Two Hands Corp Files 2023 Annual Report on Form 10-K

TL;DR

<b>Two Hands Corp has filed its 2023 10-K annual report, detailing financial performance and corporate history.</b>

AI Summary

Two Hands Corp (TWOH) filed a Annual Report (10-K) with the SEC on April 1, 2024. Two Hands Corp filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company was formerly known as Innovative Product Opportunities Inc. before changing its name on September 1, 2016. Two Hands Corp is incorporated in Delaware and operates in the Services-Business Services, NEC sector. The filing includes detailed financial data for preferred stock series A, B, C, D, and E for the fiscal years 2023 and 2022.

Why It Matters

For investors and stakeholders tracking Two Hands Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Two Hands Corp's financial position and operational results for the fiscal year 2023, crucial for investors and stakeholders to assess the company's performance and outlook. The detailed breakdown of preferred stock series and stock modifications offers insight into the company's capital structure and any changes made during the reporting period.

Risk Assessment

Risk Level: low — Two Hands Corp shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial disclosures and does not indicate any immediate or significant risks beyond normal business operations.

Analyst Insight

Review the detailed financial statements and disclosures within the 10-K to understand Two Hands Corp's financial health and strategic direction for the upcoming fiscal year.

Key Numbers

• 20231231 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 20240401 — Filing Date (FILED AS OF DATE)
• 2023-01-01 — Reporting Period Start Date (Reporting Period)
• 2023-12-31 — Reporting Period End Date (Reporting Period)

Key Players & Entities

• Two Hands Corp (company) — COMPANY CONFORMED NAME
• 0001494413 (company) — CENTRAL INDEX KEY
• DE (company) — STATE OF INCORPORATION
• Innovative Product Opportunities Inc. (company) — FORMER COMPANY
• 20160901 (date) — DATE OF NAME CHANGE
• 20100616 (date) — DATE OF NAME CHANGE
• 7389 (industry) — STANDARD INDUSTRIAL CLASSIFICATION
• 416-357-0399 (phone) — BUSINESS PHONE

FAQ

Industry Context

Two Hands Corp operates within the Services-Business Services, NEC sector, indicating a focus on providing various business support services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures to the SEC.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and cash flow trends.
2. Examine any disclosed risk factors or management's discussion and analysis for potential business challenges.
3. Review the capital structure, particularly preferred stock details, to understand equity financing.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-04-01: Filing Date — Date the 10-K report was officially submitted to the SEC.

Year-Over-Year Comparison

This is the 2023 annual report (10-K) filing, following previous filings which would include quarterly reports (10-Q) and potentially prior annual reports.

Key Financial Figures

• $24,351 — ember 31, 2023, the Company had cash of $24,351 and total liabilities of $2,915,781. Du
• $2,915,781 — ash of $24,351 and total liabilities of $2,915,781. During the year ended December 31, 202
• $8,163,662 — 023, the Company incurred a net loss of $8,163,662 and used cash in operating activities o
• $451,932 — nd used cash in operating activities of $451,932, and on December 31, 2023, had a shareh
• $2,797,344 — 1, 2023, had a shareholders' deficit of $2,797,344. The Company is currently funding its i

Filing Documents

• twoh12312023fk.htm (10-K) — 1129KB
• ex311.htm (EX-31) — 16KB
• ex321.htm (EX-32) — 9KB
• 0001262463-24-000041.txt (&nbsp;) — 5332KB
• twoh-20231231.xsd (EX-101.SCH) — 44KB
• twoh-20231231_cal.xml (EX-101.CAL) — 47KB
• twoh-20231231_def.xml (EX-101.DEF) — 205KB
• twoh-20231231_lab.xml (EX-101.LAB) — 352KB
• twoh-20231231_pre.xml (EX-101.PRE) — 304KB
• twoh12312023fk_htm.xml (XML) — 592KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 15 Item 2.

Properties

Properties 15 Item 3.

Legal Proceedings

Legal Proceedings 15 Item 4. Mine Safety Disclosures 15 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16 Item 6. [Reserved] 17 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 26 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A.

Controls and Procedures

Controls and Procedures 27 Item 9B. Other Information 27 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 27 PART III Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11.

Executive Compensation

Executive Compensation 31 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 33 Item 13. Certain Relationships and Related Transactions and Director Independence 34 Item 14. Principal Accountant Fees and Services 35 PART IV Item 15. Exhibits, Financial Statement Schedules 37 Item 16. Form 10-K Summary 38

Signatures

Signatures 38 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-K contains "forward-looking 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. 4 PART I

BUSINESS

ITEM 1. BUSINESS Our Business Overview The Company is focused exclusively on the grocery market through its on-demand branch of its grocery businesses: Cuore Food Services. The branch uses industry standard warehouse storage space and inventory. The Company's inventory is updated continuously and generally consists of produce, meats, pantry items, bakery & pastry goods, gluten-free goods, and organic items, acquired from various different suppliers in Canada and internationally, with whom the Company and its principals have cultivated long-term relationships. 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". Cuore Food Services Cuore Food Services is the Company's wholesale food distribution branch. Cuore Food Services uses inventory from the Company's warehouse as well as inventory it acquires on an ad hoc basis, and focuses on bulk delivery of goods to food service business such as restaurants, hotels, event planning/hosting businesses. Orders distributed through Cuore Food Services can be made over the phone or online through a different front-end of the gocart.city platform. On May 1, 2023, the Company sold its gocarty.city and Grocery Originals branches. The Company continued Cuore Food Services after May 1, 2023. gocart.city gocart.city is the Company's online delivery marketplace, allowing consumers to shop online and have their groceries delivered. The gocart.city online platform stores all inventory in the Company's warehouse located at its head office in Mississauga. The aim of gocart.city is to deliver fresh and high-quality food products directly to retail consumers throughout Southern Ontario. The Company

RISK FACTORS

ITEM 1A. RISK FACTORS. In carrying on with its business, the Company is exposed to a variety of risks, including the risks described elsewhere in this Prospectus. The Company can neither predict nor identify all such risks nor can it accurately predict the impact, if any, of such risks on its business, operations or the extent to which one or more risks or events may materially change future results of financial position from those reported or projected in any forward looking statements. Accordingly, the Company cautions the reader not to rely on reported financial information and forward-looking statements to predict actual future results. This Prospectus and the accompanying financial information should be read in conjunction with this statement concerning risks and uncertainties. Some of the risks, uncertainties and events that may affect the Company, its business, operations, and results, are given in this section. However, the list of risk factors below is not exhaustive and the factors and uncertainties that may impact on the Company are not limited to those stated below. Those listed and other risks not specifically referred to may in the future materially affect the Company's financial performance, and accordingly an investment in the Company at this time involves a high degree of risk, should be considered highly speculative in nature, and should be considered only by those who are able to bear the economic risk of their investment for an indefinite period. 6 The Company's ability to generate revenue and achieve positive cash flow in the future is dependent upon various factors, including the level of market acceptance of its products, the degree of competition encountered by the Company, technology risks, general economic conditions, and regulatory requirements. Moreover, it is also possible that new competitors will enter the marketplace. The Company's future performance depends in part upon attracting and retaining key technical, sales and managemen

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View this 10-K filing on SEC EDGAR