Quantum X Inc 10-K for FY2022

Quantum X Inc. (QUTX)

10-K 2023-04-03 For: 2022-12-31

Added on April 11, 2026

About this 10-K

Quantum X Inc filed this 10-K on April 3, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $731.3K; down 21.4% from $930.1K a year earlier
Net loss: $21.69M; compared with a net loss of $16.34M a year earlier

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	Delaware		42-1770123
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)

	1035 Queensway East, Mississauga, Ontario, Canada		L4Y 4C1
	(Address of Principal Executive Offices)		(Zip Code)

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

PART I		Page
Item 1.	Business	5
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	[Reserved]	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	31
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	31
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions and Director Independence	39
Item 14.	Principal Accountant Fees and Services	40
PART IV
Item 15.	Exhibits, Financial Statement Schedules	41
Item 16.	Form 10-K Summary	43
	Signatures	43

	Years ended December 31						Change
	2022 $			2021 $			$			%
Sales		731,302			930,096			(198,794	)		(21	)
Cost of goods sold		682,109			832,816			(150,707	)		(18	)
Gross profit		49,193			97,280			(48,087	)		(49	)
Gross profit %		6.7	%		10.5	%

	Years ended December 31				Change
	2022 $		2021 $		$			%
gocart.city – online delivery		142,571		161,707		(19,136	)		(12	)
Grocery Originals and Cuore Food Service – retail and wholesale distribution		588,731		768,389		(179,658	)		(23	)
Other				—		—			—
Total sales		731,302		930,096		(198,794	)		(21	)

	●	Issued 5,000,000 shares of common stock, with a fair value of $62,500, for the settlement of non-redeemable convertible notes.

Quarter Ended	December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021
Sales	$	168,790		$	172,782		$	190,691		$	199,039		$	324,748		$	241,417		$	174,774		$	189,157
Gross profit	$	21,299		$	13,659		$	(6,278	)	$	20,514		$	19,117		$	39,808		$	19,808		$	18,547
Operating expenses	$	(2,759,699		$	(304,452	)	$	(14,021,263	)	$	(759,913	)	$	(1,270,225	)	$	(693,259	)	$	(446,806	)	$	(856,989	)
Other income (expense)	$	(194,173	)	$	(768,587	)	$	(2,320,020	)	$	(614,198	)	$	(2,155,703	)	$	(7,397,246	)	$	(1,560,110	)	$	(2,052,979	)
Net loss for the period	$	(2,932,573	)	$	(1,059,380	)	$	(16,347,561	)	$	(1,353,597	)	$	(3,406,811	)	$	(8,050,697	)	$	(1,987,108	)	$	(2,891,421	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.01	)	$	(0.18	)	$	(0.20	)	$	(0.63	)	$	(2.68	)	$	(1.26	)	$	(2.99	)

	Year ended December 31				Change
	2022 $		2021$		$		%
Net cash from financing activities		350,194		1,072,408		(722,214)		(67)

	December 31, 2022			December 31, 2021
Current assets	$	193,097		$	1,608,848
Current liabilities		784,473			552,998
Working capital (Deficiency)	$	(591,376	)	$	1,055,850

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

	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		555,220		555,220		—		—		—
Debt		805,785		198,916		606,869		—		—
Deferred revenue		22,107		22,107		—		—		—
Non-redeemable convertible notes		517,621		—		517,621		—		—
Financial lease Obligations		—		—		—		—		—
Operating leases⁽¹⁾		23,438		8,230		15,208		—		—
Purchase obligations		—		—		—		—		—
Total contractual obligations		1,924,171		784,473		1,139,698		—		—

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED FINANCIAL STATEMENTS	F-3
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Income	F-4
Consolidated Statement of Stockholders' Deficit	F-5
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8


	December 31, 2022			December 31, 2021
ASSETS

Current assets
Cash	$	17,137		$	533,295
Accounts receivable, net		94,182			163,197
VAT taxes receivable		8,157			24,563
Inventory		73,621			154,848
Prepaid expense		—			732,945
Total current assets		193,097			1,608,848

Property and equipment, net		13,667			6,974
Operating lease right-of-use asset		23,438			33,612

Total assets	$	230,202		$	1,649,434

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	555,220		$	498,428
Due to related party		185,473			39,985
Notes payable		13,443			6,103
Deferred revenue		22,107			—
Current portion of operating lease right-of-use liability		8,230			8,482
Total current liabilities		784,473			552,998
Long-term liabilities
Line of credit		293,298			—
Promissory notes		229,194			210,527
Promissory note - related party		84,377			—
Non-redeemable convertible notes, net		517,621			517,717
Operating lease right-of-use liability, net of current portion		15,208			25,130
Total long-term liabilities		1,139,698			753,374

Total liabilities		1,924,171			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
Series E convertible preferred stock; $0.0001 par value; 300,000 shares designated, 0 shares shares issued and outstanding		—			—
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, 137,402,624 and 6,000,000 shares issued and outstanding, respectively		13,742			600
Additional paid-in capital		78,895,425			58,151,817
Common stock to be issued		336,000			336,000
Accumulated other comprehensive income		39,141			4,870
Accumulated deficit		(83,922,516	)		(62,229,405	)
Total stockholders' deficit		(4,638,208	)		(3,736,118	)

Total liabilities and stockholders' deficit	$	230,202		$	1,649,434

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


		For the years ended December 31,
		2022			2021

Sales	$	731,302		$	930,096
Cost of goods sold		682,109			832,816
Gross profit		49,193			97,280

Operating expenses
General and administrative		17,845,327			3,267,279
Total operating expenses		17,845,327			3,267,279

Loss from operations		(17,796,134	)		(3,169,999	)

Other income (expense)
Amortization of debt discount and interest expense		(131,828	)		(357,213	)
Loss on settlement of debt		(3,668,750	)		(12,890,764	)
Initial derivative expense		(36,521	)		(126,322	)
Change in fair value of derivative liabilities		(59,878	)		208,261
Total other income (expense)		(3,896,977	)		(13,166,038	)

Net loss attributable to Two Hands Corporation		(21,693,111	)		(16,336,037	)

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			—
Less: deemed contribution - Series E Stock		57,218			—

Net loss attributable to Two Hands Corporation common shareholders	$	(20,095,013	)	$	(16,336,037	)

Other comprehensive income (loss)
Foreign exchange income		30,523			—
Total other comprehensive income		30,523			—

Comprehensive loss	$	(20,064,490	)	$	(16,336,037	)

Net loss per common share - basic and diluted	$	(0.23	)	$	(5.79	)

Weighted average number of common shares outstanding - basic and diluted		87,625,255			2,820,094

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


	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	27,410,000			2,741		—		3,769,649			—		—			3,772,390
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
Deemed contribution - Series E Stock	—			—		—		57,218			—		—			57,218
Cancellation of Series A Stock	—			—		—		1,746,538			—		—			1,746,538
Cancellation of common stock	(12,934	)		—		—		—			—		—			—
Foreign exchange loss	—			—		—		—			34,271		—			34,271
Net loss attributed to Two Hands Corporation	—			—		—		—			—		(21,693,111	)		(21,693,111	)
Balance, December 31, 2022	137,402,624		$	13,742	$	336,000	$	78,895,425		$	39,141	$	(83,922,516	)	$	(4,638,208	)


	For the year ended December 31,
	2022			2021
Cash flows from operating activities
Net loss attributed to Two Hands Corporation	$	(21,693,111	)	$	(16,336,037	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization		11,530			4,215
Bad debt		112,822			20,960
Stock-based compensation		13,504,200			1,043,350
Amortization of debt discount		131,828			357,213
Loss on settlement of debt		3,668,750			12,890,764
Initial derivative expense		36,521			126,322
Change in fair value of derivative liabilities		59,878			(208,261	)
Reduction in ROU liability		(8,257	)		(2,316	)
Change in operating assets and liabilities
Accounts and taxes receivable		(36,855	)		(159,882	)
Prepaid expense		3,020,527			1,312,359
Inventory		73,903			(156,376	)
Deferred revenue		23,076			—
Accounts payable and accrued liabilities		254,443			549,816
Net cash used in operating activities		(840,745	)		(557,873	)

Cash flows from investing activities
Purchase of property and equipment		(10,749	)		(5,425	)
Net cash used in investing activities		(10,749	)		(5,425	)

Cash flow from financing activities
Advances by related party		167,438			135,378
Repayment of advances to related party		(127,616	)		(127,375	)
Proceeds from notes payable		7,692			15,439
Proceeds from issuance of shares		—			789,006
Proceeds from promissory notes		302,680			19,137
Proceeds from non-redeemable convertible		—			15,823
Proceeds from convertible notes		—			225,000
Net cash provided by financing activities		350,194			1,072,408

Change in foreign exchange		(14,858	)		2,342

Net change in cash		(516,158	)		511,452

Cash, beginning of the period		533,295			21,843

Cash, end of the period	$	17,137		$	533,295

Cash paid during the year
Interest paid	$	—		$	448
Income taxes paid	$	—		$	—

Supplemental disclosure of non-cash investing and financing activities
Stock issued to settle accounts payable and accrued liabilities	$	—		$	496,222
Stock issued to settle non-redeemable convertible notes	$	3,772,390		$	13,327,708
Stock issued to settle convertible notes	$	—		$	552,435
Stock issued for prepaid expense	$	2,288,000		$	1,153,571
Initial debt discount from derivative	$	—		$	225,000
Right-of-use asset	$	—		$	45,444
Transfer of notes payable to promissory notes	$	—		$	91,192
Transfer of accounts payable and accrued liabilities to promissory notes	$	85,285		$	26,050
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		$	—
Deemed contribution - Series E Stock	$	57,218		$	—

Schedule of concentration of risk, by risk factor
	Accounts receivable at December 31, 2022			Revenue for the year ended December 31, 2022
Customer #1		17	%		—
Customer #2		17	%		—
Total concentration		34	%		—

	Accounts payable at December 31, 2022			Cost of goods sold for the year ended December 31, 2022
Supplier #1		30	%		—
Supplier #2		13	%		—
Supplier #3		—			12	%
Supplier #4		—			11	%
Total concentration		43	%		23	%

Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis
	December 31, 2022
	Level 1	Level 2	Level 3
Description	$	$	$
Derivative liabilities	—	—	—

	December 31, 2021
	Level 1	Level 2	Level 3
Description	$	$	$
Derivative liabilities	—	—	—

Operating Lease Liability Maturity
Periods ending December 31,		Operating Lease Commitments
	2023	$	10,212
	2024		10,212
	2025		7,659
	Total operating lease commitments		28,083
	Less: imputed interest		(4,645	)
	Total right-of-use liability	$	23,438

Fair Value of Convertible Options Derivative Liabilities
	February 23, 2021			May 27, 2021			December 2, 2021			October 6, 2022			December 1, 2022
Closing share price	$	6.80		$	2.60		$	1.40		$	0.0948		$	0.0118
Conversion price	$	3.70		$	1.70		$	1.10		$	0.0740		$	0.0075
Risk free rate		0.13	%		0.13	%		0.08	%		4.20	%		4.65	%
Expected volatility		276	%		194	%		152	%		226	%		266	%
Dividend yield		0	%		0	%		0	%		0	%		0	%
Expected life (years)		1.5			1.0			0.48			1.50			1.35

Schedule of Reconciliation of Provision for Income Tax Expenses (Recovery)
	2022			2021
Net loss before income taxes per consolidated financial statements	$	(21,693,111	)	$	(16,336,037	)
Income tax rate		21	%		21	%
Income tax recovery		(4,555,500	)		(3,430,600	)
Non-deductible share-based payments		3,470,200			497,400
Non-deductible interest		27,600			75,000
Loss on settlement of debt		770,400			2,707,100
Initial derivative expense		7,700			26,500
Change in fair value of derivative expense		12,600			(43,100	)
Valuation allowance change		267,000			167,700
Income tax expense (recovery)	$	—		$	—

Schedule of Significant Component of Deferred Income Tax Assets
	2022			2021
Net operating loss carry-forward	$	1,327,700		$	1,060,700
Valuation allowance		(1,327,700	)		(1,060,700	)
Net deferred income tax asset	$	—		$	—

Name	Age		Position(s)
Nadav Elituv (1)		59	CEO, President., Secretary, Treasurer and Director (Principal Executive Officer)
Steven Gryfe		54	Chief Financial Officer (Principal Financial and Accounting Officer)
Ryan Wilson (1)		47	Director
Bradley Southam (1)		51	Director
Yan Namer		51	Director

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

Name & Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nadav Elituv, Principal Executive Officer, President, Chairman and Director		2022	$	195,551	$	—	$	13,504,200	$	—	$	—	$	—	$	—	$	13,699,751
		2021	$	129,600	$	—	$	198,850	$	—	$	—	$	—	$	—	$	328,450
Steven Gryfe, Chief Executive Officer		2022	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
		2021	$	—	$	—	$	11,500	$	—	$	—	$	—	$	—	$	11,500

Name	Fees Earned of Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Ryan Wilson, Director	$	—	$	—	$	—	$	—	$	—
Bradley Southam, Director	$	26,307	$	—	$	—	$	—	$	26,307
Yan Namer, Director	$	—	$	—	$	—	$	—	$	—

	Common Stock		Series A Convertible Preferred Stock
Beneficial Owner (1)	Number of Shares Beneficially Owned	Percentage of Class (2)	Number of Shares Beneficially Owned	Percentage of Class (3)

Nadav Elituv, Chief Executive Officer and Director	122,400,427 (4)	56.09%	25,000 (5)	100%

Ryan Wilson, Director	42,501	0.02%	-	-

Bradley Southam, Director	42,503	0.02%	-	-

Yan Namer, Director	-	0.00%	-	-

Steven Gryfe, CFO	42,502	0.02%	-	-

All directors and executive officers (4 persons)	122,527,933	56.15%	25,000	100%

	2022		2021
Audit Fees	$	66,500	$	61,450
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	66,500	$	61,450

			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
17.1	Correspondence on departure of director - Resignation letter of Yan Namer dated March 30, 2023	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


	TWO HANDS CORPORATION

Dated: March 31, 2023	By: /s/ Nadav Elituv Name: Nadav Elituv Title: President, Chief Executive Officer and Director (Principal Executive Officer)

	By: /s/ Steven Gryfe Name: Steven Gryfe Title: Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURE	TITLE	DATE


By: /s/ Nadav Elituv Nadav Elituv	President, Chief Executive Officer and Director (Principal Executive Officer)	March 31, 2023

By: /s/ Steven Gryfe Steven Gryfe	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2023

By: /s/ Ryan Wilson Ryan Wilson	Director	March 31, 2023

By: /s/ Bradley Southam Bradley Southam	Director	March 31, 2023