Quantum X Inc 10-K for FY2025
Quantum X Inc. (QUTX)
About this 10-K
Quantum X Inc filed this 10-K on April 10, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $709.53K a year earlier
- Net loss
- $484.85K
- compared with a net loss of $2.43M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of | (I.R.S. Employer | |||
| Incorporation or Organization) | Identification No.) | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
Indicate by check mark whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Smaller reporting company | ||
| 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
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:
(Title of class)
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter. $
As of March 31, 2026 the registrant had outstanding shares of Common Stock.
Documents incorporated by reference: None.
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TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 6 |
| Item 1B. | Unresolved Staff Comments | 6 |
| Item 1C. | Cybersecurity | 6 |
| Item 2. | Properties | 7 |
| Item 3. | Legal Proceedings | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| PART II | ||
| Item 5. | Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8 |
| Item 6. | [Reserved] | 9 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 8. | Financial Statements and Supplementary Data | 18 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 20 |
| Item 9A. | Controls and Procedures | 20 |
| Item 9B. | Other Information | 20 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 20 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 21 |
| Item 11. | Executive Compensation | 24 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 26 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 27 |
| Item 14. | Principal Accountant Fees and Services | 28 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 29 |
| Item 16. | Form 10-K Summary | 31 |
| Signatures | 31 |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-K contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this Form 10-K and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.
The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this Form 10-K.
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PART I
ITEM 1. BUSINESS
Our Business
Overview
In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.
In January 2025, the Company also announced its new business in the artisan crafted denim and premium combed Pima cotton yarns space in cooperation with Videlia Mills. Mid way through 2025 discussions with Videlia Mills ceased and the Company does not expect them to continue.
On November 16, 2016, the Company changed the name of its wholly owned subsidiary from I8 Interactive to Two Hands Canada Corporation.
The Company received approval from the Canadian Securities Exchange (the "CSE") to list its common shares (the "Common Shares") on the CSE. Trading of the Common Shares in the capital of the Company commenced on August 5, 2022, under the symbol "TWOH".
On October 15, 2025, the Company incorporated a wholly owned subsidiary, Meridan Capital Management Inc., a Nevada corporation, for the purpose of holding investments. During the year ended December 31, 2025, Meridan Capital Management Inc. held cash and did not have operations.
Cuore Food Services
Cuore Food Services is the Company’s wholesale food distribution branch. Cuore Food Services uses inventory from the Company’s warehouse as well as inventory it acquires on an ad hoc basis, and focuses on bulk delivery of goods to food service business such as restaurants, hotels, event planning/hosting businesses.
Research and Development
We did not incur any research and development costs during the fiscal year ended December 31, 2025 and 2024.
Customers
The Company plans to continue to expand its reach to additional customers and geographies across Canada and continue to enhance its product offering with fresh, natural and organic foods. The Company believes its value proposition has broad appeal with value-minded customers across all income levels, demographics and geographies. The Company believes that its sustained focus on delivering ever-changing value deals will generate strong customer loyalty and brand affinity. The Company believes that its broad customer appeal supports new store growth opportunities, and it plans to continue to expand its reach to additional customers and geographies across Canada.
Competition
The Company competes with other wholesalers within the food service market segment, facing challenges from entities with significant resources for expansion. These competitors leverage their financial strength, technological advancements, marketing strategies, skilled personnel, and established brand recognition.
Manufacturing and Product Sourcing
Most supplies used are readily available from any number of our local and international suppliers, at competitive prices. Delivery of the product will vary depending on the area serviced and the number of orders per day.
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Management's Plan of Operation
In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.
Products and Services
The Company plans to continue to expand its reach to additional customers and geographies across Canada and continue to enhance its product offering with fresh, natural and organic foods.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.
The Company’s failure to protect personal information adequately and breaches in cyber security and data protection could have an adverse effect on its business.
A wide variety of provincial, state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. These data protection and privacy-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions. Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against the Company, including fines, imprisonment of company officials and public censure, claims for damages by customers and other affected individuals, damage to the Company’s reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on the Company’s operations, financial performance, and business. Evolving and changing definitions of personal data and personal information, within the European Union, the United States, and elsewhere, especially relating to classification of IP addresses, machine identification, location data, and other information, may limit or inhibit the Company’s ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of data. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to the Company, harm its reputation and inhibit adoption of its products by current and future customers, and adversely affect the Company’s business, financial condition, and operating results.
The Company has implemented and maintained security measures intended to protect personally identifiable information. However, the Company’s security measures remain vulnerable to various threats posed by hackers and criminals. If the Company’s security measures are overcome and any personally identifiable information that the Company collect or store becomes subject to unauthorized access, it may be required to comply with costly and burdensome breach notification obligations. The Company may also be subject to investigations, enforcement actions and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a negative effect on the Company’s business.
We believe we maintain an
information technology and cybersecurity program appropriate for a company our size, taking into account our operations and risks. We
are committed to cybersecurity and vigilantly protecting all our resources and information from unauthorized access.
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ITEM 2. PROPERTIES.
Our executive offices are located at 141 Piping Rock Road, Locust Valley, New York 11560. We are currently not paying rent for these offices.
We believe that these facilities are adequate for our current and near-term future needs.
ITEM 3. LEGAL PROCEEDINGS
We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to temporary employee staffing business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We will accrue contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AN ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Our common stock currently trades on the OTC Pinks under the symbol “TWOH” and the closing bid price of our common stock on March 31, 2026 was $0.0012. Our common stock currently trades on a sporadic and limited basis.
Record Holders
The number of record holders of our common stock as of March 31, 2026 was approximately 25, not including nominees of beneficial owners.
Cash Dividends
As of the date of this Report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, the general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Transfer Agent
The transfer agent and registrar for our common stock and Series A Convertible Preferred Stock is Transhare Corporation. The transfer agent’s address is 17755 US Highway 19 N Ste 140, Clearwater, FL 33764 and its telephone number is (303) 662-1112.
Options and Warrants
On October 1, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2021 Plan, the Board may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 200,000,000. At December 31, 2025, there are 0 shares of common stock available under the 2021 Plan.
Anti-takeover Provisions
Summarized in the following paragraphs are provisions included in our Certificate of Incorporation, as amended, and our Bylaws that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.
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Effects of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable our Board to make more difficult or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If the Board were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
In addition, our Certificate of Incorporation, as amended, grants our Board broad power to establish the rights and preferences of authorized and unissued shares of additional series of preferred stock. The creation and issuance of one or more additional series of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company. |
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| · | Cumulative Voting. Our Certificate of Incorporation, as amended, does not provide for cumulative voting in the election of directors which would allow holders of less than a majority of the voting stock to elect some directors. |
| · | Vacancies. Section 223 of the Delaware General Corporation Law and our bylaws provide that all vacancies, including newly created directorships, may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. |
| · | Special Meeting of Stockholders. A special meeting of stockholders may be called by our Board or the Chairman of our Board and must be called by our Secretary at the request in writing of holders of record of a majority of our outstanding capital stock entitled to vote. The requirement that a majority of our outstanding capital stock is required to call a special meeting means that small stockholders will not have the power to call a special meeting to, for example, elect new directors. |
| · | Bylaws. Our bylaws authorize the board of directors to adopt, repeal, alter or amend our bylaws without shareholder approval. |
| · | Removal. Except as otherwise provided, a director may be removed from office with or without cause at any special meeting of stockholders by the affirmative vote of at least a majority of the voting power and outstanding stock entitled to vote. |
RECENT SALES OF UNREGISTERED SECURITIES
During the quarter ended December 31, 2025, the Company issued the following unregistered securities.
Issued 138,019,999 shares of common stock, with a fair value of $155,156, for the conversion of convertible notes.
Issued 500,000,000 shares of common stock, with a fair value of $600,000, for the settlement of promissory notes.
ITEM 6. [RESERVED].
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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".
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.
Management's Plan of Operation
In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, impairment of long-term assets, stock-based compensation, derivatives, income taxes and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the Financial Statements:
NET LOSS PER SHARE
Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. Dilutive net loss per share for common stock is calculated utilizing the if-converted method which assumes the conversion non-redeemable convertible notes and the line of credit. On December 31, 2025, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and convertible promissory notes of 1,513,424,535 shares as their effect would have been anti-dilutive. On December 31, 2024, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and Series C Stock of 1,167,136,632 shares as their effect would have been anti-dilutive.
STOCK-BASED COMPENSATION
The Company accounts for stock incentive awards issued to employees and non-employees in accordance with 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.
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.
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In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-25-1 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity.
The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosure requirements in ASC 280, Segment Reporting, on an interim and annual basis. The guidance in ASU 2023-07 is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024. The Company adopted this new standard on January 1, 2025 and the adoption did not have a material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements. These amendments are to be applied prospectively, with retrospective application permitted. The Company adopted the new standard on January 1, 2025. Refer to Note 11 for the additional disclosure provided as a result of our adoption of the ASU.
ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 was originally effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.
ASU 2025-01, Income Statement – Expense Disaggregation Disclosures – Clarifying the Effective Date (“ASU 2025-01”), clarifies the effective date of ASU 2024-03. This amendment states that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.
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ASU 2025-05, Financial Instruments-Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-profit Entities (PCC) (“ASU 2025-05”), updates accounting standards for revenue from contracts with customers (ASC 606). ASU 2025-05 permits an entity to assume that current conditions as of the balance sheet date will not change for the remaining life of the asset when estimated expected credit losses, and an accounting policy election to consider subsequent cash-collection activity after the balance sheet date. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024
Sales, Cost of goods sold, Gross profit:
| Year ended December 31, | Change | |||||||||||||||
| 2025 $ | 2024 $ | $ | % | |||||||||||||
| Sales | — | 709,526 | (709,526 | ) | (100 | ) | ||||||||||
| Cost of goods sold | — | 657,718 | (657,718 | ) | (100 | ) | ||||||||||
| Gross profit | — | 51,808 | (51,808 | ) | (100 | ) | ||||||||||
| Gross profit % | — | 7.3 | % | |||||||||||||
In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.
In June, 2025, the Issuer announced it has engaged renowned culinary expert Chef Einat Admony and accomplished executive Vanessa Fayzulin to lead the revitalization of its food service division.
Operating expenses:
| Year ended December 31, | Change | |||||||||||||||
2025 $ | 2024 $ | $ | % | |||||||||||||
| Salaries and benefits | 325,917 | 633,478 | (358,061 | ) | (49 | ) | ||||||||||
| Occupancy expense | 1,288 | 34,520 | (33,232 | ) | (96 | ) | ||||||||||
| Advertising and travel | 760 | (25,229 | ) | 25,989 | (103 | ) | ||||||||||
| Auto expenses | 984 | 16,167 | (15,183 | ) | (94 | ) | ||||||||||
| Consulting | 145,253 | 309,650 | (113,897 | ) | (53 | ) | ||||||||||
| Depreciation and Amortization | 8,355 | 11,356 | (3,001 | ) | (26 | ) | ||||||||||
| Bad debt | 6,616 | 35,843 | (29,227 | ) | (82 | ) | ||||||||||
| Office and general expenses | 137,964 | 62,348 | 75,616 | 121 | ||||||||||||
| Professional fees | 430,189 | 131,067 | 299,122 | 228 | ||||||||||||
| Freight and delivery | — | 7,945 | (7,945 | ) | (100 | ) | ||||||||||
| Total operating expenses | 1,057,326 | 1,217,145 | (159,819 | ) | (13 | ) | ||||||||||
Our total operating expenses for the year ended December 31, 2025 was $1,057,326, compared to $1,217,145, for the year ended December 31, 2024, respectively. The decrease in total operating expense is primarily due to decrease in salaries and benefits, consulting, offset by an increase in professional fees.
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Salaries and benefits for the year ended December 31, 2025 and 2024, comprise primarily compensation of our officers and directors of $325,917 and of salary to Nadav Elituv, our former Chief Executive Officer, of $600,000, respectively.
During the year ended December 31, 2025, consulting expenses of $145,253 consisted of costs related to the development of new businesses and bookkeeping services.
During the year ended December 31, 2024, consulting comprises primarily of (i) $210,182 for consulting fees payable under a consulting agreement with 2130555 Ontario Limited, a Company controlled by Nadav Elituv and (ii) $99,468 paid to contractors to manage our grocery business.
Professional fees increased in 2025 due to an increase in legal fees from compliance and the review of proposed transactions and debt agreements.
On January 1, 2024, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000 per month for services for the period from January 1, 2024 to December 31, 2024.
Other income (expense):
| Year ended December 31, | Change | |||||||||||||||
2025 $ | 2024 $ | $ | % | |||||||||||||
| Amortization of debt discount and interest expense | (386,530 | ) | (174,898 | ) | (211,632 | ) | 121 | |||||||||
| Loss on settlement of non-redeemable convertible notes and promissory notes | 1,177,540 | (1,093,735 | ) | 2,271,275 | (208 | ) | ||||||||||
| Initial derivative expense | (353,207 | ) | — | (353,207 | ) | — | ||||||||||
| Change in fair value of derivative liability | 134,669 | — | 134,669 | — | ||||||||||||
| Total other income (expenses) | 572,472 | (1,268,633 | ) | 1,841,105 | (145 | ) | ||||||||||
Amortization of debt discount and interest expense for the year ended December 31, 2025 was $386,530, compared to $174,898 for the year ended December 31, 2024. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.
During the year ended December 31, 2025 and 2024, the Company elected to convert $0 and $405,495 of principal and interest of a non-redeemable convertible note into 0 and 4,054,949,100 shares of common stock of the Company resulting in a loss on settlement of debt of $0 and $641,562, respectively.
During the year ended December 31, 2025 and 2024, the Company elected to convert $516,304 and $1,628,843 of principal and interest of promissory notes into 224,257,560 and 0 shares of common stock of the Company resulting in a loss on settlement of debt of $17,181 and $0, respectively.
During the year ended December 31, 2025 and 2024, the Company elected to convert $1,836,000 and $0 of principal and interest of promissory notes into 500,000,000 and 0 shares of common stock of the Company resulting in a gain on settlement of debt of $1,236,000 and $0, respectively.
During the year ended December 31, 2025 and 2024, the Company elected to convert $99,015 and $0 of principal and interest of convertible promissory notes into 138,019,999 and 0 shares of common stock of the Company resulting in a loss on settlement of debt of $41,279 and $0, respectively.
On December 30, 2024, the Company exchanged promissory notes, accrued and other liabilities with a carrying value of $1,628,843 for new promissory notes with principal of $2,081,016 resulting in loss on settlement of promissory notes of $452,173.
| 13 |
Initial derivative expense of $353,207 for the year ended December 31, 2025 represents the difference between the fair value of the total embedded derivative liability of $596,207 and the cash received of $243,000 for convertible note issued on April 16, 2025, November 13, 2025 and December 2, 2025.
During the year ended December 31, 2025 and 2024, the gain due to the change in fair value of derivative liabilities was $134,669 and $0, respectively.
Net loss for the period:
| Year ended December 31, | Change | |||||||||||||||
2025 $ | 2024 $ | $ | % | |||||||||||||
| Net loss for the period | (484,854 | ) | (2,433,970 | ) | 1,949,116 | (80 | ) | |||||||||
Our net loss for the year ended December 31, 2025 was $484,854, compared to $2,433,970 for the year ended December 31, 2024, respectively. Our losses during the year ended December 31, 2025 and 2024 are primarily due to costs associated with compensation to our officers and directors, professional fees, interest and derivative expense.
QUARTERLY RESULTS OF OPERATIONS
The following is a summary of selected quarterly information that has been derived from the financial statements of the Company. This summary should be read in conjunction with the consolidated financial statements of the Company.
| Quarter Ended | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | ||||||||||||||||||||||||
| Sales | $ | — | $ | — | $ | — | $ | — | $ | 140,258 | $ | 179,502 | $ | 226,289 | $ | 163,477 | ||||||||||||||||
| Gross profit | $ | — | $ | — | $ | — | $ | — | ($ | 34,216 | ) | $ | 26,025 | $ | 45,010 | $ | 14,989 | |||||||||||||||
| Operating expenses | $ | (332,678 | ) | $ | (259,977 | ) | $ | (207,602 | ) | $ | (257,069 | ) | $ | (299,791 | ) | $ | (300,665 | ) | $ | (311,499 | ) | $ | (305,190 | ) | ||||||||
| Other income (expense) | $ | 930,910 | $ | (156,359 | ) | $ | (128,716 | ) | $ | (73,363 | ) | $ | (489,659 | ) | $ | (58,477 | ) | $ | (228,552 | ) | $ | (491,945 | ) | |||||||||
| Net income (loss) for the period | $ | 598,232 | $ | (416,336 | ) | $ | (336,318 | ) | $ | (330,432 | ) | $ | (823,666 | ) | $ | (333,117 | ) | $ | (495,041 | ) | $ | (782,146 | ) | |||||||||
| Basic and diluted net income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2025
Cash flows used in operating activities
| Year ended December 31, | Change | |||||||||||||||
| 2025 $ | 2024 $ | $ | % | |||||||||||||
| Net cash used in operating activities | (807,887 | ) | (250,503 | ) | (557,384 | ) | 223 | |||||||||
Our net cash used in operating activities for the year ended December 31, 2025 and 2024 is $807,887 and $250,503, respectively. Our net loss for the year ended December 31, 2025 of $484,854, which was the main contributing factor for our negative cash flow. We were able to partially offset the cash used in operating activities with non-cash expenses such as amortization of debt discount and initial derivative expense.
| 14 |
Cash flows used in investing activities
| Year ended December 31, | Change | |||||||||||||||
2025 $ | 2024 $ | $ | % | |||||||||||||
| Net cash used in investing activities | (60,000 | ) | — | (60,000 | ) | — | ||||||||||
Cash flows from financing activities
| Year ended December 31, | Change | |||||||||||||||
2025 $ | 2024 $ | $ | % | |||||||||||||
| Net cash from financing activities | 1,093,686 | 228,750 | 864,936 | 378 | ||||||||||||
Our net cash provided by financing activities for the year ended December 31, 2025 and 2024 is $1,093,686 and $228,750, respectively.
During the year ended December 31, 2025 and 2024, the Company received cash advances from related party of $853,100 and $62,928, respectively. These cash advances earns interest at 8% per annum, is unsecured and is due on demand.
As of December 31, 2025, we had cash of $227,585, working capital (deficiency) of $(2,010,465) and total liabilities of $2,264,701.
Our working capital as of December 31, 2025 and 2024 is as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Current assets | $ | 254,236 | $ | 85,447 | ||||
| Current liabilities | 2,264,701 | 3,665,969 | ||||||
| Working capital (Deficiency) | $ | (2,010,465 | ) | $ | (3,580,522 | ) | ||
The Company is continuing to focus improving cash flows from operations by reducing incentives to customers, by making purchases from different suppliers, accelerating the collection of accounts receivable, reducing expenses, managing accounts payable balances and by paying our officers, directors, consultants and staff with our stock.
The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2025, the Company incurred a net loss of $484,854 and used cash in operating activities of $807,887, and on December 31, 2025, had stockholders’ deficit of $1,946,073 and an accumulated deficit of $95,005,002 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, 2025, contains an explanatory paragraph regarding 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 spend approximately $300,000 in cash for operations, legal, accounting and related services and to implement our business plan. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.
| Cash Required to Implement of Business Plan | ||||
| General and Administration | $ | 300,000 | ||
| Total Estimated Cash Expenditures | $ | 300,000 | ||
| 15 |
We expect to be able to secure additional capital through advances from our Chief Executive Officer in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees, however, we do not have any written or oral agreements with any other third parties which require them to fund our operations. We are currently in discussions with investors for private loans and an equity line of credit. Although there can be no assurances that we will be able to obtain such funds in the future, the Company has been able to secure financing to continue operations since its inception on April 3, 2009. We are currently quoted on OTC Pink.. If we need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.
The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.
Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “TWOH.”
Commitments for future capital expenditures at December 31, 2025 is as follows:
| Payments Due by Period | ||||||||||||||||||||
| Contractual obligations | Total $ | Less than 1 year $ | 1 - 3 years $ | 4 – 5 years $ | After 5 years $ | |||||||||||||||
| Accounts payable and accrued liabilities | 745,029 | 745,029 | — | — | — | |||||||||||||||
| Debt | 1,001,610 | 1,001,610 | — | — | — | |||||||||||||||
| Non-redeemable convertible notes | 120,000 | 120,000 | — | — | — | |||||||||||||||
| Convertible promissory note | 2,598 | 2,598 | ||||||||||||||||||
| Derivative liability | 395,464 | 395,464 | ||||||||||||||||||
| Operating leases(1) | — | — | — | — | — | |||||||||||||||
| Total contractual obligations | 2,264,701 | 2,264,701 | — | — | — | |||||||||||||||
Notes:
| (1) | Leases for retail space, equipment and warehousing is currently month to month. Deliveries are currently outsourced. |
OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS
We expect to be able to secure additional capital through advances from our Chief Executive Officer in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees, however, we do not have any written or oral agreements with any other third parties which require them to fund our operations. We are currently in discussions with investors for private loans and an equity line of credit. Although there can be no assurances that we will be able to obtain such funds in the future, the Company has been able to secure financing to continue operations since its inception on April 3, 2009. We are currently quoted on OTC Pink. If we need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.
Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “TWOH.OB.”
RELATED PARTY TRANSACTIONS
Years ended December 31, 2025 and 2024
| 16 |
Non-redeemable Convertible Notes – Related Party
On September 13, 2018, the Company entered into a Side Letter Agreement (“Original Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10, 2018 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic annual renewal. On June 29, 2021, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.
On December 30, 2024, Jordan Turk and the Company agreed to exchange $43,328 of principal and interest of Original Note for a New Promissory Note with a carrying value of $71,993 (see Note 7) resulting in a loss of extinguishment of $28,665.
Also, on December 30, 2024, Jordan Turk entered into an agreement to assign the remaining outstanding principal and interest of the Original Note with a carrying value of $100,000 to Emil Assentato, the Chief Executive Officer of the Company.
The consolidated statement of operations includes interest expense of $20,000 and $23,888 for the year ended December 31, 2025 and 2024 respectively. On December 31, 2025 and 2024, the carrying amount of the Note is $120,000 (face value of $120,000 less $0 unamortized discount) and $100,000 (face value of $100,000 less $0 unamortized discount), respectively.
Promissory Notes – Related Party
On December 31, 2025 and 2024, $882,632 (comprising of $853,100 of advances and $29,532 of interest) and $0, respectively was due to Emil Assentato, the Company's Chief Executive. During the year ended December 31, 2025, the Company issued total advances for $853,100 comprising $635,000 for cash received and $218,100 of expenses paid on behalf of the Company. This note payable – related party earns interest at 8% per annum, is unsecured and is due on demand.
During the year ended December 31, 2024, the Company issued advances due to related party for $62,928 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $45,278 in cash. On February 26, 2024, the Company issued common stock to settle due to related party with a carrying value of $296,000 (Note 13). On December 30, 2024, the Company issued a New Promissory Note (see Note 7) to settle accrued salary of $1,392,859 due to Nadav Elituv.
Our policy with regard to transactions with related persons or entities is that such transactions must be on terms no less favorable than could be obtained from non-related persons.
The above related party transactions are not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with an independent party. The terms of these transactions were more favorable than would have been attained if the transactions were negotiated at arm's length.
PROPOSED TRANSACTIONS
The Company is not anticipating any transactions.
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
Refer to Note 2 in the consolidated financial statements for the year ended December 31, 2025 for information on accounting policies.
FINANCIAL INSTRUMENTS
The main risks of the Company’s financial instrument are exposed to are credit risk, market risk, foreign exchange risk, and liquidity risk.
Credit risk
The Company’s credit risk is primarily attributable to trade receivables. Trade receivables comprise amounts due from other businesses from the sale of groceries and dry goods. The Company mitigates credit risk through approvals, limits and monitoring. The amounts disclosed in the consolidated balance sheet are net of allowances for expected credit losses, estimated by the Company’s management based on past experience and specific circumstances of the customer. The Company manages credit risk for cash by placing deposits at major Canadian financial institutions.
| 17 |
Market risk
Market risk is the risk that changes in market prices and interest rates will affect the Company’s net earnings or the value of financial instruments. These risks are generally outside the control of the Company. The objective of the Company is to mitigate market risk exposures within acceptable limits, while maximizing returns. The Company’s market risk consists of risks from changes in foreign exchange rates, interest rates and market prices that affect its financial liabilities, financial assets and future transactions.
Refer to Note 2 in the consolidated financial statements for the year ended December 31, 2025 and Note 2 in the consolidated financial statements for the year ended December 31, 2025 for information on market risk.
Foreign Exchange risk
Our revenue is derived from operations in Canada. Our consolidated financial statements are presented in U.S. dollars and our liabilities other than trade payables are primarily due in U.S. dollars. The revenue we earn in Canadian dollars is adversely impacted by the increase in the value of the U.S. dollar relative to the Canadian dollar.
Liquidity risk
Liquidity risk relates to the risk the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The financial liabilities on our consolidated balance sheets consist of accounts payable and accrued liabilities, due to related party, notes payable, convertible notes, net, derivative liabilities, promissory notes, promissory notes – related party and non-redeemable convertible notes, Management monitors cash flow requirements and future cash flow forecasts to ensure it has access to funds through its existing cash and from operations to meet operational and financial obligations
OUTSTANDING SHARE DATA
As of March 31, 2026, the following securities were outstanding:
Common stock: 6,501,509,691 shares
OFF-BALANCE SHEET TRANSACTIONS
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and related notes are included as part of this Annual Report.
| 18 |
TWO HANDS CORPORATION
INDEX
December 31, 2025 and 2024
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID |
F-1 |
| CONSOLIDATED FINANCIAL STATEMENTS | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | F-4 |
| Consolidated Statement of Stockholders' Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| 19 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Two Hands Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Two Hands Corporation (“the Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a net loss and has a stockholders’ deficit, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-1 |
Valuation of Derivative Liabilities
Critical Audit Matter Description
As described in Notes 2 and 9 to the consolidated financial statements, the Company determined that the conversion features of its convertible notes were required to be accounted for as derivative liabilities. The derivative liabilities are recorded at fair value when issued and subsequently re-measured to fair value each reporting period. The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.
How the Critical Audit Matter was Addressed in the Audit
We identified the valuation of derivative liabilities as a critical audit matter because the fair value determination requires significant auditor judgment. Specifically, the derivative liabilities are classified as Level 3 in the fair value hierarchy, with no market-observable inputs available. The binomial option pricing model used to value these instruments relies on highly subjective assumptions, that are difficult to corroborate and have a significant effect on the estimated fair value. These factors required the use of professionals with specialized skill and knowledge in valuation and involved a high degree of auditor judgment.
Our audit procedures consisted of the following, among others:
| § | Testing management’s process for developing the fair value measurement. |
| § | Evaluating the appropriateness of the binomial option pricing model used by the Company to value the derivative liabilities. |
| § | Testing the reasonableness of the assumptions used by the Company in the binomial option pricing model including exercise price, term, expected volatility, and risk-free interest rate. |
| § | Testing the accuracy and completeness of data used by the Company in developing the assumptions used in the binomial option pricing model. |
| § | Developing an independent expectation for comparison to the Company’s estimate which included developing our own binomial option pricing model and assumptions. |
Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the Company’s estimate of fair value and development of our own independent expectation.
/s/ Sadler, Gibb & Associates, LLC
We have served as the Company’s auditor since 2017.
April 10, 2026
| F-2 |
| TWO HANDS CORPORATION |
| CONSOLIDATED BALANCE SHEETS |
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| VAT taxes receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Deposit, More Money Ltd. | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued liabilities - related party | ||||||||
| Note payable - related party | ||||||||
| Notes payable | ||||||||
| Line of credit | ||||||||
| Promissory notes | ||||||||
| Non-redeemable convertible note, net - related party | ||||||||
| Convertible promissory note, net | ||||||||
| Derivative liability | ||||||||
| Operating lease right-of-use liability | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholder's deficit | ||||||||
| Preferred stock; $ par value; shares authorized, issued and outstanding | ||||||||
| Common stock; $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
| The accompanying footnotes are an integral part of these consolidated financial statements. | ||||||||
| F-3 |
| TWO HANDS CORPORATION |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Sales | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Amortization of debt discount and interest expense | ( | ) | ( | ) | ||||
| Gain (loss) on settlement of non-redeemable convertible notes and promissory notes | ( | ) | ||||||
| Initial derivative expense | ( | ) | ||||||
| Change in fair value of derivative liabilities | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total other comprehensive income (loss) | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per common share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| The accompanying footnotes are an integral part of these consolidated financial statements. | ||||||||
| F-4 |
| TWO HANDS CORPORATION |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT |
| For the years ended December 31, 2025 and 2024 |
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Income (Loss) | Deficit | Deficit | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Stock issued for conversion of convertible notes | ||||||||||||||||||||||||
| Stock issued for the settlement of promissory note | ||||||||||||||||||||||||
| Stock issued for the settlement of line of credit | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Income (Loss) | Deficit | Deficit | |||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Stock issued for conversion of non-redeemable convertible notes | ||||||||||||||||||||||||
| Stock issued for settlement of debt - related party | ||||||||||||||||||||||||
| Stock issued for settlement of promissory notes | ||||||||||||||||||||||||
| Stock issued for the conversion of Series C convertible preferred stock | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying footnotes are an integral part of these consolidated financial statements.
| F-5 |
| TWO HANDS CORPORATION |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt | ||||||||
| Amortization of debt discount | ||||||||
| Loss (gain) on settlement of non-redeemable convertible notes and promissory notes | ( | ) | ||||||
| Initial derivative expense | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Change in operating assets and liabilities | ||||||||
| Accounts and taxes receivable | ( | ) | ||||||
| Prepaid expense | ( | ) | ||||||
| Inventory | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Operating lease right-of-use liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Deposit, More Money Ltd. | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flow from financing activities | ||||||||
| Advances | ||||||||
| Repayment of advances | ( | ) | ||||||
| Expenses paid for by related party | ||||||||
| Repayment of advances to related party | ( | ) | ||||||
| Proceeds from line of credit | ||||||||
| Issuance of promissory notes | ||||||||
| Net cash provided by financing activities | ||||||||
| Change in foreign exchange | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of the year | ||||||||
| Cash, end of the year | $ | $ | ||||||
| Cash paid during the period | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Stock issued for conversion of convertible notes | $ | $ | ||||||
| Stock issued for the settlement of promissory note | $ | $ | ||||||
| Stock issued for the settlement of line of credit | $ | $ | ||||||
| Stock issued for settlement of debt - related party | $ | $ | ||||||
| Stock issued to settle non-redeemable convertible notes | $ | $ | ||||||
| Issue of new promissory notes to settle promissory notes, accrued expense and other liabilities | $ | $ | ||||||
The accompanying footnotes are an integral part of these consolidated financial statements.
| F-6 |
Two Hands Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
NOTE 1 - NATURE OF OPERATIONS
Two Hands Corporation (the "Company") was incorporated in the state of Delaware on April 3, 2009 and on July 26, 2016, changed its name from Innovative Product Opportunities Inc. to Two Hands Corporation.
The Two Hands co-parenting application launched on July 2018 and the Two Hands Gone application launched In February 2019. The Company ceased work on these applications in 2021.
The gocart.city online consumer grocery delivery application was released in early June 2020 and Cuore Food Services commenced sale of dry goods and produce to other businesses in July 2020.
In July 2021, the Company made the strategic decision to focus exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services.
| 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. |
On May 1, 2024, the Company entered into an asset sale agreement with a non-related private corporation (“Purchaser”) whereby the Company sold the assets of gocart.city. The sale included the e-commerce site, branding, supporting components of the Grocery Originals store and inventory. The ongoing sales and client bases of gocart.city and Grocery Originals were transferred as part of the asset sale. After May 1, 2024, the Company continued the business of Cuore Food Services.
In June 2025, the Company announced, after fully evaluating the legacy business, the Company is taking steps to reinvigorate it and establish a new pathway in the same business space. The Company will continue to evaluate opportunities both inside and outside the food industry, including, but not limited to, ventures within the digital asset, fintech and gig economy spaces.
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 financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
GOING CONCERN
The Company's financial statements are prepared in
accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and
the liquidation of liabilities in the normal course of business. During the year ended December 31, 2025, the Company incurred a net loss
of $
| F-7 |
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Two Hands Canada Corporation and Meridian Capital Management Inc. All intercompany transactions and balances have been eliminated in consolidation.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE
Trade accounts receivable is recorded at the invoiced amount and do not bear interest. The Company grants credit to its customers with defined payment terms, performs ongoing evaluations of the credit worthiness of its customers and generally does not require collateral. Accounts receivables are carried at their outstanding principal amounts, less an anticipated amount for discounts and an allowance for expected credit losses, which management believes is sufficient to cover potential credit losses based on historical experience and periodic evaluation of the financial condition of the Company's customers. Estimated credit losses consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets.
The allowance for doubtful accounts on December 31,
2025 and 2024 is $
INVENTORY
Inventory consisting of groceries and dry goods are
measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out(“FIFO”) method.
The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location
and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement
of operations. Estimated gross profit rates are used to determine the cost of goods sold in the interim periods, unless physical inventory
counts are performed. Any significant adjustment that results from the reconciliation with physical inventory counts is disclosed. On
December 31, 2025 and 2024, the inventory valuation allowance was $
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
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.
| F-8 |
During the years ended December 31, 2025 and 2024,
the Company had revenue of $
LEASES
Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases.
The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised.
The Company leases an automobile under a non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
DEBT DISCOUNT AND DEBT ISSUANCE COSTS
Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes.
DERIVATIVE LIABILITY
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-25-1 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity.
The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.
| F-9 |
INCOME TAXES
The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Income Taxes. Under the assets and liability method of 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.
Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. Dilutive net loss per share for common stock is calculated utilizing the if-converted method which assumes the conversion non-redeemable convertible notes and the line of credit. On December 31, 2025, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and convertible promissory notes of shares as their effect would have been anti-dilutive. On December 31, 2024, we excluded the common stock issuable upon conversion of non-redeemable convertible notes and Series C Stock of shares as their effect would have been anti-dilutive.
FOREIGN CURRENCY TRANSLATION
The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment of each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in the results of operations.
Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated.
The Company accounts for stock incentive awards issued to employees and non-employees in accordance with 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 payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments.
Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs.
| F-10 |
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2025 on a recurring basis:
| Schedule of fair value assets and liabilities | ||||||||||||
| 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Description | $ | $ | $ | |||||||||
| Derivative liabilities | ||||||||||||
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). Public entities with a reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosure requirements in ASC 280, Segment Reporting, on an interim and annual basis. The guidance in ASU 2023-07 is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024. The Company adopted this new standard on January 1, 2025 and the adoption did not have a material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements. These amendments are to be applied prospectively, with retrospective application permitted. The Company adopted the new standard on December 31, 2025. Refer to Note 11 for the additional disclosure provided as a result of our adoption of the ASU.
ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 was originally effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.
ASU 2025-01, Income Statement – Expense Disaggregation Disclosures – Clarifying the Effective Date (“ASU 2025-01”), clarifies the effective date of ASU 2024-03. This amendment states that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.
ASU 2025-05, Financial Instruments-Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-profit Entities (PCC) (“ASU 2025-05”), updates accounting standards for revenue from contracts with customers (ASC 606). ASU 2025-05 permits an entity to assume that current conditions as of the balance sheet date will not change for the remaining life of the asset when estimated expected credit losses, and an accounting policy election to consider subsequent cash-collection activity after the balance sheet date. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
| F-11 |
NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES
Non-redeemable convertible notes
Non-redeemable convertible notes – related party
| F-12 |
On December 30, 2024, Jordan Turk and the Company
agreed to exchange $
Also, on December 30, 2024, Jordan Turk entered into
an agreement to assign the remaining outstanding principal and interest of the Original Note with a carrying value of $
The consolidated statement of operations includes
amortization of debt discount of $
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 $
Operating leases expense for the year ended December
31, 2025 is $
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 $
On December 30, 2024, the Company and the
Lender agreed to amend (the “Amendment”) to the terms of the Line of Credit. The Amendment cancels the right of the Company,
at its option, to convert outstanding principal and interest into shares of common stock of the Company after twelve months from the first
advance at a conversion price of $0.10 per share. The Amendment grants the right of the Lender, at its option, to convert outstanding
principal or interest into shares of common stock of the Company at a conversion price of $
On April 14, 2025, the Lender elected to convert $
As of December 31, 2025 and 2024, the Line
of Credit of $
NOTE 6 – NOTES PAYABLE
As of December 31, 2025 and 2024, notes payable due
to Piero Manzini and Nadav Elituv, the former CEO of the Company, totaling $
NOTE 7 – PROMISSORY NOTES
As of December 31, 2025 and 2024, promissory notes
of $
| F-13 |
On October 20, 2025, the Company agreed to convert
$
On September 19, 2025, the Company agreed to convert
$
On August 22, 2025, the Company agreed to convert
$
On September 9, 2024, the Company issued promissory
notes with principal of $
During the year ended December 31, 2024, the Company
elected to settle $
On December 30, 2024, the Company exchanged Promissory
Notes comprising principal and interest of $
On December 30, 2024, Jordan Turk and the Company
agreed to exchange $
On December 30, 2024, Jordan Turk and the Company
agreed to exchange $
On December 30, 2024, the Company agreed to settle
accrued liabilities due to Nadav Elituv, the Company's former Chief Executive Officer, totaling $
New Promissory Notes are unsecured, bear interest
of
NOTE 8 – CONVERTIBLE PROMISSORY NOTE, NET
1800 Diagonal Lending LLC
On April 16, 2025, the
Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (“Holder”) relating to the issuance
and sale of a Convertible Note (the “Note”) with an original principal amount of $
| F-14 |
Vanquish Funding Group, Inc.
On November 13, 2025,
the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the
issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $
On December 2, 2025, the
Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance
and sale of a Convertible Note (the “Note”) with an original principal amount of $
NOTE 9 - DERIVATIVE LIABILITY
The Convertible Promissory Notes with 1800 Diagonal Lending LLC and Vanquish Funding Group, Inc. with the issue dates of April 16, 2025, November 13, 2025 and December 2, 2025 is accounted for under ASC 815. The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s derivative liabilities have been measured at fair value using the binomial model.
The inputs into the binomial models are as follows:
| Schedule of derivative liabilities fair value | ||||||||||||||||
December 31, 2025 | December 2, 2025 | November 13, 2025 | April 16, 2025 | |||||||||||||
| Closing share price | $ | $ | $ | $ | ||||||||||||
| Conversion price | $ | $ | $ | $ | ||||||||||||
| Risk free rate | % | % | % | % | ||||||||||||
| Expected volatility | % | % | % | % | ||||||||||||
| Dividend yield | % | % | % | % | ||||||||||||
| Expected life | - years |
years |
years |
years | ||||||||||||
The fair value of the convertible promissory note
derivative liability relating to the Notes issued to 1800 Diagonal Lending LLC and Vanquish Funding Group, Inc. on April 16, 2025, November
13, 2025 December 2, 2025 is $
NOTE 10 – RELATED PARTY TRANSACTIONS
On December 31, 2025 and 2024, $
During the year ended December 31, 2024, the Company
issued advances due to related party for $
| F-15 |
Employment Agreements
On March 17, 2024, the Company executed an employment
agreement for the period from January 1, 2024 to December 31, 2024 with Nadav Elituv, the former Chief Executive Officer of the Company
whereby the Company shall pay an annual salary of $
On January 1, 2024, entered into a consulting agreement
to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $
During the year ended December 31, 2025, compensation
expenses of $
NOTE 11 - INCOME TAXES
A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
| Schedule of reconciliation of provision for income tax expenses | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Net loss before income taxes per consolidated financial statements | $ | ( | ) | $ | ( | ) | ||||||||||
| Income tax rate | % | % | ||||||||||||||
| Income tax recovery | ( | ) | ( | %) | ( | ) | ( | %) | ||||||||
| Non-deductible interest | % | % | ||||||||||||||
| Gain (loss) on settlement of debt | ( | ) | ( | %) | % | |||||||||||
| Initial derivative expense | % | |||||||||||||||
| Change in fair value of derivative expense | ( | ) | ( | %) | ||||||||||||
| Valuation allowance change | % | % | ||||||||||||||
| Income tax expense (recovery) | % | % | ||||||||||||||
The significant component of deferred income tax assets on December 31, 2025 and 2024 is as follows:
| Schedule of significant component of deferred income tax assets | ||||||||
| 2025 | 2024 | |||||||
| Net operating loss carry-forward | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred income tax asset | $ | $ | ||||||
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
As of December 31, 2025 and 2024 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2025 and 2024 and no interest or penalties have been accrued as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions.
For federal income tax purposes, the Tax Cuts and
Jobs Act of 2017 changed Net Operating Loss (“NOL”) rules as follows (i) pre-2018 NOLs can offset
The tax years from 2009 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
NOTE 12 - STOCKHOLDERS' EQUITY
The Company is authorized to issue an aggregate of common shares with a par value of $ per share and shares of preferred stock with a par value of $ per share.
| F-16 |
Preferred Stock
On August 6, 2013, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating two hundred thousand () 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 December 12, 2019, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating one hundred thousand () shares as Series B Convertible
Preferred Stock (“Series B Stock”). After a one year holding period,
On October 7, 2020, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating five thousand () shares as Series C Convertible Preferred
Stock, par value $ per share (“Series C Stock”).
On September 1, 2021, the Company filed a Certificate
of Designation with the Delaware Secretary of State thereby designating two hundred thousand () shares as Series D Convertible
Preferred Stock, par value $ per share (“Series D Stock”).
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 $
On October 4,
2022, the Company filed a Certificate of Designation with the Delaware Secretary of State that had the effect of designating shares
of preferred stock as Series E Convertible Preferred Stock (“Series E Stock”). Series E Stock are non-voting, have a par value
of $
On October 10, 2024, the Company elected to convert shares of Series C Convertible Preferred Stock into shares of common stock of the issuer in accordance with the original terms of the Series C Convertible Preferred Stock.
Common Stock
On April 14, 2025, The Cellular Connection Ltd. elected
to convert $
| F-17 |
On August 22, 2025, the Company agreed to convert
$
On September 19, 2025, the Company agreed to convert
$
On October 20, 2025, the Company agreed to convert
$
From October 23, 2025 to October 27, 2025, the Holder
a promissory convertible note elected to convert shares of common stock of the Company with a fair value of $
During the year ended December 31, 2024, the Company
elected to convert $
During the year ended December 31, 2024, the Company
elected to settle $
On February 26, 2024, the Company agreed to issue
shares of common stock with a fair value of $
On October 10, 2024, the Company elected to convert shares of Series C Convertible Preferred Stock into shares of common stock of the issuer in accordance with the original terms of the Series C Convertible Preferred Stock.
NOTE 13 – COMMITMENTS
On July 14, 2025, the Company entered into a definitive
agreement with More Capital Ltd. The purpose of the definitive agreement is to incorporate a new holding company to operate a confection
brand and operating company The definitive agreement includes conditions precedent for the Company to issue shares of its common
stock to More Capital Ltd. and for the Company to transfer $
On July 28, 2025, the Company entered into a definitive
agreement with More Money Ltd. The purpose of the definitive agreement is to incorporate a new holding company to operate a crypto management
and advisory business. The definitive agreement includes conditions precedent for the Company to issue shares of its common
stock to More Money Ltd. and for the Company to transfer $
At December 31, 2025, the performance has not occurred for either conditions precedent.
NOTE 14 – SUBSEQUENT EVENTS
Vanquish Funding Group, Inc.
On January 16, 2026, the Company
entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale
of a Convertible Note (the “Note”) with an original principal amount of $
| F-18 |
Asset Acquisitions
On January 23, 2026, the Company
entered into an agreement with OnGraph Technologies Limited and/or its affiliates, including DailyLove (collectively “DailyLove”)
whereby DailyLove agreed to provide the Company with (i) a licence in
As of March 31, 2026, the Company
has paid DailyLove $
| F-19 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.
ITEM 9A(T). CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2025. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). As a result of this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2026: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
During the quarter ended December 31, 2025, no director or Section 16 officer
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Insider Trading Policy. We have
Our bylaws state the number of directors of the Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three (3) directors who are expected to hold office until our nest meeting of the shareholders. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.
The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Report:
The names of our director and executive officers as of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
| Name | Age | Position(s) | ||||
| Emil Assentato (1) | 76 | Chief Executive Officer, President, Treasurer, Secretary and Director (Principal Executive Officer) | ||||
| Matthew Stark (1) | 38 |
Chief Financial Officer and Director (Principal Financial and Accounting Officer) | ||||
| Craig Marshak (1) | 64 | Director | ||||
(1) Members of the Audit Committee
Professional Experience
The biographies of each executive officer below contain information regarding the person’s service as an executive officer, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.
A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows:
Emil Assentato, Chief Executive Officer, President, Treasurer, Secretary and Director
Emil Assentato has been the Chief Executive Officer, President, Treasurer, Secretary and a Director of the Company since December 30, 2024. Emil Assentato spent most of his significant career working for Compaigine Financier Tradition, a publicly owned company on the Geneva Exchange under the symbol CFT, in its wholly owned subsidiary Tradition North America, from August 1, 1986 through June 30, 2017. This journey included the following positions within his scope at Tradition: CEO from 1991 through 2014: Chairman 2014 through 2017; President Tradition Government Securities 1994 through 2014: Chairman and CEO of Tradition Securities and Derivatives, Inc, Chairman and CEO from 2008 through 2013: Initiated Tradition’s advance in South America establishing offices in Argentina (1995), Chile(2004), Columbia (2004), Mexico (2004) and briefly in Brazil all in the early 2000’s: Chairman, Standard Credit Group, LLC 2008 through 2013: Director, StreamingEdge, Inc. 2008 through 2014, Inc.: Main Board Executive Compaignie Financier Tradition (CFT) 2002 through 2017. Along the way Mr. Assentato occupied the following positions of which some are still active: Chairman Currency Mountain Holdings Ltd Malta 2010 through present: Chairman Triton Capital Markets Ltd, Malta 2010 through present: Chairman TraderMade Ltd UK 2015-present: FXDD LLC 2002 through 2015 Chairman: Nukkleus, Inc. (Nasdaq: NUKK) 2016 through July 2024, Chairman and CEO of Nukkleus Inc. Notable career accomplishments included the first individual to execute an over-the-counter peer-peer Euro Dollar Future in North America 1982: among the first to execute a peer-peer interest rate swap in 1982: including the above started other desks at the forefront of financial product innovation brokering Lesser Developed Country debt desk 1989: among the first to initiate Credit Derivative Desk in the mid 1990’s. Mr. Assentato was early in recognizing the importance of Crypto as a medium for payment solutions through Nukkleus Inc. and was early in the development of retail FX (FXDD) in 2002: Mr. Assentato holds a Bachelor of Scient degree in Economics with a minor in Philosophy from Hofstra University 1971 and received honorable discharge from the US Navy in 1972.
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Matthew Stark, Chief Financial Officer and Director
Matthew Stark has been the Chief Financial Officer and a Director of the Company since February 25, 2025. Mr. Stark brings 15 years’ experience of accounting and financial reporting within the financial services industry, including foreign exchange trading, FINRA-regulated broker-dealer services, and cross-border payment services. He was employed with FXDD for 12 years, having an instrumental role in all corporate accounting operations, with a heavy focus on the external audits and regulatory requirements of FXDD and their global subsidiaries. Mr. Stark joined Nukkleus, Inc. (Nasdaq: NUKK) in 2022 and currently serves as their Corporate Controller. After receiving his Bachelor's degree in Business Administration in 2010, Mr. Stark graduated from Pace University in 2015 with his Master’s degree in Accounting.
Craig Marshak, Director
Craig Marshak has been a Director of the Company since January 3, 2025. Mr. Marshak has been a Managing Director at Clear Think Capital since joining the firm in March 2021. From 2018 to 2021, he served as Senior Advisor to SHR Ventures LLC, the family office of Stanley Hutton Rumbough, whose grandfather founded E.F. Hutton. During this time, he co-founded Moringa Acquisition, a NASDAQ-listed SPAC, where he serves as Vice Chairman and Co-Founder. Since 2002, Mr. Marshak has been a Principal at Israel Venture Partners (israelventurepartners.com), a platform focused on identifying and investing in Israeli technology and healthcare companies. Mr. Marshak began his investment banking career at Morgan Stanley in the Merchant Banking department before moving to Corporate Finance and Mergers & Acquisitions at Wertheim Schroder and later Schroders in London, England. He went on to establish the London office of Robertson Stephens and, from 1998 to 2001, was Co-Head of the Nomura Technology Merchant Banking Group in London, specializing in high-growth companies in the Israeli and Silicon Valley sectors.
His expertise includes advising on multi-billion-dollar restructuring assignments, such as the privatization of Israel Chemicals from Israeli government ownership, the restructuring of Koor Industries (formerly one of Israel’s largest conglomerates), and the landmark restructuring of Manville Corporation. Mr. Marshak and his team at Schroders led the entirety of the Manville engagement, which was one of the most complex restructurings of its era. Mr. Marshak graduated summa cum laude and Phi Beta Kappa with an A.B. degree from Duke University. He was awarded the Roger Alan Opel Scholarship to the London School of Economics and later earned a J.D. from Harvard Law School.
Family Relationships
There are no family relationships between any of our officers and directors.
Significant Employees
We do not have any significant employees other than our current executive officers named in this Report.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been personally involved in any of the following events during the past ten years:
| ● | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| ● | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| ● | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; | |
| ● | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| ● | being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| ● | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Conflicts of Interest
Investors should be aware of the following potential conflicts of interest:
| ● | None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. |
Board Leadership Structure and the Board’s Role in Risk Oversight
The Board of Directors currently does not have an independent Chairman. Our Chief Executive Officer acts as the Chairman of the Board. The Board determined that in the best interest of the Company the most effective leadership structure at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.
| ● | This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Mr. Assentato’s continuation in the combined role of the Chairman and Chief Executive Officer is in the best interest of the stockholders.
| |
| ● | The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus. |
The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.
Independent Directors
Our Board of Directors has determined that Craig Marshak is an “independent director” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). As of April 11, 2025 our common stock is quoted on the OTC Pinks tier of the OTC Markets.
Committees of the Board
The Board of Directors has the responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board's primary responsibility is to oversee the management of our company and, in so doing, serve the best interests of our company and our stockholders. Our full Board of Directors performs all of the functions normally designated to a Compensation Committee and Nominating Committee.
Audit Committee
The primary function of the Audit Committee is to assist the Board in its oversight responsibilities of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements as they relate to the Company’s financial statements; the qualifications, independence and performance of the Company’s external auditor; the enterprise risk management process; internal control over financial reporting and disclosure controls and procedures; the performance of the Company’s internal audit function; and performing additional duties set out or otherwise delegated to the Audit Committee by the Board.
On October 26, 2021, the Company’s Board of Directors established an Audit Committee and adopted an Audit Committee Charter. The Company’s Board of Directors appointed Emil Assentato, Craig Marshak and Matthew Stark to serve as members of the Audit Committee until the Company’s next annual meeting of shareholders. The Audit Committee does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K.
Procedure of Nominating Directors
There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
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The Board of Directors will consider candidates for director positions that are recommended by any of our stockholders. The recommended candidate should be submitted to us in writing addressed to 141 Piping Rock Road, Locust Valley, New York 11560. The recommendation shall include the following information: name of candidate; address, phone, and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our Board of Directors and stating why the candidate believes that he or she meets the director qualification criteria and would otherwise be a valuable addition to our Board of Directors; a summary of the candidate's work experience for the prior five years and the number of shares of our stock beneficially owned by the candidate.
The Board will evaluate the recommended candidate and will determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the right to change our procedures at any time to comply with the requirements of applicable laws.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide a copy of our Code of Ethics to any person, free of charge, upon written request to Emil Assentato at Two Hands Corporation, 141 Piping Rock Road, Locust Valley, New York 11560.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Emil Assentato, Principal Executive Officer, President, and Director | 2025 | $ | 180,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 180,000 | |||||||||||||||||||
| 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
| Matthew Stark, Chief Financial Officer and Director | 2025 | $ | 50,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 50,000 | |||||||||||||||||||
| 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
| Andrew Kucharchuk, former Chief Financial Officer and Director | 2025 | $ | 9,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 9,000 | |||||||||||||||||||
| 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
| Nadav Elituv, former Principal Executive Officer, President, Chairman and Director | 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| 2024 | $ | 809,038 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 809,038 | ||||||||||||||||||||
| Steven Gryfe, former Chief Financial Officer | 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||
| 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
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No shares of common stock of the Company have been sold by the Officers other than reported on Form 4, Statement of Changes of Beneficial Ownership of Securities, filed with the Securities Exchange Commission and remain in book-entry held by the Company’s transfer agent.
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Outstanding Equity Awards at Fiscal Year-End
On December 31, 2025, there were no unexercised options and no equity incentive plan awards for each name executive officer.
We do not have any qualified or non-qualified defined benefit plans or nonqualified defined contribution plans or other deferred compensation plans. There are no contracts, agreements, plans or arrangements that provide for payment to our named executive officer following or in connection with the resignation, retirement or termination of the named executive officer, a change in control of our Company, or a change in the named executive officer's responsibilities following a change in control.
Employment Agreements
On March 17, 2024, the Company executed an employment agreement for the period from January 1, 2024 to December 31, 2024 with Nadav Elituv, the former Chief Executive Officer of the Company whereby the Company shall pay an annual salary of $600,000 from available funds.
On January 1, 2024, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000 per month for services for the period from January 1, 2024 to December 31, 2024.
During the year ended December 31, 2025, compensation expenses of $325,917 was incurred for the Chief Executive Officer, Chief Financial Officer and a Director.
COMPENSATION OF DIRECTORS
The following table summarizes compensation paid to all of our directors who were not our named executive officers during the fiscal year ended December 31, 2025:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||
| Craig Marshak, Director | $ | 85,500 | $ | — | $ | — | $ | — | $ | 85,500 | ||||||||||
| Daniel Reshef, Director (1) | $ | 10,417 | $ | — | $ | — | $ | — | $ | 10,417 | ||||||||||
| (1) | Dr. Daniel Reshef was appointed a director on May 8, 2025 and resigned November 20, 2025. Dr. Daniel Reshef is a dual Israeli and USA citizen, currently living in the USA, with strong ties to Israel, Israel medical research centers and a vast array of relationships in the global pharmaceutical sector. Dr Reshef’s extensive career with over twenty-five years in drug development encompasses many facets of the pharmaceutical sector, gained through senior management positions at leading companies such as Hoffman La Roche, Genentech, Bristol Myers Squibb, and in his current capacity as the Therapeutic Area Global Head for a major global pharmaceutical company. His scientific experience includes skills in regulatory, medical affairs, drug safety operations and clinical trials epidemiology with leadership experience in early drug development from phase 1 to phase IV, and in multiple therapeutic areas. Dr. Reshef is a board-certified physician, graduate of the Hebrew University and Hadassah Medical School in Jerusalem, and has earned his MPH and PhD in Epidemiology from Johns Hopkins University. |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 2025, Emil Assentato, Matthew Stark, Daniel Reshef and Craig Marshak served as our directors. We do not have a separately standing compensation committee and our board of directors did not perform similar functions as there was no executive compensation paid from our inception on April 3, 2009 through the end of our most recently completed fiscal year ended December 31, 2025. Our board of directors performs the functions of a compensation committee, however as of the date of this Report, the board of directors have not have any set compensation.
During the fiscal year ended December 31, 2025, none of our executive officers:
| · | served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors; |
| · | served as a director of another entity, one of whose executive officers served as a member of our board of directors; or served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 2026, as to shares of our shares of common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our shares of common stock, (2) our named executive officer listed in the summary compensation table, (3) each of our directors and (4) all of our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
| Common Stock | ||||
| Name and Address of Beneficial Owner (1) | Beneficially Owned |
Approximate Percentage of Issued and Outstanding Common Stock(5) | ||
| Emil Assentato (2) | 2,687,372,776 | 41.3% | ||
| Craig Marshak (3) | 0 | 0.00% | ||
| Matthew Stark (4) | 0 | 0.00% | ||
| All Directors and Officers as a Group | 2,687,372,776 | 41.3% | ||
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Notes:
| (1) | Unless otherwise noted, the business address of each of the following is 141 Piping Rock Road, New York, New York, 10560. | |
|
(2) |
Effective December 30, 2024, Emil Assentato was appointed as a member of the Board and as Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of the Company. | |
| (3) | On January 3, 2025, Craig Marshak was appointed as a member of the Board. | |
| (4) | On February 25, 2025, Matthew Stark was appointed as Chief Financial Officer of the Company and as a member of the Board. |
| (5) | Based on 6,501,509,691 shares of common stock outstanding as of March 31, 2026 and shares of common stock that the reporting person has the right to acquire within 60 days from the date thereof. |
Securities Authorized for Issuance Under Equity Compensation Plans
On October 1, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2021 Plan, the Board may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units. to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 200,000,000. At December 31, 2025, there are 0 shares of common stock available under the 2021 Plan.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act and will be governed by the final adjudication of such issue.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Our Policy Concerning Transactions with Related Persons
Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.
We recognize that transactions between us and any of our Directors or Executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of our Company and stockholders.
The Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.
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Transactions
On December 31, 2025 and 2024, $882,632 (comprising of $853,100 of advances and $29,532 of interest) and $0, respectively was due to Emil Assentato, the Company's Chief Executive. During the year ended December 31, 2025, the Company issued total advances for $853,100 comprising $635,000 for cash received and $218,100 of expenses paid on behalf of the Company. This note payable – related party earns interest at 8% per annum, is unsecured and is due on demand.
During the year ended December 31, 2024, the Company issued advances due to related party for $62,928 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $45,278 in cash. On February 26, 2024, the Company issued common stock to settle due to related party with a carrying value of $296,000 (Note 13). On December 30, 2024, the Company issued a New Promissory Note (see Note 7) to settle accrued salary of $1,392,859 due to Nadav Elituv.
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.
Director Independence
Our Board of Directors has determined that Craig Marshak is an “independent director” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). As of the of this Report, our common stock is quoted on the OTC Pinks tier of the OTC Markets.
Indemnification
In accordance with the provisions in our Certificate of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Fees related to services performed by Sadler, Gibb & Associates, LLC for the years ended December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |||||||
| Audit Fees | $ | 77,400 | $ | 76,000 | ||||
| Audit-Related Fees | 0 | 0 | ||||||
| Tax Fees | 0 | 0 | ||||||
| All Other Fees | 0 | 0 | ||||||
| Total | $ | 77,400 | $ | 76,000 | ||||
Pre-Approval Policies
The Board's policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All of the services provided during the fiscal year ended December 31, 2024 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended December 31, 2024.
During the approval process, the Board considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a. The following documents are filed as part of this annual report on Form 10-K:
1. FINANCIAL STATEMENTS
The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets on December 31, 2025 and 2024
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024
Consolidated Statement of Stockholders' Deficit for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
| 29 |
3. EXHIBITS
The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K.
| Incorporated by reference | ||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
| 3.1 | Certificate of Incorporation, dated April 3, 2009 | S-1 | 3.1 | 6/22/2010 | ||
| 3.2 | Bylaws, dated April 3, 2009 | S-1 | 3.2 | 6/22/2010 | ||
| 3.3 | Certificate of Amendment to the Certificate of Incorporation, dated August 8, 2013 | 10-Q | 6/30/2013 | 3.3 | 8/14/2013 | |
| 3.4 | Certificate of Amendment to the Certificate of Incorporation, dated July 27, 2016 | 8-K | 9/1/2016 | 3.1 | 9/1/2016 | |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation, dated August 27, 2018 | 8-K | 9/10/2018 | 3.1 | 9/10/2018 | |
| 3.6 | Certificate of Amendment to the Certificate of Incorporation, dated November 18, 2019 | 8-K | 12/12/2019 | 3.1 | 12/12/2019 | |
| 3.7 | Certificate of Amendment to the Certificate of Incorporation, dated July 16, 2021 | 8-K | 7/16/2021 | 3.1 | 7/22/2021 | |
| 3.8 | Certificate of Amendment to the Certificate of Incorporation, dated January 3, 2022 | 8-K | 1/3/2022 | 3.1 | 1/6/2022 | |
| 3.9 | Certificate of Amendment to the Certificate of Incorporation, As Amended, dated March 21, 2022 |
8-K | 4/25/2022 | 3.1 | 4/26/2022 | |
| 3.10 | Certificate of Amendment to the Certificate of Incorporation, As Amended, filed with the Delaware Secretary of State on August 22, 2023. |
8-K | 9/8/2023 | 3.1 | 9/11/2023 | |
| 4.1 | Specimen Stock Certificate | S-1 | 4.1 | 6/22/2010 | ||
| 4.2 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated August 6, 2013 | 10-Q | 6/30/2013 | 4.2 | 8/14/2013 | |
| 4.3 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated December 12, 2019 | 8-K
|
12/12/2019
|
3.1
|
12/19/2019
| |
| 4.4 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated October 7, 2020 | 8-K | 10/07/2020 | 3.1 | 10/08/2020 | |
| 4.5 | Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated June 24, 2021 | 8-K | 6/24/2021 | 3.1 | 7/1/2021 | |
| 4.6 | Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated September 1, 2021 | 8-K | 9/1/2021 | 3.1 | 9/1/2021 | |
| 4.7 | Amended and Restated Designation of Series A Convertible Preferred Stock of Two Hands Corporation, dated April 21, 2022 | 8-K | 4/21/2022 | 3.1 | 4/26/2022 | |
| 4.8 | Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated July 5, 2022 | 10-Q | 6/30/2022 | 4.8 | 8/15/2022 | |
| 4.9 | Certificate of Designation, Preference and Rights of Series E Preferred Stock, dated October 3, 2022 | 8-K | 10/4/2022 | 3.1 | 10/11/2022 | |
| 10.1 | Innovative Product Opportunities Inc. Trust Agreement | S-1 | 10.1 | 6/22/2010 | ||
| 10.2 | Side Letter Agreement, The Cellular Connection Ltd., dated January 8, 2018 | 10-K | 12/31/2017 | 10.2 | 3/29/2018 | |
| 10.3 | Side Letter Agreement, Stuart Turk, dated January 8, 2018 | 10-K | 12/31/2017 | 10.3 | 3/29/2018 | |
| 10.4 | Side Letter Agreement, Jordan Turk, dated April 12, 2018 | 10-Q | 3/31/2018 | 10.4 | 5/21/2018 | |
| 10.5 | Side Letter Agreement, Jordan Turk, dated May 10, 2018 | 10-Q | 3/31/2018 | 10.5 | 5/21/2018 | |
| 10.6 | Side Letter Agreement, Jordan Turk, dated September 13, 2018 | 10-K | 12/31/2018
|
10.6 | 4/1/2019 | |
| 10.7 | Side Letter Agreement, The Cellular Connection Ltd., dated January 31, 2019 | 10-K | 12/31/2018 | 10.7 | 4/1/2019 | |
| 10.8 | Side Letter Agreement, Stuart Turk, dated January 31, 2019 | 10-K | 12/31/2018 | 10.8 | 4/1/2019 | |
| 19.1 | Insider Trading Policy | 10-K | 12/31/2024 | 19.1 | 4/14/2025 | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data Files as its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Definition | X | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | X | ||||
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
| 30 |
ITEM 16. FORM 10-K SUMMARY. None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TWO HANDS CORPORATION | |
| Dated: April 10, 2026 |
By: /s/ Emil Assentato Name: Emil Assentato Title: President, Chief Executive Officer and Director (Principal Executive Officer) |
|
By: /s/ Matthew Stark Name: Matthew Stark Title: Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the date indicated.
| SIGNATURE | TITLE | DATE |
|
By: /s/ Emil Assentato Emil Assentato |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 10, 2026 |
|
By: /s/ Matthew Stark Matthew Stark |
Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
April 10, 2026 |
|
By: /s/ Craig Marshak Craig Marshak
|
Director |
April 10, 2026
|
| 31 |
EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Emil Assentato, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2025, 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 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 our 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.
April 10, 2026
/s/ Emil Assentato
Emil Assentato
Chief Executive Officer
(Principal Executive Officer)
| 1 |
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Matthew Stark, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2025, 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 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.
5. The registrants other certifying officer(s) and I have disclosed, based on our 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.
April 10, 2026
/s/ Matthew Stark
Matthew Stark
Chief Financial Officer
(Principal Financial and Accounting Officer)
| 1 |
EXHIBIT 32.1
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 Annual Report of Two Hands Corporation (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Emil Assentato, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 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 result of operations of the Company.
April 10, 2026
/s/ Emil Assentato
Emil Assentato
Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been
provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or
its staff upon request.
| 1 |
EXHIBIT 32.2
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 Annual Report of Two Hands Corporation (the “Company”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Matthew Stark, Treasurer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 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 result of operations of the Company.
April 10, 2026
/s/ Matthew Stark
Matthew Stark
Chief Financial Officer
(Principal Financial and Accounting Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been
provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or
its staff upon request.
| 1 |