		(1,396,721	)		—		—			(1,396,721	)
Deemed contribution - Series B Stock modification	—			—		—		1,354,515			—		—			1,354,515
Deemed contribution - Series C Stock modification	—			—		—		834,001			—		—			834,001
Deemed contribution - Series D Stock modification	—			—		—		749,085			—		—			749,085
Cancellation of Series A Stock	—			—		—		1,746,538			—		—			1,746,538
Cancellation of common stock	(12,934	)		—		—		—			—		—			—
Foreign exchange loss	—			—		—		—			37,928		—			37,928
Net loss	—			—		—		—			—		(18,760,538	)		(18,760,538	)
Balance, September 30, 2022	132,402,624		$	13,242	$	336,000	$	78,776,207		$	42,798	$	(80,989,943	)	$	(1,821,696	)

7

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2021

(Unaudited)

	Common Stock				Common Stock to be		Additional Paid-in		Accumulated Other Comprehensive		Accumulated			Total Stockholders'
	Shares		Amount		Issued		Capital		Income		Deficit			Deficit
Balance, June 30, 2021	1,903,793	$	190	$	336,000	$	46,902,968	$	—	$	(50,771,897	)	$	(3,532,739	)
Stock issued for conversion of non-redeemable convertible notes	2,459,980		246		—		7,565,944		—		—			7,566,190
Stock Issued for conversion of convertible notes	83,196		8		—		228,316		—		—			228,324
Stock issued for the conversion of Series C Stock	225,000		23		—		508,905		—		—			508,928
Stock issued for officer and director compensation	30,000		3		—		74,497		—		—			74,500
Net loss	—		—		—		—		—		(8,050,697	)		(8,050,697	)
Balance, September 30, 2021	4,701,969	$	470	$	336,000	$	55,280,630	$	—	$	(58,822,594	)	$	(3,205,494	)
	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, 2020	695,576	$	70	$	336,000	$	42,773,378	$	—	$	(45,893,368	)	$	(2,783,920	)
Stock issued for conversion of non-redeemable convertible notes	3,552,025		357		—		11,150,067		—		—			11,150,424
Stock issued for conversion of convertible notes	146,868		15		—		446,435		—		—			446,450
Stock issued for the conversion of Series C Stock	225,000		23		—		508,905		—		—			508,928
Stock issued for consulting	40,500		4		—		290,996		—		—			291,000
Stock issued for officer and director compensation	42,000		1		—		110,849		—		—			110,850
Net loss	—		—		—		—		—		(12,929,226	)		(12,929,226	)
Balance, September 30, 2021	4,701,969	$	470	$	336,000	$	55,280,630	$	—	$	(58,822,594	)	$	(3,205,494	)

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

8

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(18,760,538	)	$	(12,929,226	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization		8,603			1,281
Bad debt		17,949			—
Stock-based compensation		13,504,200			511,850
Amortization of debt discount		96,055			261,560
Loss on settlement of debt		3,606,750			10,817,203
Initial derivative expense		—			126,322
Change in fair value of derivative liabilities		—			(194,750	)
Reduction in ROU liability		(6,246	)		—
Change in operating assets and liabilities
Accounts and taxes receivable		(38,267	)		(85,273	)
Prepaid expense		576,745			958,282
Inventory		68,239			—
Deferred revenue		23,388			—
Accounts payable and accrued liabilities		290,300			232,718
Net cash used in operating activities		(612,822	)		(300,033	)
Cash flows from investing activities
Purchase of property and equipment		(9,784	)		(1,945	)
Net cash used in investing activities		(9,784	)		(1,945	)
Cash flow from financing activities
Advances by related party		133,156			90,680
Repayment of advances to related party		(92,325	)		(83,747	)
Proceeds from notes payable		—			14,895
Proceeds from issuance of shares		—			789,006
Proceeds from promissory notes		77,960			19,151
Proceeds from non-redeemable convertible		—			15,823
Proceeds from convertible notes		—			225,000
Net cash provided by financing activities		118,791			1,070,808
Change in foreign exchange		(8,634	)		15,075
Net change in cash		(512,449	)		783,905
Cash, beginning of the period		533,295			21,843
Cash, end of the period	$	20,846		$	805,748
Cash paid during the year
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Supplemental disclosure of non-cash investing and financing activities
Stock issued to settle accounts payable and accrued liabilities	$	—		$	207,500
Stock issued to settle non-redeemable convertible notes	$	3,709,890		$	11,150,424
Stock issued to settle convertible notes	$	—		$	446,450
Stock issued for prepaid expense	$	2,288,000		$	1,153,571
Initial debt discount from derivative	$	—		$	225,000
Transfer of notes payable to promissory notes	$	—		$	91,192
Transfer of accounts payable and accrued liabilities to promissory notes	$	85,285		$	29,450
Transfer of due to related party to promissory notes - related party	$	—		$	19,572
Deemed dividend - Series A Stock modification	$	1,396,721		$	—
Deemed contribution - Series B Stock modification	$	1,354,515		$	—
Deemed contribution - Series C Stock modification	$	834,001		$	—
Deemed contribution - Series D Stock modification	$	749,085		$	—

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

9

TWO HANDS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

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

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

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

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

iii) Cuore Food Services is the Company’s wholesale food distribution branch.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2021 of Two Hands Corporation in our Form 10-K filed on March 31, 2022.

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

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2022 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

COVID-19

The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter.

10

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2022, the Company incurred a net loss of $18,760,538 and used cash in operating activities of $612,822, and on September 30, 2022, had stockholders’ deficit of $1,821,696. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period 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. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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. 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. 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. The funds due for repayment on May 1, 2024, and the principal bears interest at 8% per annum, payable monthly. As at the date of this Form 10-Q, CAD $100,000 have been borrowed by the Company pursuant to the Line of Credit. There can be no assurances that we will be able to receive further commitments, loans or advances from them or other persons in the future.

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES AND ASSUMPTIONS

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

SRAX Inc. provides online advertising services to the Company. SRAX, Inc. during the three months September 30, 2022 had operational issues which prevented the Company from using its prepaid advertising credits. These prepaid advertising credits have a carrying value of $2,436,811 at September 30, 2022. The Company believes that it is probable that SRAX, Inc. will resolve its operational issues during the quarter ended December 31, 2022 and resume providing advertising services to the Company. It is possible this assessment could change at December 31, 2022, which may cause the Company to write-off part or all this prepaid asset. If SRAX, Inc. does not resume advertising services to the Company, the Company expects the 80,000 shares of Series C Convertible Preferred Stock issued on June 30, 2022 to SRAX, Inc. with a carrying value of $2,288,000 will be returned to the Company for cancellation.

CASH AND CASH EQUIVALENTS

For 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 are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for doubtful accounts at September 30, 2022 and December 31, 2021 is $65,026 and $68,673, respectively.

INVENTORY

Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. At September 30, 2022, no valuation allowance was required for spoiled inventory.

11

PROPERTY AND EQUIPMENT

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

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

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

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

REVENUE RECOGNITION

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

During the nine months ended September 30, 2022 and 2021, the Company had revenue of $562,513 and $605,498, respectively. In 2022, the Company recognized revenue of $130,990 from the grocery delivery application and $431,523 from the sale of dry goods and produce to other businesses. In 2021, the Company recognized revenue of $132,617 from the grocery delivery application and $472,881 from the sale of dry goods and produce to other businesses.

RESEARCH AND DEVELOPMENT COSTS

Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other requires that software development costs incurred subsequent to reaching technological feasibility be capitalized, if material. If the process of developing a new product or major enhancement does not include a detailed program design, technological feasibility is determined only after completion of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short, and the software development costs qualifying for capitalization have been insignificant. The Company recorded research and development expense of $0 and $0 for the nine months ended September 30, 2022 and 2021, respectively.

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.

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The Company leases an automobile under 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.

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 810-10-05-4 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.

On October 1, 2021, the Company adopted a sequencing policy under Accounting Standards Codification (“ASC”) 815-40-35 Derivatives and Hedging (“ASC 815”) whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities convertible or exchangeable for a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees or directors are not subject to the sequencing policy.

INCOME TAXES

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

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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. On September 30, 2022 and 2021, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock, Series D Stock and common stock to be issued of 5,253,246,650 shares and 6,906,076,484 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 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 results of operations.

The functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation, to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet.

STOCK-BASED COMPENSATION

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2014. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

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

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NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES

On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and an original maturity date of December 31, 2017 which is subject to automatic annual renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. During the year ended December 31, 2021, the Company elected to convert $39,612 of principal and interest into 13,204 shares of common stock of the Company at a conversion price of $3.00 per share. This conversion resulted in a gain on debt settlement of $6,602 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $6,602 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $6,602 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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 for 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 the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. During the year ended December 31, 2020, the Company elected to convert $1,400 of principal and interest into 14,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $58,800 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $286,957 of principal and interest into 2,869,571 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $7,693,428 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (prior to the reverse stock split on April 27, 2022), the Company elected to convert $71,000 of principal and interest into 710,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $374,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (after the reverse stock split on April 27, 2022), the Company elected to convert $1,640 of principal and interest into 16,400,000 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $2,374,750 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $32,529 and $62,879 for the nine months ended September 30, 2022 and 2021, respectively, and $10,962 and $21,190 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $177,346 (face value of $188,308 less $10,962 unamortized discount) and $217,457 (face value of $217,457 less $0 unamortized discount), respectively.

On April 12, 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 $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2020, the Company elected to convert $2,000 of principal and interest into 20,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $62,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $90,048 of principal and interest into 900,480 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $2,918,242 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $15,008 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $7,566 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2021, the Company elected to convert $40,100 of principal and interest into 401,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $846,100 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (prior to the reverse stock split on April 27, 2022), the Company elected to convert $30,000 of principal and interest into 300,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $210,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (after the reverse stock split on April 27, 2022), the Company elected to convert $500 of principal and interest into 5,000,000 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $648,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $4,858 and $9,047 for the nine months ended September 30, 2022 and 2021, respectively, and $1,637 and $3,049 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $6,834 (face value of $8,471 less $1,637 unamortized discount) and $32,476 (face value of $32,476 less $0 unamortized discount), respectively.

On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. The condensed consolidated statement of operations includes interest expense of $12,408 and $10,339 for the nine months ended September 30, 2022 and 2021, respectively, and $4,181 and $3,485 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $95,352 (face value of $99,533 less $4,181 unamortized discount) and $82,944 (face value of $82,944 less $0 unamortized discount), respectively.

On January 31, 2019, 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 $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 for 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 the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The condensed consolidated statement of operations includes interest expense of $27,650 and $23,042 for the nine months ended September 30, 2022 and 2021, respectively, and $9,318 and $7,765 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $212,491 (face value of $221,809 less $9,318 unamortized discount) and $184,841 (face value of $184,841 less $0 unamortized discount), respectively.

On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which is subject to automatic annual renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2020, the Company elected to convert $115 of principal and interest into 1,150 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $3,795 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $35,952 of principal and interest into 359,517 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $1,357,400 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $5,992 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $0 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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On January 20, 2021, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Francesco Bisignano, for cash proceeds of $15,823. The issue price of the Note is $15,823 with a face value of $23,735. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0034 per share of the Company’s common stock.. During the year ended December 31, 2021, the Company elected to convert $23,735 of principal and interest into 8,823 shares of common stock of the Company at a conversion price of $3.40 per share. This conversion resulted in a loss on debt settlement of $2,736 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $7,912 for the nine months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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 3.00 years at September 30, 2022. The weighted-average discount rate was 3.96% at September 30, 2022.

The Company’s operating leases expires in 2025. The following shows the undiscounted cash flows for the remaining periods under operating lease at September 30, 2022:

Periods ending December 31,		Operating Lease Commitments
	2022	$	2,515
	2023		10,058
	2024		10,058
	2025		7,544
	Total operating lease commitments		30,175
	Less: imputed interest		(5,114	)
	Total right-of-use liability	$	25,061

The Company’s discounted current right-of-use lease liability and discounted non-current right-of-use lease liability at September 30, 2022 is $8,026 and $17,035, respectively.

NOTE 5 – LINE OF CREDIT

On April 14, 2022, the Company entered into a binding Grid Promissory Note and Credit Facility Agreement (the “Line of Credit”) with The Cellular Connection Ltd. (the “Lender”) Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $750,000 in principal in increments of at least CAD $50,000 upon five business days’ notice. The line of credit is due on May 1, 2024 and the outstanding principal bears interest at 8% per annum, payable monthly. Any indebtedness under the Line of Credit are secured against accounts receivable and inventory of the Company, and is convertible into shares of common stock of the Company at the Company’s option any time after twelve months from the first advance at a conversion price of $0.10 per share, subject to a restriction on the Lender holding more than 4.99% of the Company’s Common Shares. As at the date of this Form 10-Q, $72,580 (CAD $100,000) have been borrowed by the Company pursuant to the Line of Credit. The condensed consolidated statement of operations includes interest expense of $426 and $0 for the nine months ended September 30, 2022 and 2021, respectively, and $426 and $0 for the three months ended September 30, 2022 and 2021, respectively.

NOTE 6 – NOTES PAYABLE

As of September 30, 2022 and December 31, 2021, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $6,068 and $6,103, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2021, $14,895 for expenses paid on behalf of the Company and the Company settled notes payable of $91,192 by issuing promissory notes.

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NOTE 7 – PROMISSORY NOTES

Promissory Notes

As of September 30, 2022 and December 31, 2021, promissory notes of $224,528 (principal $259,252 and interest of $37,856) and $210,527 (principal $186,672 and interest of $23,855), respectively, were outstanding. The promissory notes bears interest of 10% per annum, are unsecured and mature on December 31, 2025.

During the nine months ended September 30, 2021, the Company issued promissory notes of $136,459 for $19,217 of cash advanced to the Company and $91,192 to settle notes payable and $26,050 to settle accounts payable.

Promissory Note – Related Party

As of September 30, 2022, promissory note – related party of $81,173 (principal $77,308 and interest of $3,865) and $0, respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's Chief Executive Officer.

During the nine months ended September 30, 2021, the Company issued promissory notes – related party, of $19,572 for $3,400 to settle accrued liabilities and $16,172 of expenses paid on behalf of the Company to Nadav Elituv, the Company's Chief Executive Officer.

NOTE 8 – RELATED PARTY TRANSACTIONS

As of September 30, 2022 and December 31, 2021, advances and accrued salary of $40,715 and $39,985, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2022, the Company issued advances due to related party for $133,156 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $92,325 in cash. In addition, the Company accrued salary of $146,916 due to Nadav Elituv for the nine months ended September 30, 2022 and issued a promissory note for $77,308 to settle due to related party.

During the nine months ended September 30, 2021, the Company issued advances due to related party for $90,680 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $83,747 in cash. In addition, the Company accrued salary of $129,600 due to Nadav Elituv for the nine months ended September 30, 2021, issued 60,000 shares of Series A Convertible Preferred Stock with a fair value of $207,500 to settled salary due and issued a promissory note for $19,572 to settle due to related party.

During the nine months ended September 30, 2022, the Company paid Linus Creative Services, a business owned by Bradley Southam, a director or the Company, $25,259 for advertising services.

Employment Agreements

On August 7, 2020, the Company executed an employment agreement for the period from July 1, 2020 to June 30, 2021 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On September 30, 2021, there were no shares of common stock due Nadav Elituv under the employment agreement.

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

On March 26, 2022, the Company and Nadav Elituv further amended the employment agreement to (i) change the termination date from June 30, 2022 to December 31, 2022; (ii) pay an additional 10,500 shares of Series A Convertible Preferred Stock of the Company and (iii) pay an additional 50,000,000 shares of Common Stock of the Company.

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On July 1, 2022, the term of the consulting contract with 2130555 Ontario Limited was extended to June 30, 2023.

Stock-based compensation – salaries expense related to these employment agreements for the nine months ended September 30, 2022 and 2021 is $13,504,200 and $186,350, respectively. Stock-based compensation – salaries expense was recognized ratably over the requisite service period. (See Note 10).

NOTE 9 – PREFERRED STOCK

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

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

On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating thirty thousand (30,000) 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 of 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.

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 March 26, 2022, the Company issued 10,500 shares of Series A Convertible Preferred Stock with a fair value of $4,200 ($2.50 per share) for compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

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 of

(i) Series A Stock from 1 (one) share of Series A Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series A Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) (ii) Series B Stock from 1 (one) share of Series B Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series B Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) and (iii) Series D Stock from 1 (one) share of Series D Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series D Stock for 100 (one hundred) shares of common stock (post-reverse stock-split). The Company accounted for the increase in the conversion rates as an extinguishment and recorded a deemed dividend (contribution) in accordance with ASC 260-10-599-2. As such, on April 27, 2022, the shares of Series A Stock, Series B Stock and Series D Stock were recorded at fair value of $1,966,043, $209,585 and $39,921, respectively, and resulting in a deemed dividend (contribution) of $1,396,721, ($1,354,515) and ($749,085), respectively.

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. 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 June 30, 2022 the Company issued 80,000 of Series C Convertible Preferred Stock with a fair value of $2,288,000 for prepaid advertising expense.

On July 26, 2022, Nadav Elituv, our Chief Executive Officer, returned 175,000 shares of Series A Stock to treasury for cancellation for no consideration resulting in a $1,746,538 reduction in the carrying value of Series A Stock.

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Series A Stock, Series B Stock Series C Stock and Series D Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheet on September 30, 2022 and December 31, 2022 because other tainting contracts such as convertible notes have inadequate available authorized shares of the Company for settlement.

NOTE 10 - STOCKHOLDERS' EQUITY

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

On March 21, 2022, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on March 21, 2022. On April 25, 2022 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on April 27, 2022. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

During the nine months ended September 30, 2022, the Company elected to convert $103,140 of principal and interest of non-redeemable convertible notes into 22,410,000 shares of common stock of the Company with a fair value of $3,709,890 resulting in a loss of extinguishment of debt of $3,606,750.

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

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

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

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

Common stock to be issued

On September 30, 2022 and December 31, 2021, the Company had an obligation to issue 32,000 shares of common stock valued at $336,000 and 32,000 shares of common stock valued at $336,000, respectively, for stock-based compensation – consulting services. These shares relate to an agreement dated August 1, 2020 for services to be provided from August 1, 2020 to July 31, 2022 whereby the Company shall pay 50,000 shares of Common Stock of the Company with a fair value of $525,000 for consulting. The shares are expensed the earlier of (i) the date of issue of shares or (ii) on a straight line over the life of the contract.

NOTE 11 - SUBSEQUENT EVENTS

Certificate of Designation

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.

1800 Diagonal Lending LLC

On October 6, 2022, the Company entered into a Series E Preferred Stock Purchase Agreement (the “Agreement”) with 1800 Diagonal Lending LLC (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell to Buyer 169,675 shares of its Series E Convertible Preferred Stock at a purchase price of $154,250 less transaction costs of $4,250 for $150,000 in cash.

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

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

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

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

In July 2021, the Company made the strategic decision to focus exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services. All three of such branches of the Company’s business share industry standard warehouse storage space and inventory. The Company’s inventory is updated continuously and 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.

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".

gocart.city

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

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

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

Grocery Originals

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

Cuore Food Services

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

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

Management's Plan of Operation

The Company is focused exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services.

The performance of the Company’s business during the COVID-19 pandemic illustrates the flexibility of its model as the Company was able to meet heightened demand with an assortment of products that met customer preferences. The Company is still early-on in its development but sees a highly scalable business with lower corporate fixed costs, providing protection in the event of an economic downturn.

Products and Services

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

Mobile Application

V2 of the gocart.city mobile application will be a subsequent release. The Company plans to further expand the features of the mobile application. Following the completion of V2 of the mobile application, the Company will consider user behaviour and plans to expand the functionality and features of the mobile application on an on-going basis going forward.

Operations and Logistics

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

Sales and Marketing

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

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, 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:

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2022, the Company incurred a net loss of $18,760,538 and used cash in operating activities of $612,822, and on September 30, 2022, had stockholders’ deficit of $1,821,696. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period 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. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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. 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. 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. The funds due for repayment on May 1, 2024, and the principal bears interest at 8% per annum, payable monthly. As at the date of this Form 10-Q, CAD $100,000 have been borrowed by the Company pursuant to the Line of Credit. There can be no assurances that we will be able to receive further commitments, loans or advances from them or other persons in the future.

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STOCK-BASED COMPENSATION

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

REVENUE RECOGNITION

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

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2014. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

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

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Sales, Cost of goods sold, Gross profit:

	Three months ended September 30,						Change
	2022 $			2021 $			$			%
Sales		172,783			241,417			(68,634	)		(28	)
Cost of goods sold		159,124			201,609			(42,485	)		(21	)
Gross profit		13,659			39,808			(26,149	)		(66	)
Gross profit %		7.9	%		16.5	%

Breakdown of sales by branch:

	Three months ended September 30,				Change
	2022 $		2021 $		$			%
gocart.city – online delivery		9,686		28,990		(19,306	)		(67	)
Grocery Originals and Cuore Food Service – retail and wholesale distribution		163,097		212,427		(49,330	)		(23	)
Total sales		172,783		241,417		(68,636	)		(28	)

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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 gross profit is less than expected due to the expiry and write-off of inventory during the three months ended September 30, 2022. We have carefully reviewed our inventory and do not expect further significant write-offs for expired inventory during 2022. We expect our gross profit to increase to 15% by December 31, 2022 as we reduce coupons to obtain new customers.

Operating expenses: 

	Three months ended September 30,				Change
	2022 $		2021$		$			%
Salaries and benefits		57,921		238,500		(180,579	)		(76	)
Occupancy expense		18,612		7,028		11,584			165
Advertising and travel		12,103		28,705		(16,602	)		(58	)
Auto expenses		9,415		914		8,501			930
Consulting		107,932		381,339		(273,407	)		(72	)
Depreciation and Amortization		713		411		302			73
Bad debt		8,621		—		8,621			—
Office and general expenses		23,671		6,243		17,428			279
Professional fees		55,075		30,119		24,956			83
Freight and delivery		10,389		—		10,389			—
Total operating expenses		304,452		693,259		(388,807	)		(56	)

Our total operating expenses for the three months ended September 30, 2022 was $304,452, compared to $693,259 for the three months ended September 30, 2021, respectively. The decrease in total operating expense is primarily due to a decrease in stock-based compensation paid to officers, directors and consultants.

Total operating expense includes stock-based compensation for the three months ended September 30, 2022 and 2021 which comprises of 0 and 0 shares of common stock issued valued at $0 and $0, respectively for consulting services.

Total operating expense also includes stock-based compensation for the three months ended September 30, 2022 and 2021 which comprises of 0 and 30,000 shares of common stock issued valued at $0, and $74,500, respectively, for salaries and compensation for our officers and directors.

Salaries and benefits for the three months ended September 30, 2021, also includes stock issued to officers and directors with a fair value of $184,500 and accrued but unpaid salary to Nadav Elituv, our Chief Executive Officer, of $54,000.

Advertising and travel includes expenses for online advertising, website, meals and entertainment.

For the three months ended September 30, 2022, consulting comprises primarily stock-based compensation expense (i) $0 for the expenditure of advertising credits with SRAX, Inc. (ii) $22,295 for consulting fees and (iii) $0 paid to contractors to manage our grocery business.

For the three months ended September 30, 2021, consulting comprises primarily stock-based compensation expense (i) $301,010 for the expenditure of advertising credits with SRAX, Inc. and (ii) $66,164 for consulting fees.

Professional fees comprise of audit, legal, filing fees and contract accountant. The increase in professional fees is primarily due our listing application with the Canadian Securities Exchange.

Other income (expense):

	Three months ended September 30,						Change
	2022 $			2021 $			$			%
Amortization of debt discount and interest expense		(33,287	)		(130,594	)		97,307			(75	)
Loss on settlement of debt		(735,300	)		(7,360,278	)		6,624,978			(90	)
Change in fair value of derivative liabilities		—			93,626			(93,626	)		(100	)
Total operating expenses		(768,587	)		(7,397,246	)		6,628,659			(90	)

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Amortization of debt discount and interest expense for the three months ended September 30, 2022 was $33,287, compared to $130,594 for the three months ended September 30, 2021. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.

During the three months ended September 30, 2022 and 2021, the Company elected to convert $300 and $245,998 of principal and interest of a non-redeemable convertible note into 3,000,000 and 2,459,980 shares of common stock of the Company resulting in a loss on settlement of debt of $735,300 and $7,320,192, respectively.

During the three months ended September 30, 2022 and 2021, the holders of the convertible notes elected to convert principal and interest of $0 and $159,120 into 0 and 83,195 shares of the common stock with a fair value of $0 and $228,323 resulting in a loss on settlement of debt of $0 and $40,086, respectively.

During the three months ended September 30, 2022 and 2021, the gain (loss) due to the change in fair value of derivative liabilities was $0 and $93,626, respectively.

Net loss for the period:

	Three months ended September 30,						Change
	2022 $			2021 $			$		%
Net loss attributed to Two Hands Corporation		(1,059,380	)		(8,050,697	)		6,991,317		(87	)

Our net loss for three months ended September 30, 2022 was $1,059,380, compared to $8,050,697 for the three months ended September 30, 2021, respectively. Our losses during the three months ended September 30, 2022 and 2021 are primarily due to costs associated with professional fees, our transfer agent, investor relations, stock-based compensation paid to officers, directors and consultants and loss on settlement of debt.

COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Sales, Cost of goods sold, Gross profit:

	Nine months ended September 30,						Change
	2022 $			2021 $			$			%
Sales		562,513			605,498			(42,985	)		(7	)
Cost of goods sold		534,618			527,385			7,233			1
Gross profit		27,895			78,113			(50,218	)		(64	)
Gross profit %		5	%		12.9	%

Breakdown of sales by branch:

	Nine months ended September 30,				Change
	2022 $		2021 $		$			%
gocart.city – online delivery		130,990		132,617		(1,627	)		(1	)
Grocery Originals and Cuore Food Service – retail and wholesale distribution		431,523		472,881		(41,358	)		(9	)
Total sales		562,513		605,498		(42,985	)		(7	)

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 gross profit is less than expected due to the expiry and write-off of inventory during the nine months ended September 30, 2022. We have carefully reviewed our inventory and do not expect further significant write-offs for expired inventory during 2022. We expect our gross profit to increase to 15% by December 31, 2022 as we reduce coupons to obtain new customers.

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Operating expenses:

	Nine months ended September 30,				Change
	2022 $		2021 $		$			%
Salaries and benefits		13,692,392		350,450		13,341,942			3807
Occupancy expense		72,567		21,221		51,346			242
Advertising and travel		78,390		49,611		28,779			58
Auto expenses		33,171		9,767		23,404			240
Consulting		814,220		1,299,676		(485,456	)		(37	)
Depreciation and Amortization		4,418		1,281		3,137			245
Design		—		14,734		(14,734	)		(100	)
Bad debt		17,949		—		17,949			—
Office and general expenses		119,882		163,443		(43,561	)		(27	)
Professional fees		195,596		86,821		108,775			125
Freight and delivery		57,043		—		57,043			—
Total operating expenses		15,085,628		1,997,004		13,088,624			655

Our total operating expenses for the nine months ended September 30, 2022 was $15,085,628, compared to $1,997,004 for the nine months ended September 30, 2021, respectively. The increase in total operating expense is primarily due to an increase in stock-based compensation paid to officers, directors and consultants.

Total operating expense includes stock-based compensation for the nine months ended September 30, 2022 and 2021 which comprises of 0 and 40,500 shares of common stock issued valued at $0 and $291,000, respectively for consulting services.

Total operating expense also includes stock-based compensation for the nine months ended September 30, 2022 and 2021 which comprises of 90,000,000 and 42,000 shares of common stock issued valued at $13,500,000, and $110,850, respectively, for salaries and compensation for our officers and directors.

Salaries and benefits for the nine months ended September 30, 2022, comprise primarily of stock issued to Nadav Elituv, our Chief Executive Officer with a fair value of $13,504,200.

Salaries and benefits for the nine months ended September 30, 2021, include stock issued to officers and directors with a fair value of $220,850 and accrued but unpaid salary to Nadav Elituv, our Chief Executive Officer, of $129,600.

Advertising and travel includes expenses for online advertising, website, meals and entertainment.

For the nine months ended September 30, 2022, consulting comprises primarily stock-based compensation expense (i) $415,866 for the expenditure of advertising credits with SRAX, Inc. (ii) $156,666 for consulting fees and (iii) $241,688 paid to contractors to manage our grocery business.

For the nine months ended September 30, 2021, consulting comprises primarily stock-based compensation expense (i) $777,933 for the expenditure of advertising credits with SRAX, Inc. (ii) $196,336 for consulting fees and (iii) $291,000 paid to contractors to manage our grocery business.

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

Other income (expense):

	Nine months ended September 30,						Change
	2022 $			2021 $			$			%
Amortization of debt discount and interest expense		(96,055	)		(261,560	)		165,505			(63	)
Loss on settlement of debt		(3,606,750	)		(10,817,203	)		7,210,453			(67	)
Initial derivative expense		—			(126,322	)		126,322			(100	)
Change in fair value of derivative liabilities		—			194,750			(194,750	)		(100	)
Total operating expenses		(3,702,805	)		(11,010,335	)		7,307,530			(66	)

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Amortization of debt discount and interest expense for the nine months ended September 30, 2022 was $96,055, compared to $261,560 for the nine months ended September 30, 2021. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.

During the nine months ended September 30, 2022 and 2021, the Company elected to convert $103,140 and $416,347 of principal and interest of a non-redeemable convertible note into 22,410,000 and 3,552,025 shares of common stock with a fair value of $3,709,890 and $11,150,424 of the Company resulting in a loss on settlement of debt of $3,606,750 and $10,734,075, respectively.

During the nine months ended September 30, 2022 and 2021, the holders of the convertible notes also elected to convert 0 shares and 146,868 shares of the Company with a fair value of $0 and $446,450 resulting in a loss on settlement of debt of $0 and $83,127, respectively.

Initial derivative expense of $126,322 for the nine months ended September 30, 2021 represents the difference between the fair value of the total embedded derivative liability of 351,322 and the cash received of $225,000 for the convertible note issued on February 23, 2021.

During the nine months ended September 30, 2022 and 2021, the gain (loss) due to the change in fair value of derivative liabilities was $0 and $194,750, respectively.

Net loss for the period:

	Nine months ended September 30,						Change
	2022 $			2021 $			$			%
Net loss attributed to Two Hands Corporation		(18,760,538	)		(12,929,226	)		(5,831,312	)		45

Our net loss for nine months ended September 30, 2022 was $18,760,538, compared to $12,929,226 for the nine months ended September 30, 2021, respectively. Our losses during the nine months ended September 30, 2022 and 2021 are primarily due to costs associated with professional fees, our transfer agent, investor relations, stock-based compensation paid to officers, directors and consultants and loss on settlement of debt.

QUARTERLY RESULTS OF OPERATIONS

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

Quarter Ended	September 30, 2022			June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020
Sales	$	172,782		$	190,691		$	199,039		$	324,748		$	241,417		$	174,774		$	189,157		$	96,194
Gross profit (loss)	$	13,659		$	(6,278	)	$	20,514		$	19,117		$	39,808		$	19,808		$	18,547		$	16,320
Operating expenses	$	(304,452	)	$	14,021,263	)	$	(759,913	)	$	(1,270,225	)	($	(693,259	)	$	(446,806	)	$	(856,989	)	$	(836,932	)
Other income (expense)	$	768,587	)	$	(2,320,020	)	$	(614,198	)	$	(2,155,703	)	$	(7,397,246	)	$	(1,560,110	)	$	(2,052,979	)	$	(626,383	)
Net loss for the period	$	(1,059,380	)	$	(16,347,561	)	$	(1,353,597	)	$	(3,406,811	)	$	(8,050,697	)	$	(1,987,108	)	$	(2,891,421	)	$	(1,446,995	)
Basic and diluted net loss per share	$	(0.01	)	$	(0.18	)	$	(0.20	)	$	(0.63	)	$	(2.68	)	$	(1.26	)	$	(2.99	)	$	(2.64	)

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LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2022

Cash flows used in operating activities

	Nine months ended September 30,						Change
	2022 $			2021 $			$			%
Net cash used in operating activities		(612,822	)		(300,033	)		(312,789	)		104

Our net cash used in operating activities for the nine months ended September 30, 2022 and 2021 is $612,822 and $300,033, respectively. Our net loss for the nine months ended September 30, 2022 of $18,760,538 was the main contributing factor for our negative cash flow. We were able to mostly offset the cash used in operating activities by using our stock to pay for expenses such as amortization of prepaid expense of $576,745, stock-based compensation of $13,504,200, amortization of debt discount of $96,055 and loss on debt settlement of $3,606,750.

Cash flows used in investing activities

	Nine months ended September 30,						Change
	2022 $			2021 $			$			%
Net cash used in investing activities		(9,784	)		(1,945	)		(7,839	)		403

Our net cash (used in) provided by investing activities for the nine months ended September 30, 2022 and 2021 is $9,784 and $1,945, respectively.

Cash flows from financing activities

	Nine months ended September 30,				Change
	2022 $		2021 $		$			%
Net cash from financing activities		118,791		1,070,808		(952,017	)		(89	)

Our net cash provided by financing activities for the nine months ended September 30, 2022 is $118,791 and $1,070,808, respectively. Cash from financing activities in 2022 is primarily due to net advances from related party. Cash from financing activities in 2021 is primarily due to the issuance of convertible notes, non-redeemable notes, promissory notes and Series B Stock.

As of September 30, 2022, we had cash of $20,846, working capital of $1,971,926 and total liabilities of $1,650,292. We believe our current cash balance is sufficient to fund our operations during the next 12 months because 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. 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. The funds due for repayment on May 1, 2024, and the principal bears interest at 8% per annum, payable monthly. As at the date of this Form 10-Q, CAD $100,000 have been borrowed by the Company pursuant to the Line of Credit the Company does not expect significant cash outlays for advertising in the next year as there are $2,436,811 in advertising credits with SRAX, Inc. included in prepaid expense and we expect to reduce the cash expended on contractors in the next year as we plan to pay them in shares of the Company.

SRAX Inc. provides online advertising services to the Company. SRAX, Inc. during the three months September 30, 2022 had operational issues which prevented the Company from using its prepaid advertising credits. These prepaid advertising credits have a carrying value of $2,436,811 at September 30, 2022. The Company believes that it is probable that SRAX, Inc. will resolve its operational issues during the quarter ended December 31, 2022 and resume providing advertising services to the Company. It is possible this assessment could change at December 31, 2022, which may cause the Company to write-off part or all this prepaid asset. If SRAX, Inc. does not resume advertising services to the Company, the Company expects the 80,000 shares of Series C Convertible Preferred Stock issued on June 30, 2022 to SRAX, Inc. with a carrying value of $2,288,000 will be returned to the Company for cancellation.

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Our working capital as of September 30, 2022 and December 31, 2021 is as follows:

	September 30, 2022		December 31, 2021
Current assets	$	2,734,453	$	1,608,848
Current liabilities		762,527		552,998
Working capital	$	1,971,926	$	1,055,850

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, managing accounts payable balances and by paying our officers, directors, consultants and staff with our stock.

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the nine months ended September 30, 2022, the Company incurred a net loss of $18,760,538 and used cash in operating activities of $612,822 and on September 30, 2022, had stockholders’ deficit of $1,821,696. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ended December 31, 2021, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

Over the next 12 months we expect to expend approximately $268,000 in cash to implement our business plan.

	Cash Required to Implement of Business Plan
Operations and Logistics	$	20,000
General and Administration		248,000
Total Estimated Cash Expenditures	$	268,000

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.

We believe we have sufficient cash to pay for our business plan and to pay for our other overhead costs for the next twelve months because on April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $750,000 in principal. If required, we expect to be able to secure additional capital through advances from our Chief Executive Officer, note holders, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees, however, we do not have any written or oral agreements with any other third parties which require them to fund our operations. Although there can be no assurances that we will be able to obtain such funds in the future, the Company has been able to secure financing to continue operations since its inception on April 3, 2009. We are currently quoted on OTC Pink. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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 will seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. On April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $750,000 in principal. We believe our current cash balance and the Line of Credit is sufficient to fund our operations during the next 12 months The loans from our Chief Executive Officer, note holders, shareholders and others are unsecured and non-interest bearing and have no set terms of repayment. Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “TWOH.OB.”

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Commitments for future capital expenditures at September 30, 2022 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		685,944		685,944		—		—		—
Debt		425,490		46,783		73,006		305,701		—
Deferred revenue		21,774		21,774		—		—		—
Non-redeemable convertible notes		492,023		—		—		492,023		—
Financial lease Obligations		—		—		—		—		—
Operating leases(1)		25,061		8,026		17,035		—		—
Purchase obligations		—		—		—		—		—
Total contractual obligations		1,650,292		762,527		90,041		797,724		—

Notes:

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

OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS

We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. On April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $750,000 in principal. We believe our current cash balance and the Line of Credit is sufficient to fund our operations during the next 12 months The loans from our Chief Executive Officer, note holders, shareholders and others are unsecured and non-interest bearing and have no set terms of repayment. Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “TWOH.OB.”

RELATED PARTY TRANSACTIONS

Nine months ended September 30, 2022 and 2021

Due to Related Party

As of September 30, 2022 and December 31, 2021, advances and accrued salary of $40,715 and $39,985, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2022, the Company issued advances due to related party for $133,156 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $92,325 in cash. In addition, the Company accrued salary of $146,916 due to Nadav Elituv for the nine months ended September 30, 2022 and issued a promissory note for $77,308 to settle due to related party.

During the nine months ended September 30, 2021, the Company issued advances due to related party for $90,680 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $83,747 in cash. In addition, the Company accrued salary of $129,600 due to Nadav Elituv for the nine months ended September 30, 2021, issued 60,000 shares of Series A Convertible Preferred Stock with a fair value of $207,500 to settled salary due and issued a promissory note for $19,572 to settle due to related party.

During the nine months ended September 30, 2022, the Company paid Linus Creative Services, a business owned by Bradley Southam, a director or the Company, $25,259 for advertising services.

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Promissory Note – Related Party

As of September 30, 2022, promissory note – related party of $81,173 (principal $77,308 and interest of $3,865) and $0, respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's Chief Executive Officer.

During the nine months ended September 30, 2021, the Company issued promissory notes – related party of $19,572 for $3,400 to settle accrued liabilities and $16,172 of expenses paid on behalf of the Company.

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

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 condensed consolidated financial statements for the nine months ended September 30, 2022 and Note 2 in the condensed consolidated financial statement for the nine months ended September 30, 2022 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 of 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 condensed consolidated financial statements for the nine months September 30, 2022 and Note 2 in the condensed consolidated financial statements.

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 payable 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.

31

Liquidity risk

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

OUTSTANDING SHARE DATA

As of November 14, 2022, the following securities were outstanding:

Common stock: 132,402,624 shares

Series A Convertible Preferred Stock: 25,000

Series B Convertible Preferred Stock: 11,000

Series C Convertible Preferred Stock: 90,000

Series E Convertible Preferred Stock: 169,675

OFF-BALANCE SHEET TRANSACTIONS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2022, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

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

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

During the three months ended September 30, 2022, the Company elected to convert $300 of principal and interest of a non-redeemable convertible note into 3,000,000 shares of common stock of the Company resulting in a loss on settlement of debt of $735,300.

On September 26, 2022, the Holders of Series B Stock elected to convert 6,000 shares of Series B Stock into 6,000,000 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the quarter ended September 30, 2022, we did not have any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

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ITEM 6. EXHIBITS

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

34

SIGNATURES

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

	TWO HANDS CORPORATION
November 14, 2022	By: /s/ Nadav Elituv Nadav Elituv, President, Chief Executive Officer and Director (Principal Executive Officer)
	By: /s/ Steven Gryfe Steven Gryfe, Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31

EXHIBIT 31.1

TWO HANDS CORPORATION

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Nadav Elituv, certify that:

1.   I have reviewed this Form 10-Q of TWO HANDS CORPORATION;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated: November 14, 2022

By:  /s/ Nadav Elituv  

Name: Nadav Elituv

Title: President, Chief Executive Officer and Director

(Principal Executive Officer)

1

EXHIBIT 31.2

TWO HANDS CORPORATION

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Steven Gryfe, certify that:

1.   I have reviewed this Form 10-Q of TWO HANDS CORPORATION;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated: November 14, 2022

By:  /s/ Steven Gryfe  

Name: Steven Gryfe

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)

2

EX-32

EXHIBIT 32.1

TWO HANDS CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO SECTION 906 OF 

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TWO HANDS CORPORATION (the Registrant) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Nadav Elituv, Principal Executive Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Nadav Elituv and will be retained by TWO HANDS CORPORATION and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  November 14, 2022

By:  /s/ Nadav Elituv  

Name: Nadav Elituv

Title: President, Chief Executive Officer and Director

(Principal Executive Officer)

1

EXHIBIT 32.2

TWO HANDS CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO SECTION 906 OF 

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TWO HANDS CORPORATION (the Registrant) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Steven Gryfe, Principal Financial and Accounting Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Steven Gryfe and will be retained by TWO HANDS CORPORATION and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  November 14, 2022

By:  /s/ Steven Gryfe  

Name: Steven Gryfe

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)

2

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-167667
Entity Registrant Name	TWO HANDS CORPORATION
Entity Central Index Key	0001494413
Entity Tax Identification Number	42-1770123
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1035 Queensway East
Entity Address, City or Town	Mississauga
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	L4Y 4C1
City Area Code	(416)
Local Phone Number	357-0399
Title of 12(g) Security	Common Stock, $.0001 Par Value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,402,624

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 20,846	$ 533,295
Accounts receivable, net	178,027	163,197
VAT taxes receivable	13,369	24,563
Inventory	78,716	154,848
Prepaid expense	2,443,495	732,945
Total current assets	2,734,453	1,608,848
Property and equipment, net	13,321	6,974
Operating lease right-of-use asset	25,061	33,612
Total assets	2,772,835	1,649,434
Current liabilities
Accounts payable and accrued liabilities	685,944	498,428
Due to related party	40,715	39,985
Notes payable	6,068	6,103
Deferred revenue	21,774
Current portion of operating lease right-of-use liability	8,026	8,482
Total current liabilities	762,527	552,998
Long-term liabilities
Line of credit	73,006
Promissory notes	224,528	210,527
Promissory note - related party	81,173
Non-redeemable convertible notes, net	492,023	517,717
Operating lease right-of-use liability, net of current portion	17,035	25,130
Total long-term liabilities	887,765	753,374
Total liabilities	1,650,292	1,306,372
Commitments and Contingencies
Temporary equity
Total temporary equity	2,944,239	4,079,180
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, 132,402,624 and 6,000,000 shares issued and outstanding, respectively	13,242	600
Additional paid-in capital	78,776,207	58,151,817
Common stock to be issued	336,000	336,000
Accumulated other comprehensive income	42,798	4,870
Accumulated deficit	(80,989,943)	(62,229,405)
Total stockholders' deficit	(1,821,696)	(3,736,118)
Total liabilities and stockholders' deficit	2,772,835	1,649,434
Series A Preferred Stock [Member]
Temporary equity
Temporary equity value	249,505	595,122
Series B Preferred Stock [Member]
Temporary equity
Temporary equity value	109,783	1,564,100
Series C Preferred Stock [Member]
Temporary equity
Temporary equity value	2,584,951	1,130,952
Series D Preferred Stock [Member]
Temporary equity
Temporary equity value		$ 789,006

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,000,000,000	12,000,000,000
Common stock, shares issued	132,402,624	6,000,000
Common stock, shares outstanding	132,402,624	6,000,000
Series A Preferred Stock [Member]
Temporary equity, par value per share	$ 0.01	$ 0.01
Temporary equity, shares authorized	200,000	200,000
Temporary equity, shares issued	25,000	189,500
Temporary equity, shares outstanding	25,000	189,500
Series B Preferred Stock [Member]
Temporary equity, par value per share	$ 0.01	$ 0.01
Temporary equity, shares authorized	100,000	100,000
Temporary equity, shares issued	11,000	21,000
Temporary equity, shares outstanding	11,000	21,000
Series C Preferred Stock [Member]
Temporary equity, par value per share	$ 0.001	$ 0.001
Temporary equity, shares authorized	150,000	150,000
Temporary equity, shares issued	90,000	10,000
Temporary equity, shares outstanding	90,000	10,000
Series D Preferred Stock [Member]
Temporary equity, par value per share	$ 0.001	$ 0.001
Temporary equity, shares authorized	200,000	200,000
Temporary equity, shares issued	0	40,000
Temporary equity, shares outstanding	0	40,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Sales	$ 172,783	$ 241,417	$ 562,513	$ 605,498
Cost of goods sold	159,124	201,609	534,618	527,385
Gross profit	13,659	39,808	27,895	78,113
Operating expenses
General and administrative	304,452	693,259	15,085,628	1,997,004
Total operating expenses	304,452	693,259	15,085,628	1,997,004
Loss from operations	(290,793)	(653,451)	(15,057,733)	(1,918,891)
Other income (expense)
Amortization of debt discount and interest expense	(33,287)	(130,594)	(96,055)	(261,560)
Loss on settlement of debt	(735,300)	(7,360,278)	(3,606,750)	(10,817,203)
Initial derivative expense				(126,322)
Change in fair value of derivative liabilities		93,626		194,750
Total other income (expense)	(768,587)	(7,397,246)	(3,702,805)	(11,010,335)
Net loss attributable to Two Hands Corporation	(1,059,380)	(8,050,697)	(18,760,538)	(12,929,226)
Net loss attributable to Two Hands Corporation common shareholders	(1,059,380)	(8,050,697)	(17,219,658)	(12,929,226)
Other comprehensive income (loss)
Foreign exchange income	36,227		37,928
Total other comprehensive income	36,227		37,928
Comprehensive loss	$ (1,023,153)	$ (8,050,697)	$ (17,181,730)	$ (12,929,226)
Net loss per common share - basic and diluted	$ (0.01)	$ (2.68)	$ (0.24)	$ (6.97)
Weighted average number of common shares outstanding - basic and diluted	125,175,444	2,998,955	71,802,843	1,854,661
Series A Stock Modification [Member]
Other income (expense)
Deemed dividend			$ (1,396,721)
Series B Stock Modification [Member]
Other income (expense)
Deemed contribution			1,354,515
Series C Stock Modification [Member]
Other income (expense)
Deemed contribution			834,001
Series D Stock Modification [Member]
Other income (expense)
Deemed contribution			$ 749,085

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock [Member]	Common Stock Be Issued [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 70	$ 336,000	$ 42,773,378		$ (45,893,368)	$ (2,783,920)
Beginning balance, shares at Dec. 31, 2020	695,576
Stock issued for conversion of non-redeemable convertible notes	$ 357		11,150,067			11,150,424
Stock issued for conversion of non-redeemable convertible notes, shares	3,552,025
Stock issued for conversion of convertible notes	$ 15		446,435			446,450
Stock issued for conversion of convertible notes, shares	146,868
Stock issued for the conversion of Series C Stock	$ 23		508,905			508,928
Stock issued for the conversion of Series C Stock, shares	225,000
Stock issued for consulting	$ 4		290,996			291,000
Stock issued for consulting, shares	40,500
Stock issued for officer and director compensation	$ 1		110,849			110,850
Stock issued for officer and director compensation, shares	42,000
Net loss					(12,929,226)	(12,929,226)
Ending balance, value at Sep. 30, 2021	$ 470	336,000	55,280,630		(58,822,594)	(3,205,494)
Ending balance, shares at Sep. 30, 2021	4,701,969
Beginning balance, value at Dec. 31, 2020	$ 70	336,000	42,773,378		(45,893,368)	(2,783,920)
Beginning balance, shares at Dec. 31, 2020	695,576
Ending balance, value at Dec. 31, 2021	$ 600	336,000	58,151,817	4,870	(62,229,405)	(3,736,118)
Ending balance, shares at Dec. 31, 2021	6,000,000
Beginning balance, value at Jun. 30, 2021	$ 190	336,000	46,902,968		(50,771,897)	(3,532,739)
Beginning balance, shares at Jun. 30, 2021	1,903,793
Stock issued for conversion of non-redeemable convertible notes	$ 246		7,565,944			7,566,190
Stock issued for conversion of non-redeemable convertible notes, shares	2,459,980
Stock issued for conversion of convertible notes	$ 8		228,316			228,324
Stock issued for conversion of convertible notes, shares	83,196
Stock issued for the conversion of Series C Stock	$ 23		508,905			508,928
Stock issued for the conversion of Series C Stock, shares	225,000
Stock issued for officer and director compensation	$ 3		74,497			74,500
Stock issued for officer and director compensation, shares	30,000
Net loss					(8,050,697)	(8,050,697)
Ending balance, value at Sep. 30, 2021	$ 470	336,000	55,280,630		(58,822,594)	(3,205,494)
Ending balance, shares at Sep. 30, 2021	4,701,969
Beginning balance, value at Dec. 31, 2021	$ 600	336,000	58,151,817	4,870	(62,229,405)	(3,736,118)
Beginning balance, shares at Dec. 31, 2021	6,000,000
Rounding on reverse split	$ 1					1
Rounding on reverse split, shares	5,558
Stock issued for conversion of non-redeemable convertible notes	$ 2,241		3,707,649			3,709,890
Stock issued for conversion of non-redeemable convertible notes, shares	22,410,000
Stock issued for officer and director compensation	$ 9,000		13,491,000			13,500,000
Stock issued for officer and director compensation, shares	90,000,000
Stock issued for the conversion of Series B Stock	$ 1,000		98,802			99,802
Stock issued for the conversion of Series B Stock, shares	10,000,000
Stock issued for the conversion of Series D Stock	$ 400		39,521			39,921
Stock issued for the conversion of Series D Stock, shares	4,000,000
Deemed dividend - Series A Stock modification			(1,396,721)			(1,396,721)
Deemed contribution - Series B Stock modification			1,354,515			1,354,515
Deemed contribution - Series C Stock modification			834,001			834,001
Deemed contribution - Series D Stock modification			749,085			749,085
Cancellation of Series A Stock			1,746,538			1,746,538
Cancellation of common stock
Cancellation of common stock, shares	(12,934)
Foreign exchange loss				37,928		37,928
Net loss					(18,760,538)	(18,760,538)
Ending balance, value at Sep. 30, 2022	$ 13,242	336,000	78,776,207	42,798	(80,989,943)	(1,821,696)
Ending balance, shares at Sep. 30, 2022	132,402,624
Beginning balance, value at Jun. 30, 2022	$ 12,342	336,000	76,235,088	6,571	(79,930,563)	(3,340,562)
Beginning balance, shares at Jun. 30, 2022	123,415,558
Stock issued for conversion of non-redeemable convertible notes	$ 300		735,300			735,600
Stock issued for conversion of non-redeemable convertible notes, shares	3,000,000
Stock issued for the conversion of Series B Stock	$ 600		59,281			59,881
Stock issued for the conversion of Series B Stock, shares	6,000,000
Cancellation of Series A Stock			1,746,538			1,746,538
Cancellation of common stock
Cancellation of common stock, shares	(12,934)
Foreign exchange loss				36,227		36,227
Net loss					(1,059,380)	(1,059,380)
Ending balance, value at Sep. 30, 2022	$ 13,242	$ 336,000	$ 78,776,207	$ 42,798	$ (80,989,943)	$ (1,821,696)
Ending balance, shares at Sep. 30, 2022	132,402,624

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (18,760,538)	$ (12,929,226)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization	8,603	1,281
Bad debt	17,949
Stock-based compensation	13,504,200	511,850
Amortization of debt discount	96,055	261,560
Loss on settlement of debt	3,606,750	10,817,203
Initial derivative expense		126,322
Change in fair value of derivative liabilities		(194,750)
Reduction in ROU liability	(6,246)
Change in operating assets and liabilities
Accounts and taxes receivable	(38,267)	(85,273)
Prepaid expense	576,745	958,282
Inventory	68,239
Deferred revenue	23,388
Accounts payable and accrued liabilities	290,300	232,718
Net cash used in operating activities	(612,822)	(300,033)
Cash flows from investing activities
Purchase of property and equipment	(9,784)	(1,945)
Net cash used in investing activities	(9,784)	(1,945)
Cash flow from financing activities
Advances by related party	133,156	90,680
Repayment of advances to related party	(92,325)	(83,747)
Proceeds from notes payable		14,895
Proceeds from issuance of shares		789,006
Proceeds from promissory notes	77,960	19,151
Proceeds from non-redeemable convertible		15,823
Proceeds from convertible notes		225,000
Net cash provided by financing activities	118,791	1,070,808
Change in foreign exchange	(8,634)	15,075
Net change in cash	(512,449)	783,905
Cash, beginning of the period	533,295	21,843
Cash, end of the period	20,846	805,748
Cash paid during the year
Interest paid
Income taxes paid
Supplemental disclosure of non-cash investing and financing activities
Stock issued to settle accounts payable and accrued liabilities		207,500
Stock issued to settle non-redeemable convertible notes	3,709,890	11,150,424
Stock issued to settle convertible notes		446,450
Stock issued for prepaid expense	2,288,000	1,153,571
Initial debt discount from derivative		225,000
Transfer of notes payable to promissory notes		91,192
Transfer of accounts payable and accrued liabilities to promissory notes	85,285	29,450
Transfer of due to related party to promissory notes - related party		19,572
Deemed dividend - Series A Stock modification	1,396,721
Deemed contribution - Series B Stock modification	1,354,515
Deemed contribution - Series C Stock modification	834,001
Deemed contribution - Series D Stock modification	$ 749,085

XML

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

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

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

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

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

iii) Cuore Food Services is the Company’s wholesale food distribution branch.

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

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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2021 of Two Hands Corporation in our Form 10-K filed on March 31, 2022.

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

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2022 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

COVID-19

The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2022, the Company incurred a net loss of $18,760,538 and used cash in operating activities of $612,822, and on September 30, 2022, had stockholders’ deficit of $1,821,696. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period 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. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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. 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. 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. The funds due for repayment on May 1, 2024, and the principal bears interest at 8% per annum, payable monthly. As at the date of this Form 10-Q, CAD $100,000 have been borrowed by the Company pursuant to the Line of Credit. There can be no assurances that we will be able to receive further commitments, loans or advances from them or other persons in the future.

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES AND ASSUMPTIONS

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

SRAX Inc. provides online advertising services to the Company. SRAX, Inc. during the three months September 30, 2022 had operational issues which prevented the Company from using its prepaid advertising credits. These prepaid advertising credits have a carrying value of $2,436,811 at September 30, 2022. The Company believes that it is probable that SRAX, Inc. will resolve its operational issues during the quarter ended December 31, 2022 and resume providing advertising services to the Company. It is possible this assessment could change at December 31, 2022, which may cause the Company to write-off part or all this prepaid asset. If SRAX, Inc. does not resume advertising services to the Company, the Company expects the 80,000 shares of Series C Convertible Preferred Stock issued on June 30, 2022 to SRAX, Inc. with a carrying value of $2,288,000 will be returned to the Company for cancellation.

CASH AND CASH EQUIVALENTS

For 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 are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for doubtful accounts at September 30, 2022 and December 31, 2021 is $65,026 and $68,673, respectively.

INVENTORY

Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. At September 30, 2022, no valuation allowance was required for spoiled inventory.

PROPERTY AND EQUIPMENT

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

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

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

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

REVENUE RECOGNITION

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

During the nine months ended September 30, 2022 and 2021, the Company had revenue of $562,513 and $605,498, respectively. In 2022, the Company recognized revenue of $130,990 from the grocery delivery application and $431,523 from the sale of dry goods and produce to other businesses. In 2021, the Company recognized revenue of $132,617 from the grocery delivery application and $472,881 from the sale of dry goods and produce to other businesses.

RESEARCH AND DEVELOPMENT COSTS

Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other requires that software development costs incurred subsequent to reaching technological feasibility be capitalized, if material. If the process of developing a new product or major enhancement does not include a detailed program design, technological feasibility is determined only after completion of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short, and the software development costs qualifying for capitalization have been insignificant. The Company recorded research and development expense of $0 and $0 for the nine months ended September 30, 2022 and 2021, respectively.

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 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.

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 810-10-05-4 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.

On October 1, 2021, the Company adopted a sequencing policy under Accounting Standards Codification (“ASC”) 815-40-35 Derivatives and Hedging (“ASC 815”) whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities convertible or exchangeable for a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees or directors are not subject to the sequencing policy.

INCOME TAXES

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

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. On September 30, 2022 and 2021, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock, Series D Stock and common stock to be issued of 5,253,246,650 shares and 6,906,076,484 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 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 results of operations.

The functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation, to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet.

STOCK-BASED COMPENSATION

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2014. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

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

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NON-REDEEMABLE CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

NON-REDEEMABLE CONVERTIBLE NOTES

NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES

On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and an original maturity date of December 31, 2017 which is subject to automatic annual renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. During the year ended December 31, 2021, the Company elected to convert $39,612 of principal and interest into 13,204 shares of common stock of the Company at a conversion price of $3.00 per share. This conversion resulted in a gain on debt settlement of $6,602 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $6,602 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $6,602 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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 for 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 the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. During the year ended December 31, 2020, the Company elected to convert $1,400 of principal and interest into 14,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $58,800 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $286,957 of principal and interest into 2,869,571 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $7,693,428 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (prior to the reverse stock split on April 27, 2022), the Company elected to convert $71,000 of principal and interest into 710,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $374,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (after the reverse stock split on April 27, 2022), the Company elected to convert $1,640 of principal and interest into 16,400,000 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $2,374,750 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $32,529 and $62,879 for the nine months ended September 30, 2022 and 2021, respectively, and $10,962 and $21,190 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $177,346 (face value of $188,308 less $10,962 unamortized discount) and $217,457 (face value of $217,457 less $0 unamortized discount), respectively.

On April 12, 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 $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2020, the Company elected to convert $2,000 of principal and interest into 20,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $62,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $90,048 of principal and interest into 900,480 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $2,918,242 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $15,008 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $7,566 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2021, the Company elected to convert $40,100 of principal and interest into 401,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $846,100 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (prior to the reverse stock split on April 27, 2022), the Company elected to convert $30,000 of principal and interest into 300,000 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $210,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the nine months ended September 30, 2022 (after the reverse stock split on April 27, 2022), the Company elected to convert $500 of principal and interest into 5,000,000 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $648,000 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $4,858 and $9,047 for the nine months ended September 30, 2022 and 2021, respectively, and $1,637 and $3,049 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $6,834 (face value of $8,471 less $1,637 unamortized discount) and $32,476 (face value of $32,476 less $0 unamortized discount), respectively.

On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. The condensed consolidated statement of operations includes interest expense of $12,408 and $10,339 for the nine months ended September 30, 2022 and 2021, respectively, and $4,181 and $3,485 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $95,352 (face value of $99,533 less $4,181 unamortized discount) and $82,944 (face value of $82,944 less $0 unamortized discount), respectively.

On January 31, 2019, 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 $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 for 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 the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The condensed consolidated statement of operations includes interest expense of $27,650 and $23,042 for the nine months ended September 30, 2022 and 2021, respectively, and $9,318 and $7,765 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $212,491 (face value of $221,809 less $9,318 unamortized discount) and $184,841 (face value of $184,841 less $0 unamortized discount), respectively.

On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which is subject to automatic annual renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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 for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. During the year ended December 31, 2020, the Company elected to convert $115 of principal and interest into 1,150 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $3,795 due to the requirement to record the share issuance at fair value on the date the shares were issued. During the year ended December 31, 2021, the Company elected to convert $35,952 of principal and interest into 359,517 shares of common stock of the Company at a conversion price of $0.10 per share. These conversions resulted in a loss on debt settlement of $1,357,400 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $5,992 for the nine months ended September 30, 2022 and 2021, respectively, and $0 and $0 for the three months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

On January 20, 2021, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Francesco Bisignano, for cash proceeds of $15,823. The issue price of the Note is $15,823 with a face value of $23,735. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0034 per share of the Company’s common stock.. During the year ended December 31, 2021, the Company elected to convert $23,735 of principal and interest into 8,823 shares of common stock of the Company at a conversion price of $3.40 per share. This conversion resulted in a loss on debt settlement of $2,736 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $0 and $7,912 for the nine months ended September 30, 2022 and 2021, respectively. On September 30, 2022 and December 31, 2021, the carrying amount of the Note is $0 and $0, respectively. This Note has been paid in full.

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LEASES

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

LEASES

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 3.00 years at September 30, 2022. The weighted-average discount rate was 3.96% at September 30, 2022.

The Company’s operating leases expires in 2025. The following shows the undiscounted cash flows for the remaining periods under operating lease at September 30, 2022:

Periods ending December 31,		Operating Lease Commitments
	2022	$	2,515
	2023		10,058
	2024		10,058
	2025		7,544
	Total operating lease commitments		30,175
	Less: imputed interest		(5,114	)
	Total right-of-use liability	$	25,061

The Company’s discounted current right-of-use lease liability and discounted non-current right-of-use lease liability at September 30, 2022 is $8,026 and $17,035, respectively.

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LINE OF CREDIT

9 Months Ended

Sep. 30, 2022

Line Of Credit

LINE OF CREDIT

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. The line of credit is due on May 1, 2024 and the outstanding principal bears interest at 8% per annum, payable monthly. Any indebtedness under the Line of Credit are secured against accounts receivable and inventory of the Company, and is convertible into shares of common stock of the Company at the Company’s option any time after twelve months from the first advance at a conversion price of $0.10 per share, subject to a restriction on the Lender holding more than 4.99% of the Company’s Common Shares. As at the date of this Form 10-Q, $72,580 (CAD $100,000) have been borrowed by the Company pursuant to the Line of Credit. The condensed consolidated statement of operations includes interest expense of $426 and $0 for the nine months ended September 30, 2022 and 2021, respectively, and $426 and $0 for the three months ended September 30, 2022 and 2021, respectively.

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NOTES PAYABLE

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

As of September 30, 2022 and December 31, 2021, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $6,068 and $6,103, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2021, $14,895 for expenses paid on behalf of the Company and the Company settled notes payable of $91,192 by issuing promissory notes.

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PROMISSORY NOTES

9 Months Ended

Sep. 30, 2022

Promissory Notes

PROMISSORY NOTES

NOTE 7 – PROMISSORY NOTES

Promissory Notes

As of September 30, 2022 and December 31, 2021, promissory notes of $224,528 (principal $259,252 and interest of $37,856) and $210,527 (principal $186,672 and interest of $23,855), respectively, were outstanding. The promissory notes bears interest of 10% per annum, are unsecured and mature on December 31, 2025.

During the nine months ended September 30, 2021, the Company issued promissory notes of $136,459 for $19,217 of cash advanced to the Company and $91,192 to settle notes payable and $26,050 to settle accounts payable.

Promissory Note – Related Party

As of September 30, 2022, promissory note – related party of $81,173 (principal $77,308 and interest of $3,865) and $0, respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's Chief Executive Officer.

During the nine months ended September 30, 2021, the Company issued promissory notes – related party, of $19,572 for $3,400 to settle accrued liabilities and $16,172 of expenses paid on behalf of the Company to Nadav Elituv, the Company's Chief Executive Officer.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

As of September 30, 2022 and December 31, 2021, advances and accrued salary of $40,715 and $39,985, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2022, the Company issued advances due to related party for $133,156 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $92,325 in cash. In addition, the Company accrued salary of $146,916 due to Nadav Elituv for the nine months ended September 30, 2022 and issued a promissory note for $77,308 to settle due to related party.

During the nine months ended September 30, 2021, the Company issued advances due to related party for $90,680 of expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $83,747 in cash. In addition, the Company accrued salary of $129,600 due to Nadav Elituv for the nine months ended September 30, 2021, issued 60,000 shares of Series A Convertible Preferred Stock with a fair value of $207,500 to settled salary due and issued a promissory note for $19,572 to settle due to related party.

During the nine months ended September 30, 2022, the Company paid Linus Creative Services, a business owned by Bradley Southam, a director or the Company, $25,259 for advertising services.

Employment Agreements

On August 7, 2020, the Company executed an employment agreement for the period from July 1, 2020 to June 30, 2021 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On September 30, 2021, there were no shares of common stock due Nadav Elituv under the employment agreement.

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

On March 26, 2022, the Company and Nadav Elituv further amended the employment agreement to (i) change the termination date from June 30, 2022 to December 31, 2022; (ii) pay an additional 10,500 shares of Series A Convertible Preferred Stock of the Company and (iii) pay an additional 50,000,000 shares of Common Stock of the Company.

On July 1, 2022, the term of the consulting contract with 2130555 Ontario Limited was extended to June 30, 2023.

Stock-based compensation – salaries expense related to these employment agreements for the nine months ended September 30, 2022 and 2021 is $13,504,200 and $186,350, respectively. Stock-based compensation – salaries expense was recognized ratably over the requisite service period. (See Note 10).

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PREFERRED STOCK

9 Months Ended

Sep. 30, 2022

Preferred Stock

PREFERRED STOCK

NOTE 9 – PREFERRED STOCK

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

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

On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating thirty thousand (30,000) 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 of 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.

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 March 26, 2022, the Company issued 10,500 shares of Series A Convertible Preferred Stock with a fair value of $4,200 ($2.50 per share) for compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

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 of

(i) Series A Stock from 1 (one) share of Series A Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series A Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) (ii) Series B Stock from 1 (one) share of Series B Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series B Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) and (iii) Series D Stock from 1 (one) share of Series D Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series D Stock for 100 (one hundred) shares of common stock (post-reverse stock-split). The Company accounted for the increase in the conversion rates as an extinguishment and recorded a deemed dividend (contribution) in accordance with ASC 260-10-599-2. As such, on April 27, 2022, the shares of Series A Stock, Series B Stock and Series D Stock were recorded at fair value of $1,966,043, $209,585 and $39,921, respectively, and resulting in a deemed dividend (contribution) of $1,396,721, ($1,354,515) and ($749,085), respectively.

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. 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 June 30, 2022 the Company issued 80,000 of Series C Convertible Preferred Stock with a fair value of $2,288,000 for prepaid advertising expense.

On July 26, 2022, Nadav Elituv, our Chief Executive Officer, returned 175,000 shares of Series A Stock to treasury for cancellation for no consideration resulting in a $1,746,538 reduction in the carrying value of Series A Stock.

Series A Stock, Series B Stock Series C Stock and Series D Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheet on September 30, 2022 and December 31, 2022 because other tainting contracts such as convertible notes have inadequate available authorized shares of the Company for settlement.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10 - STOCKHOLDERS' EQUITY

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

On March 21, 2022, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on March 21, 2022. On April 25, 2022 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on April 27, 2022. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

During the nine months ended September 30, 2022, the Company elected to convert $103,140 of principal and interest of non-redeemable convertible notes into 22,410,000 shares of common stock of the Company with a fair value of $3,709,890 resulting in a loss of extinguishment of debt of $3,606,750.

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

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

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

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

Common stock to be issued

On September 30, 2022 and December 31, 2021, the Company had an obligation to issue 32,000 shares of common stock valued at $336,000 and 32,000 shares of common stock valued at $336,000, respectively, for stock-based compensation – consulting services. These shares relate to an agreement dated August 1, 2020 for services to be provided from August 1, 2020 to July 31, 2022 whereby the Company shall pay 50,000 shares of Common Stock of the Company with a fair value of $525,000 for consulting. The shares are expensed the earlier of (i) the date of issue of shares or (ii) on a straight line over the life of the contract.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

Certificate of Designation

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.

1800 Diagonal Lending LLC

On October 6, 2022, the Company entered into a Series E Preferred Stock Purchase Agreement (the “Agreement”) with 1800 Diagonal Lending LLC (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell to Buyer 169,675 shares of its Series E Convertible Preferred Stock at a purchase price of $154,250 less transaction costs of $4,250 for $150,000 in cash.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2021 of Two Hands Corporation in our Form 10-K filed on March 31, 2022.

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

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2022 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

COVID-19

COVID-19

The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter.

GOING CONCERN

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2022, the Company incurred a net loss of $18,760,538 and used cash in operating activities of $612,822, and on September 30, 2022, had stockholders’ deficit of $1,821,696. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period 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. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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. 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. 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. The funds due for repayment on May 1, 2024, and the principal bears interest at 8% per annum, payable monthly. As at the date of this Form 10-Q, CAD $100,000 have been borrowed by the Company pursuant to the Line of Credit. There can be no assurances that we will be able to receive further commitments, loans or advances from them or other persons in the future.

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES AND ASSUMPTIONS

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.

SRAX Inc. provides online advertising services to the Company. SRAX, Inc. during the three months September 30, 2022 had operational issues which prevented the Company from using its prepaid advertising credits. These prepaid advertising credits have a carrying value of $2,436,811 at September 30, 2022. The Company believes that it is probable that SRAX, Inc. will resolve its operational issues during the quarter ended December 31, 2022 and resume providing advertising services to the Company. It is possible this assessment could change at December 31, 2022, which may cause the Company to write-off part or all this prepaid asset. If SRAX, Inc. does not resume advertising services to the Company, the Company expects the 80,000 shares of Series C Convertible Preferred Stock issued on June 30, 2022 to SRAX, Inc. with a carrying value of $2,288,000 will be returned to the Company for cancellation.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

For 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

ACCOUNTS RECEIVABLE

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for doubtful accounts at September 30, 2022 and December 31, 2021 is $65,026 and $68,673, respectively.

INVENTORY

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 interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. At September 30, 2022, no valuation allowance was required for spoiled inventory.

PROPERTY AND EQUIPMENT

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

REVENUE RECOGNITION

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

During the nine months ended September 30, 2022 and 2021, the Company had revenue of $562,513 and $605,498, respectively. In 2022, the Company recognized revenue of $130,990 from the grocery delivery application and $431,523 from the sale of dry goods and produce to other businesses. In 2021, the Company recognized revenue of $132,617 from the grocery delivery application and $472,881 from the sale of dry goods and produce to other businesses.

RESEARCH AND DEVELOPMENT COSTS

RESEARCH AND DEVELOPMENT COSTS

Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other requires that software development costs incurred subsequent to reaching technological feasibility be capitalized, if material. If the process of developing a new product or major enhancement does not include a detailed program design, technological feasibility is determined only after completion of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short, and the software development costs qualifying for capitalization have been insignificant. The Company recorded research and development expense of $0 and $0 for the nine months ended September 30, 2022 and 2021, respectively.

LEASES

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 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 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

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.

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 810-10-05-4 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.

On October 1, 2021, the Company adopted a sequencing policy under Accounting Standards Codification (“ASC”) 815-40-35 Derivatives and Hedging (“ASC 815”) whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities convertible or exchangeable for a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees or directors are not subject to the sequencing policy.

INCOME TAXES

INCOME TAXES

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

NET LOSS PER SHARE

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. On September 30, 2022 and 2021, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock, Series D Stock and common stock to be issued of 5,253,246,650 shares and 6,906,076,484 shares, respectively, as their effect would have been anti-dilutive.

FOREIGN CURRENCY TRANSLATION

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 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 results of operations.

The functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation, to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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 receivable, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable, due to related parties and promissory notes are reported at cost, which approximates fair value due to the short-term nature of these financial instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2014. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

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

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LEASES (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Operating Lease Liability Maturity

Periods ending December 31,		Operating Lease Commitments
	2022	$	2,515
	2023		10,058
	2024		10,058
	2025		7,544
	Total operating lease commitments		30,175
	Less: imputed interest		(5,114	)
	Total right-of-use liability	$	25,061

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Net loss	$ 1,059,380	$ 8,050,697		$ 18,760,538	$ 12,929,226
Net cash used in operating activities				612,822	300,033
Total stockholders deficit	1,821,696	3,205,494	$ 3,340,562	1,821,696	3,205,494	$ 3,736,118	$ 3,532,739	$ 2,783,920
Prepaid advertising credits carrying value	2,436,811			$ 2,436,811
Number shares issued			80,000	50,000,000
Cancellation of carrying value			$ 2,288,000
Allowance for doubtful accounts				$ 65,026		$ 68,673
Inventory valuation allowance	0			0
Sales	$ 172,783	$ 241,417		562,513	605,498
Research and development expense				$ 0	$ 0
Convertible Debt Securities Stock Payable And Warrants [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities excluded from computation of earnings per share				5,253,246,650	6,906,076,484
Sales [Member]
Property, Plant and Equipment [Line Items]
Sales				$ 130,990	$ 132,617
Sale Of Dry Goods [Member]
Property, Plant and Equipment [Line Items]
Sales				$ 431,523	$ 472,881
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation methodology				50% declining balance over a three year useful life

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NON-REDEEMABLE CONVERTIBLE NOTES (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 31, 2019	Sep. 13, 2018	May 10, 2018	Apr. 12, 2018	Apr. 12, 2018	Jan. 08, 2018	Sep. 02, 2016	Sep. 01, 2016	Jan. 20, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Apr. 27, 2022
Short-Term Debt [Line Items]
Debt description									On January 20, 2021, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Francesco Bisignano, for cash proceeds of $15,823.
Debt conversion price per share									$ 0.0034					$ 3.40		$ 0.002
Principle amount converted														$ 23,735
No of shares of common stock issued in conversion of debt														8,823
Interest expense												$ 0	$ 7,912
Debt carrying value									$ 15,823	$ 0		$ 0		$ 0
Debt face value									23,735		$ 136,459		136,459
Conversion Debt [Member]
Short-Term Debt [Line Items]
Gain (loss) on debt settlement									$ 2,736
Non Redeemable Convertible Notes Assigned To D C Design Inc [Member]
Short-Term Debt [Line Items]
Debt description							On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”).
Convertible Notes Payable [Member] | Side Letter Agreement With D C Design [Member]
Short-Term Debt [Line Items]
Debt description								On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014.
Debt issue price								$ 174,252
Interest rate								20.00%
Debt maturity date						Dec. 31, 2018		Dec. 31, 2017
Debt conversion price per share								$ 0.003						$ 3.00
Debt instrument collateral								The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note.
Principle amount converted														$ 39,612
No of shares of common stock issued in conversion of debt														13,204
Gain on debt settlement														$ 6,602
Convertible Notes Payable [Member] | Side Letter Agreement With Cellular Connection Ltd [Member]
Short-Term Debt [Line Items]
Debt description					On April 12, 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 $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018.	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.
Debt conversion price per share						$ 0.0001				$ 0.10		$ 0.10		$ 0.10	$ 0.10
Debt instrument collateral						The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.
No of shares of common stock issued in conversion of debt												710,000		2,869,571	14,000
Interest expense										$ 10,962	21,190	$ 32,529	62,879
Debt carrying value						$ 244,065								$ 217,457
Debt face value						$ 292,878
Value of principal and interest portion of debt converted into shares												71,000		286,957	$ 1,400
Gain (loss) on debt settlement												374,000		7,693,428	$ 58,800
Unamortized discount										$ 10,962		$ 10,962		0
Convertible Notes Payable [Member] | Side Letter Agreement With Cellular Connection Ltd 1 [Member]
Short-Term Debt [Line Items]
Debt conversion price per share										$ 0.0001		$ 0.0001
No of shares of common stock issued in conversion of debt												16,400,000
Value of principal and interest portion of debt converted into shares												$ 1,640
Gain (loss) on debt settlement												2,374,750
Convertible Notes Payable [Member] | Side Letter Agreement With Stuart Turk [Member]
Short-Term Debt [Line Items]
Debt carrying value										$ 177,346		177,346
Debt face value										188,308		188,308
Convertible Notes Payable [Member] | Side Letter Agreement With Jordan Turk Dated September Thirteen Two Thousand Eighteen [Member]
Short-Term Debt [Line Items]
Debt maturity date	Dec. 28, 2018
Debt conversion price per share	$ 0.0001
Debt instrument collateral	The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.
Interest expense										9,318	7,765	27,650	23,042
Debt carrying value	$ 106,968									95,352		95,352		82,944
Debt face value	$ 128,362									99,533		99,533		82,944
Unamortized discount										4,181		4,181		0
Convertible Notes Payable [Member] | Side Letter Agreement With Stuart Turk Dated January Thirty One Two Thousand Nineteen [Member]
Short-Term Debt [Line Items]
Debt description	On January 31, 2019, 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 $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018.
Debt carrying value										212,491		212,491		184,841
Debt face value										221,809		221,809		184,841
Unamortized discount										9,318		9,318		$ 0
Debt payment terms	If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022.
Convertible Notes Payable [Member] | Side Letter Agreement With Cellular Connection Ltd Dated January Thirty One Two Thousand Nineteen [Member]
Short-Term Debt [Line Items]
Debt description	On January 31, 2019, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018.
Debt maturity date	Dec. 31, 2019
Debt conversion price per share	$ 0.0001													$ 0.10	$ 0.10
Debt instrument collateral	The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.
Principle amount converted														$ 35,952	$ 115
No of shares of common stock issued in conversion of debt														359,517	1,150
Interest expense										0	0	0	5,992
Debt carrying value	$ 20,885									0		0		$ 0
Debt face value	$ 25,062
Gain (loss) on debt settlement														1,357,400	$ 3,795
Non-Redeemable Convertible Notes Issued To The Cellular Connection Ltd. [Member] | Side Letter Agreement With Stuart Turk [Member]
Short-Term Debt [Line Items]
Interest expense										0	6,602	0	6,602
Debt carrying value										0		0		0
Convertible Notes Payables [Member] | Side Letter Agreement With Stuart Turk [Member]
Short-Term Debt [Line Items]
Debt carrying value										$ 0		$ 0		$ 0
Convertible Notes Payables [Member] | Side Letter Agreement With Jordan Turk [Member]
Short-Term Debt [Line Items]
Debt description		On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018.	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.
Debt maturity date		Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2018
Debt conversion price per share		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001					$ 0.10		$ 0.10		$ 0.10	$ 0.10
Debt instrument collateral		The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.	The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.	The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note.
Principle amount converted												$ 30,000		$ 90,048	$ 2,000
No of shares of common stock issued in conversion of debt												300,000		900,480	20,000
Interest expense										$ 0	7,566	$ 0	15,008
Debt carrying value		$ 40,000	$ 35,000	$ 45,000	$ 45,000
Debt face value		$ 48,000	$ 42,000	$ 54,000	$ 54,000					8,471		8,471		$ 32,476
Gain (loss) on debt settlement												210,000		2,918,242	$ 62,000
Unamortized discount										1,637		1,637		$ 0
Convertible Notes Payables [Member] | Side Letter Agreement With Jordan Turk Dated May Ten Two Thousand Eighteen [Member]
Short-Term Debt [Line Items]
Debt conversion price per share														$ 0.10
Principle amount converted														$ 40,100
No of shares of common stock issued in conversion of debt														401,000
Interest expense										1,637	3,049	4,858	9,047
Debt carrying value										$ 6,834		$ 6,834		$ 32,476
Gain (loss) on debt settlement														$ 846,100
Convertible Notes Payables [Member] | Side Letter Agreement With Jordan Turk 1 [Member]
Short-Term Debt [Line Items]
Debt conversion price per share										$ 0.0001		$ 0.0001
Principle amount converted												$ 500
No of shares of common stock issued in conversion of debt												5,000,000
Gain (loss) on debt settlement												$ 648,000
Convertible Notes Payables [Member] | Side Letter Agreement With Jordan Turk Dated September Thirteen Two Thousand Eighteen [Member]
Short-Term Debt [Line Items]
Interest expense										$ 4,181	$ 3,485	$ 12,408	$ 10,339

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LEASES (Details)	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022	$ 2,515
2023	10,058
2024	10,058
2025	7,544
Total operating lease commitments	30,175
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(5,114)
Total right-of-use liability	$ 25,061

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LEASES (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-use asset	$ 35,906
Weighted-average lease term	3 years
Weighted-average discount rate	3.96%
Operating lease liability current	$ 8,026	$ 8,482
Operating lease liability non current	$ 17,035	$ 25,130

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LINE OF CREDIT (Details Narrative)		3 Months Ended		9 Months Ended
	Apr. 14, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Apr. 14, 2022 CAD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Line of credit		$ 73,006		$ 73,006
Interest expense				0	$ 7,912
Line of Credit [Member]
Debt Instrument [Line Items]
Interest expense		$ 426	$ 0	$ 426	$ 0
Grid Promissory Note [Member] | Lender [Member] | Credit Facility Agreement [Member]
Debt Instrument [Line Items]
Line of credit						$ 750,000
Line of credit increments						50,000
Maturity date	May 01, 2024
Interest rate	8.00%
Line of credit	$ 72,580					$ 100,000

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NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Short-Term Debt [Line Items]
Notes Payable, Current	$ 6,068		$ 6,103
Proceeds from notes payable		$ 14,895
Notes Payable, Other Payables [Member]
Short-Term Debt [Line Items]
Promissory note issued for expenses		14,895
Proceeds from notes payable		$ 91,192
Stuart Turk Jordan Turk And Cellular Connection Limited [Member] | Notes Payable, Other Payables [Member]
Short-Term Debt [Line Items]
Notes Payable, Current	$ 6,068		$ 6,103

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PROMISSORY NOTES (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 20, 2021
Short-Term Debt [Line Items]
Promissory notes with principal and interest		$ 136,459		$ 23,735
Promissory notes - principle	$ 0		$ 0	$ 15,823
Cash advances		19,217
Notes payable settelled		91,192
Accounts payable settled		26,050
Promissory notes - related party	81,173
Promissory Notes - Related Party [Member]
Short-Term Debt [Line Items]
Promissory notes - related party		19,572
Accrued liabilities settled		3,400
Expenses paid on behalf of the Company		$ 16,172
Promissory Notes [Member]
Short-Term Debt [Line Items]
Promissory notes with principal and interest	224,528		210,527
Promissory notes - principle	259,252		186,672
Promissory notes - interest	$ 37,856		23,855
Promissory note interest rate	10.00%
Maturity date	Dec. 31, 2025
Promissory Notes [Member] | Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Promissory notes with principal and interest	$ 81,173		$ 0
Promissory notes - principle	77,308
Promissory notes - interest	$ 3,865
Promissory note interest rate	10.00%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
	Aug. 07, 2020	Oct. 31, 2021	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to related party					$ 40,715		$ 39,985
Advances to related party for expenses					133,156	$ 90,680
Fair value compensation			$ 74,500		$ 13,500,000	110,850
Annual salary		$ 216,000
Consulting fee		$ 17,400
Number of shares issued				80,000	50,000,000
Stock based compensation - salaries					$ 13,504,200	186,350
Bradley Southam [Member]
Related Party Transaction [Line Items]
Advertising services					$ 25,259
Series A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued					10,500
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Repaid adavance from related party			83,747		$ 92,325	83,747
Accrued salary					146,916	129,600
Settlement of accrued compensation			$ 19,572		$ 77,308	$ 19,572
Chief Executive Officer [Member] | Employment Agreement Dated August Seven Two Thousand Twenty [Member]
Related Party Transaction [Line Items]
Employment agreement description	On August 7, 2020, the Company executed an employment agreement for the period from July 1, 2020 to June 30, 2021 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,000 shares of Common Stock of the Company and an annual salary of $151,200 payable monthly on the first day of each month from available funds. On September 30, 2021, there were no shares of common stock due Nadav Elituv under the employment agreement.
Chief Executive Officer [Member] | Employment Agreement Dated July One Two Thousand Twenty One [Member]
Related Party Transaction [Line Items]
Employment agreement description					On July 1, 2021, the Company executed an employment agreement for the period from July 1, 2021 to June 30, 2022 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000,000 shares of Common Stock of the Company and an annual salary of $216,000 payable monthly on the first day of each month from available funds, commencing on July 1, 2021.
Chief Executive Officer [Member] | Class A Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued						60,000
Fair value compensation						$ 207,500

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PREFERRED STOCK (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended		6 Months Ended	9 Months Ended
	Dec. 12, 2019	Aug. 06, 2013	Jul. 26, 2022	Apr. 27, 2022	Sep. 30, 2022	Mar. 26, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 24, 2021	Jan. 20, 2021	Oct. 07, 2020
Preferred stock, shares authorized					1,000,000			1,000,000	1,000,000
Conversion Price				$ 0.002					$ 3.40		$ 0.0034
Reverse stock spilit				1 for 1,000 reverse stock split
Shares issued							80,000	50,000,000
cancelletion of shares, value
Chief Executive Officer [Member]
cancelletion of shares			175,000
cancelletion of shares, value			$ 1,746,538
Series A Preferred Stock [Member]
Preferred stock, shares authorized		200,000
Preferred stock, convertible terms		Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company.
Preferred stock, voting rights		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).
Share price						$ 2.50
Stock issued						10,500
Fair value of stock issued in conversion of debt						$ 4,200
Fair value preferred stock				$ 1,966,043
Deemed dividend				1,396,721
Series B Preferred Stock [Member]
Preferred stock, shares authorized	100,000
Preferred stock, convertible terms	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.
Fair value preferred stock				209,585
Deemed dividend				1,354,515
Series C Preferred Stock [Member]
Share price												$ 0.25
Conversion Price										$ 0.002
Fixed conversion price							$ 0.25
Stock issued							80,000
Shares issued							296,951
Fair value of stock issued							$ 834,001
Prepaid advertising expense							$ 2,288,000
Series D Preferred Stock [Member]
Fair value preferred stock				39,921
Deemed dividend				$ 749,085
Series D Preferred Stock [Member] | September One Two Thousand Twenty One [Member]
Preferred stock, shares authorized					200,000			200,000
Preferred stock, convertible terms								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.
Preferred stock, voting rights								Series D Stock are non-voting.

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended	9 Months Ended		12 Months Ended
	May 04, 2022	Sep. 26, 2022	Apr. 28, 2022	Apr. 27, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 12, 2019
Class of Stock [Line Items]
Common stock, shares authorized						12,000,000,000		12,000,000,000
Common stock, par value per share						$ 0.0001		$ 0.0001
Preferred stock, shares authorized						1,000,000		1,000,000
Debt converted into common stock, shares								8,823
Stock issued for officer and director compensation, value					$ 74,500	$ 13,500,000	$ 110,850
Common stock issued for services, value							291,000
Common Stock [Member]
Class of Stock [Line Items]
Obligation to issue shares of common stock				90,000,000
Fair value				$ 13,500,000
Stock issued for officer and director compensation, value					$ 3	$ 9,000	$ 1
Common stock issued for services, shares							40,500
Common stock issued for services, value							$ 4
Common Stocks [Member]
Class of Stock [Line Items]
Common stock issued for services, shares						50,000
Common stock issued for services, value						$ 525,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized									100,000
Conversion of shares of common stock		6,000	4,000
Series B Preferred Stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of shares of common stock		6,000,000	4,000,000
Conversion of stock amount		$ 59,281	$ 39,521
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of shares of common stock	40,000
Series D Preferred Stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of shares of common stock	4,000,000
Conversion of stock amount	$ 39,521
Convertible Notes Payables [Member] | Common Stocks [Member]
Class of Stock [Line Items]
Principal amount of notes converted in stock						$ 103,140
Debt converted into common stock, shares						22,410,000
Fair value of stock issued in conversion of debt						$ 3,709,890
Loss on settlement of debt						$ 3,606,750
Stock Based Compensation One [Member] | Common Stock [Member]
Class of Stock [Line Items]
Obligation to issue shares of common stock						32,000
Stock issued for officer and director compensation, value						$ 336,000		$ 336,000
Stock Based Compensation One [Member] | Common Stocks [Member]
Class of Stock [Line Items]
Obligation to issue shares of common stock						32,000		32,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 06, 2022	Oct. 04, 2022	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, shares authorized			1,000,000	1,000,000
Stated value			$ 0.001	$ 0.001
Annual cumulative dividend		10.00%
Series E Convertible Preferred Stock [Member]
Preferred stock, shares authorized		300,000
Par value		$ 0.0001
Stated value		$ 1.00
Sale of stock	169,675
Purchase price	$ 154,250
Transaction costs	4,250
Cash	$ 150,000