TWO HANDS Corp (Form: 10-Q, Received: 05/21/2018 13:11:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2018

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

For the transition period from _________ to __________

Commission File Number: 333-167667

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		42-1770123
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
100 Broadview Avenue #300 Toronto Ontario Canada (Address of Principal Executive Offices)		M4M 3H3 (Zip Code)

(416) 357-0399

(Registrant's telephone number, including area code)

N/A

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

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

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

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


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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 21, 2018, the issuer had 451,217,690 shares of its common stock issued and outstanding, par value $0.0001 per share.

TWO HANDS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2018

TABLE OF CONTENTS


PART I		PAGE
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mining Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	Signatures	18

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


TWO HANDS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31, 2018		December 31, 2017


ASSETS				(Unaudited)

Current assets
	Cash			$ 11,398		$ 18,771
	Accounts receivable, net			76,888		--
		Total current assets		88,286		18,771

Property and equipment, net				1,483		1,694

Total assets				$ 89,769		$ 20,465

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
	Accounts payable and accrued liabilities			$ 108,154		$ 251,679
	Convertible notes, net of unamortized debt discount of $64,617 and $0, respectively			441,893		164,763
	Notes payable			60,151		258,995
	Due to related party			23,359		41,734
		Total current liabilities		633,557		717,171

Total liabilities				633,557		717,171

Commitments and Contingencies				--		--

Stockholders’ deficit
	Preferred stock; $0.001 par value; 1,000,000 shares authorized, -0- issued and outstanding			--		--
	Common stock; $0.0001 par value; 3,000,000,000 shares authorized, 451,217,690 and 406,217,690 shares issued and outstanding, respectively			45,122		40,621
	Shares to be issued			690,718		469,218
	Additional paid-in capital			23,585,417		23,247,917
	Accumulated deficit			(24,865,045)		(24,454,462)
	Total stockholders’ deficit			(543,788)		(696,706)

Total liabilities and stockholders’ deficit				$ 89,769		$ 20,465

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


TWO HANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three months ended March 31, 2018	Three months ended March 31, 2017

Sales	$ 170,852	$ -
Cost of sales	--	-
Gross profit	170,852	-

Operating expenses
Bad debts	6,200	--
General and administrative	173,600	127,995
Stock-based compensation - salaries	231,500	375
Total expenses	411,300	128,370
Loss from operations	(240,448)	(128,370)

Other income (loss)
Amortization of debt discount and interest expense	(20,135)	(7,097)
Loss on settlement of debt	(150,000)	--
	(170,135)	(7,097)

Net loss for the period	$ (410,583)	$ (135,467)
Net loss per common shares - basic	$ (0.00)	$ (0.00)

Weighted average number of
common shares outstanding - basic	432,217,690	406,217,690

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


TWO HANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

			For the three months ended March 31, 2018		For the three months ended March 31, 2017
Cash flows from operating activities
	Net loss for the period			$ (410,583)		$ (135,467)
	Adjustments to reconcile net loss to cash (used in) provided by operating activities
		Depreciation and amortization		211		--
		Bad debt		6,200		--
		Stock based compensation		231,500		375
		Amortization of debt discount		20,135		7,097
		Loss on settlement of debt		150,000		--
	Change in operating assets and liabilities
		Decrease (increase) in accounts receivable		(83,088)		10,188
		Increase in accounts payable and accrued liabilities		36,477		95,304
		Net cash used in operating activities		(49,148)		(22,503)

Cash flow from financing activities
		Advances by related party		19,474		5,439
		Repayment of advances to related party		(37,850)		(4,120)
		Proceeds from notes payable		60,151		20,016
		Net cash provided by financing activities		41,775		21,335

Net change in cash				(7,373)		(1,168)

Cash, beginning of the period				18,771		1,280

Cash, end of the period				$ 11,398		$ 112

Cash paid during the period
		Interest paid		$ --		$ --
		Income tax paid		$ --		$ --
Supplemental disclosure of non-cash investing and financing activities
		Issue of shares to settle convertible notes		$ 152,000		$ --
		Issue of shares to settle accrued liabilities		$ 180,000		$ --
		Issue of convertible notes to settle notes payable		$ 258,995		$ --
		Issue of shares to settle shares to be issued		$ 10,000		$ --

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

TWO HANDS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Two Hands Corporation (formerly Innovative Product Opportunities Inc.) (the "Company") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31.

From inception (April 3, 2009) until June 30, 2014 our business was a product development firm creating products designed, prototyped and produced in numerous industries including consumer and household goods, office products, furniture, and toys

On March 1, 2012 the Company entered into a license agreement with Szar International, Inc. (dba Cigar & Spirits Magazine) (“Cigar & Spirits”). The agreement granted the Company the right to market the products of Cigar & Spirits including but not limited to the sales, promotion, and advertising vehicles of the Magazine. On July 8, 2013, The Company received written notice that Cigar & Spirits will cancel the license agreement on August 1, 2013.

Since July 1, 2014, our business is a research and product development firm. Over the past few years we have specialized in computer vision and gesture recognition technologies. We have leveraged our relationship with our product development team of programmers and designers to implement our vision for building a state of the art co-parenting application due to launch in the second quarter of 2018.

The Company is also in the business of working with other independent contractors to build brand awareness campaigns for clients and their products. The Company provides assistance in building brand awareness for the products it sells through its internet website, out-of-home, mobile, online and other media outlets as required. Additionally, the Company develops the creative media to support the client’s media buys. The Company also assists Clients in developing and assisting in matters of developing brand strategies and discussions pertaining thereof. The Company executes and/or oversee the research, planning, pricing, creative development, tracking and deployment of all online and out-of-home advertising projects needed to promote client products and services.

The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Ontario, Canada.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2017 of Two Hands Corporation in our Form 10-K filed on March 29, 2018.

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

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2018 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

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 three months ended March 31, 2018, the Company incurred a net loss of $410,583 and used cash in operating activities of $49,148, and at March 31, 2018, had a stockholders’ deficit of $543,788. 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 will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Office and others, and the use of equity to pay some operating expenses. The Company's officers and directors have committed to advancing certain operating costs of the Company.

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation.

USE OF ESTIMATES AND ASSUMPTIONS

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

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

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

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

Computer equipment

50% declining balance

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.

INCOME TAXES

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

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. At March 31, 2018 and December 31, 2017, we excluded the common stock issuable upon conversion of convertible promissory notes of 3,335,502,947 shares and 206,301,000 shares, respectively, as their effect would have been anti-dilutive.

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

STOCK-BASED COMPENSATION

The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period.

The Company also grants awards to non-employees and determines the fair value of such stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed.

The Company has not adopted a stock option plan and has not granted any stock options.

COMPREHENSIVE INCOME (LOSS)

The Company has adopted ASC Topic 220 - Comprehensive Income, which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, Topic 220 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is displayed in the statement of stockholders' deficit and in the balance sheet as a component of stockholders' deficit.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments such as cash, accounts and sundry receivable, accounts payable and accrued liabilities, 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.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In addition, during 2016 the FASB has issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09, and ASU 2016-11, which rescinds certain SEC guidance effective upon an entity’s adoption of ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company adopted ASU 2014-09 in the first quarter of fiscal 2018 under the modified retrospective approach. ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in the Company’s condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not anticipate a material impact to its condensed consolidated financial statements on adopting ASU 2016-02. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date.

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.

NOTE 3 – CONVERTIBLE NOTES

On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable issued to The Cellular Connection Ltd. during the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. The issue price of the Note is $42,189 with a face value of $54,193 and the Note has a maturity date of December 31, 2014. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.40 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. On June 20 and 26, 2014 the Company elected to convert $5,500 of principal into 13,750 shares of the Company's common stock. In accordance with the original terms of the Side Letter Agreement, the convertible note was renewed on January 1, 2015, the face value increased by 20% and the maturity date was extended to December 31, 2015. From January 1 to December 31, 2015, the Company elected to convert $31,932 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 159,660 shares of common stock of the Company at a fixed conversion price of $0.20 per share. In accordance with the original terms of the Side Letter Agreement, the convertible note was renewed on January 1, 2016, the face value increased by 20% and the maturity date was extended to December 31, 2016. On March 21, 2016 the Company elected to convert $16,750 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 83,750 shares of common stock of the Company at a fixed conversion price of $0.20 per share. On September 1, 2016 the Company elected to convert $2,000 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company at a fixed conversion price of $0.0001 per share. In accordance with the original terms of the Side Letter Agreement, the convertible note was renewed on January 1, 2017, the face value increased by 20% and the maturity date was extended to December 31, 2017. In accordance with the original terms of the Side Letter Agreement, the convertible note was renewed on January 1, 2018, the face value increased by 20% and the maturity date was extended to December 31, 2018. On February 7, 2018 the Company elected to convert $2,000 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company at a fixed conversion price of $0.0001 per share. This conversion resulted in a loss on debt settlement of $150,000 due to the requirement to record the share issuance at fair value on the date the shares were issued (February 7, 2018). The condensed consolidated statement of operations includes interest expense of $772 and $644 for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017 the carrying amount of the Note is $14,432 (face value of $16,792 less $2,360 unamortized discount) and $15,660 (face value of $15,660 less $0 unamortized discount), respectively.

On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). In addition on September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and maturity date of December 31, 2017. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The modification of the Note has been accounted for as debt extinguishment and the issuance of a new debt instrument. Accordingly, in connection with extinguishment of the original debt, the Company recognized a $207,764 gain with a related party as an increase in additional paid-in capital in the condensed consolidated statement of equity. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On September 1, 2016 the Company elected to convert $60,000 of principal and interest of the convertible note due to DC Design into 20,000,000 shares of common stock of the Company at a fixed conversion price of $0.003 per share. In accordance with the original terms of the Side Letter Agreement, the convertible note was renewed on January 1, 2018, the face value increased by 20% and the maturity date was extended to December 31, 2018. The condensed consolidated statement of operations includes interest expense of $7,353 and $6,453 for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017 the carrying amount of the Note is $156,456 (face value of $178,923 less $22,467 unamortized discount) and $149,103 (face value of $149,103 less $0 unamortized discount), respectively.

On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with The Cellular Connection Ltd., to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $14,930 issued by the Company during the period of June 2014 and December 2017. The issue price of the Note is $14,930 with a face value of $17,916 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $693 and $0 for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017 the carrying amount of the Note is $15,622 (face value of $17,916 less $2,294 unamortized discount) and $0, respectively.

On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017. The issue price of the Note is $244,065 with a face value of $292,878 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full. The condensed consolidated statement of operations includes interest expense of $11,317 and $0 for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017 the carrying amount of the Note is $255,383 (face value of $292,879 less $37,496 unamortized discount) and $0, respectively.

NOTE 4 – NOTES PAYABLE

As of March 31, 2018 and December 31, 2017 notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $60,151 and $258,995, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of March 31, 2018 and December 31, 2017 advances of $23,359 and $41,734, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

Employment Agreements

On July 1, 2016, the Company executed an employment agreement for the period from July 1, 2016 to June 30, 2017 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 7,500 shares of Common Stock of the Company with a fair value of $1,500 ($0.20 per share) and an annual salary of $360,000 payable monthly on the first day of each month from available funds.

On July 1, 2017, the Company executed an employment agreement for the period from July 1, 2017 to June 30, 2018 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 10,000,000 shares of Common Stock of the Company with a fair value of $926,000 ($0.0926 per share).

Stock-based compensation – salaries expense related to these employment agreements for the three months ended March 31, 2018 and 2017 is $231,500 and $375, respectively. Stock-based compensation – salaries expense is recognized ratably over the requisite service period.

NOTE 6 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. No preferred shares have been issued.

On February 7, 2018 the Company elected to convert $2,000 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company valued at $152,000 ($0.0076 per share) at a fixed conversion price of $0.0001 per share. The conversion resulted in a loss on settlement of debt of $150,000.

On February 7, 2018, the Company issued 25,000,000 shares of common stock valued at $190,000 ($0.0076 per share) to settle accrued liabilities for salary of $180,000 and shares to be issued of $10,000 due to the Nadav Elituv, the Chief Executive Officer of the Company.

Shares to be issued

As at March 31, 2018 and December 31, 2017, the Company had total shares to be issued of 6,215,302 shares of common stock and 5,031,092 shares of common stock, respectively, for stock-based compensation –salaries (see Note 5).

NOTE 7 – CONCENTRATION RISK

The company is subject to risk of non-payment on its trade accounts receivable. For the three months ended March 31, 2018 and 2017, the company has few customers. One customer represents 100% of the total outstanding accounts receivable and one customer represents 100% of total sales. Management consistently monitors its client credit terms with customers to reduce credit risk exposure.

NOTE 8 – SUBSEQUENT EVENTS

On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordon Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $45,000 issued by the Company during the period of March 19, 2018 to April 12, 2018. The issue price of the Note is $45,000 with a face value of $54,000 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full.

On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordon Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. The issue price of the Note is $35,000 with a face value of $42,000 and the Note has a maturity date of December 31, 2018. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2019. The outstanding face value of the Note shall increase by another 20% on January 1, 2020 and again on each one year anniversary of the Note until the Note has been paid in full.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on March 29, 2018, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Form 10-K filed on March 29, 2018.

BUSINESS OVERVIEW

Two Hands Corporation (formerly Innovative Product Opportunities Inc.) (the "Company") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31.

The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Ontario, Canada.

MANAGEMENT'S STRATEGIC VISION

We strive to create a complete co-parenting solution. It is our ultimate goal to improve the lives of families especially the lives of children that are affected by a divorce.

“Two Hands” is the product of years of searching for the ideal solution that will reduce the stress and worries of co-parenting. Our application fulfills our mission and vision that focuses on organization and communication to improve family relationships despite a divorce.

We would like to be recognized as the company that improves family relationships and improved organization and communication between family members.

Our mission is to equip parents with the best tools to be able to communicate with each other in a divorced or separated household. “Two Hands App” began as an idea to help ease the worries of parents when it comes to co-parenting after a divorce or a separation.

A personal experience has led the creator of the app to come up with a better solution that uses the internet foremost to provide better communication and organization between divorced parties.

After years of collaborating with fellow parents and co-parents, and through the help of our designers and programmers, “Two Hands App” was conceived. It has all the important features that any parent, co-parent or caregiver would ever need to deal with any kind of activity concerning children. “Two Hands App” focuses on reducing the stress of parents and their children.

“Two Hands App” is accessed primarily through the internet which makes it easier to connect to people and manage one or two households at the same time. We have made it possible for the application to be accessed from all kinds of devices and have made it easier to understand even for someone who is not tech savvy.

“Two Hands App” is under development. Our team of designers and developers understand that along with constant changes in technology, the lives of families and children are also changing as well. There is no doubt that we keep abreast with life’s constant changes to provide the best service for co-parents everywhere.

We plan to launch our application in the second quarter of 2018.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017.

REVENUES

Our revenue for the three months ended March 31, 2018 was $170,852, compared to $0 for the three months ended March 31, 2017. The increase in revenue was due to services provided for brand awareness campaigns for clients and their products. During the three months ended March 31, 2018, 100% of revenue was earned from one customer.

COSTS OF GOODS SOLD

Our cost of sales for the three months ended March 31, 2018 and March 31, 2017was $0.

OPERATING EXPENSES

Our general and administrative expense for the three months ended March 31, 2018 was $173,600, compared to $127,995 for the three months ended March 31, 2017, respectively. The increase in general and administrative expense is primarily due to an increase in consulting, investor relations, professional and travel. Our bad debt expenses for the three months ended March 31, 2018 was $6,200 compared to $0 for the three months ended March 31, 2017. During the three months ended March 31, 2018, CEO salary expense of $231,500 for 2,500,000 shares of common stock to be issued of the Company was recorded. During the three months ended March 31, 2017, CEO salary expense of $375 for 1,875 shares of common stock to be issued of the Company was recorded.

OTHER INCOME (EXPENSE)

Interest expense for the three months ended March 31, 2018 was $20,135, compared to $7,097 for the three months ended March 31, 2017. The increase in interest expense is primarily due to the issuance of two convertible notes on January 8, 2018 with a total issue price of $258,995.

On February 7, 2018 the Company elected to convert $2,000 of principal and interest of a convertible note into 20,000,000 shares of common stock of the Company resulting in a loss on settlement of debt of $150,000.

NET INCOME/LOSS

Our net loss for the three months ended March 31, 2018 was $410,583, compared to $135,467 for the three months ended March 31, 2017, respectively. Our losses during the three months ended March 31, 2018 and 2017 are due to costs associated with professional fees, our transfer agent, investor relations, stock-based compensation for services and loss on settlement of debt.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

As of March 31, 2018, we had cash of $11,398 and total liabilities of $633,567. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer, shareholders and others.

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 three months ended March 31, 2018, the Company incurred a net loss of $410,583 and used cash in operating activities of $49,148, and at March 31, 2018, had a stockholders’ deficit of $543,788. 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 ending December 31, 2017, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

Over the next 12 months we expect to expend approximately $50,000 in cash for legal, accounting and related services and an additional $150,000 in cash 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.

We expect to be able to secure capital through advances from our Chief Executive Officer, note holders, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will 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.

OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS

We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. We expect that we will be required to raise an additional $200,000 in cash by issuing new debt or equity for operating costs in order to implement our business plan in the next twelve months. The funds are loaned to the Company as required to pay amounts owed by the Company. As such, our operating capital is currently limited to the personal resources of our Chief Executive Officer, note holders, shareholders and others. The loans from our Chief Executive Officer, note holders, shareholders and others are unsecured and non-interest bearing and have no set terms of repayment. Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “TWOH.OB.”

OFF-BALANCE SHEET TRANSACTIONS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2018, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

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

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

During the quarter ended March 31, 2018, we did not have any unregistered sales of equity securities.

On February 7, 2018, the Company issued 25,000,000 shares of common stock valued at $190,000 ($0.0076 per share) to settled accrued liabilities for salary of $180,000 and share to be issued of $10,000 due to the Nadav Elituv, the Chief Executive Officer of the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the quarter ended March 31, 2018, we did not have any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS


			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation, dated April 3, 2009	(i)	S-1		3.1	6/22/2010
3.2	Bylaws, dated April 3, 2009	(ii)	S-1		3.2	6/22/2010
3.3	Certificate of Amendment to the Certificate of Incorporation, dated August 8, 2013	(iii)	10-Q		3.3	8/14/2013
4.1	Specimen Stock Certificate	(iv)	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		4.2	8/14/2013
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		10.2	3/29/2018
10.3	Side Letter Agreement, Stuart Turk, dated January 8, 2018		10-K		10.3	3/29/2018
10.4	Side Letter Agreement, Jordan Turk, dated April 12, 2018	X	10-Q		10.4	5/21/2018
10.5	Side Letter Agreement, Jordan Turk, dated May 10, 2018	X	10-Q		10.5	5/21/2018
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	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

SIGNATURES

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



	TWO HANDS CORPORATION


May 21, 2018	By: /s/ Nadav Elituv Nadav Elituv, President (Principal Executive Officer), Principal Financial Officer and Director

April 12, 2018

Re: Side Letter Agreement regarding the Promissory Notes by and between Two Hands

Corporation (hereinafter the "Company") and Jordan Turk.

Dear Sirs:

This Side Letter Agreement ("Agreement") entered into on the date of this

letter, by and between the Company and Jordan Turk will serve to amend and add

certain terms to the Promissory Notes issued by Two Hands Corporation (the "Note”)

for cash advanced to the Company of $20,000 and $25,000 by Jordan Turk on March

19, 2018 and April 12, 2018, respectively. Totalling ($45,000).

Capitalized terms used herein which are not otherwise defined shall have the same

meaning as those given to them in the Note.

For good and valuable consideration, both parties agree that the Note will

be amended as follows:

CONVERTIBLE SECURED PROMISSORY NOTE

ISSUE AMOUNT U.S. $45,000

FACE AMOUNT U.S. $54,000

INTEREST RATE 20% per year

ISSUANCE DATE April 12, 2018

FOR VALUE RECEIVED, Two Hands Corporation, a Delaware corporation (the "Company"),

hereby promises to pay Jordan Turk (the "Holder"), the Face Amount, subject to

further adjustment as described below, in such amounts, at such times and on such

terms and conditions as are specified herein (this "Note").

Article 1. Advancement and Fees

The Company agrees to pay The Holder the sum of Fifty Four Thousand Dollars and

Zero Cents ($54,000.00) upon the issuance of this Note for advancements made by

the Holder.

Article 2. Maturity

The Face Amount of this Note is payable December 31, 2018 (the "Maturity Date").

The Maturity Date of any outstanding Face Amount due on January 1, 2019 will be

extended by one year. The Maturity Date of any outstanding Face Amount due on

January 1, 2020 will be extended by another one year and again on each one year

anniversary until the Note has been paid in full.

Notwithstanding any provision to the contrary in this Note, the Company may

pay in full to the Holder the Face Amount, or any balance remaining thereof,

in readily available funds at any time and from time to time without penalty

("Prepayment").

Article 3. Interest

The outstanding Face Amount of the Note shall increase by 20% on

January 1, 2019. The outstanding Face Amount of the Note shall increase by

another 20% on January 1, 2020 and again on each one year anniversary of

until the Note has been paid in full.

Article 4. Collateral

The Holder may elect to secure a portion of the Company's assets not to

exceed 200% of the Face Amount of the Note, including, but not limited to,

accounts receivable, cash, marketable securities, equipment, building, land

or inventory (the "Collateral").

Article 5. Defaults and Remedies

Article 5.1. Events of Default

An "Event of Default" or "Default" occurs if the Company does not pay the

Face Amount of this Note within five (5) business days after the Maturity

Date.

Upon the occurrence of an Event of Default, the Holder may:

* Transfer any or all of the Collateral into its name, or into the name of

its nominee or nominees;

* Exercise all corporate rights with respect to the Collateral, including,

without limitation, all rights of conversion, exchange, subscription or any

other rights, privileges or options pertaining to any shares of the Collateral as

if it were the absolute owner thereof, including, but without limitation, the

right to exchange, at its discretion, any or all of the Collateral upon the

merger, consolidation, amalgamation, reorganization, recapitalization or other

readjustment of the Company thereof, or upon the exercise by the Company of any

right, privilege or option pertaining to any of the Collateral, and, in connection

therewith, to deposit and deliver any and all of the Collateral with any

committee, depository, transfer agent, registrar or other designated agent upon

such terms and conditions as it may determine, all without liability except to

account for property actually received by it; and

* Subject to any requirement of applicable law including, for greater

certainty, the Personal Property Security Act (Ontario), sell, assign and

deliver the whole or, from time to time, any part of the Collateral at the

time held by the Holder, at any private sale or at public auction, with or

without demand, advertisement or notice of the time or place of sale or

adjournment thereof or otherwise (all of which are hereby waived, except such

notice as is required by applicable law and cannot be waived), for cash or

credit or for other property for immediate or future delivery, and for such

price or prices and on such terms as the Pledgee in its sole discretion may

determine, or as may be required by applicable law.

Article 5.2 Conversion Privilege

The company shall have the right to convert the Note into shares of the

Company's common stock (the "Common Stock") at any time prior to the

Maturity Date. The number of shares of Common Stock issuable upon the

conversion of the Note shall be determined pursuant to Article 5.3. Any

fractional shares that occur as a result of conversion shall be rounded

up or down, as the case may be, to the nearest whole share.

Article 5.3 Conversion Procedure.

(a) The Residual Amount may be converted, in whole or in part, any time and

from time to time, prior to the Maturity Date. Such conversion shall be

effectuated by the Company, issuing a signed notice of conversion (the

"Notice of Conversion"). The date on which the Notice of Conversion is

effective ("Conversion Date") shall be deemed to be the date on which the

Holder has received from the Company a facsimile or original of the

signed Notice of Conversion. Notwithstanding the above, any Notice of

Conversion received on or after 4:00 P.M. EST shall be deemed to have

Been received the following business day (receipt being via a

confirmation of the time such facsimile to the Holder is received).

(b) Common Stock to be Issued - Upon any conversion of the Note, and upon

receipt by the Holder or its attorney of a facsimile or original of the

Company's signed Notice of Conversion, the Company shall instruct its

transfer agent to issue stock certificates without restrictive legends

or stop transfer instructions, if at that time the aforementioned

registration statement described in Article 5.1 has been declared

effective (or with proper restrictive legends if the registration

statement has not as yet been declared effective), in such denominations

to be specified at conversion representing the number of shares of Common

Stock issuable upon such conversion, as applicable. In the event that

the Note is aged and deemed sellable under Rule 144, the Company

shall, upon a Notice of Conversion, instruct the transfer agent to issue

free trading certificates without restrictive legends, subject to other

applicable securities laws. The Company is responsible for all costs

associated with the issuance of the shares, excluding, but not limited

to, fees associated with the opinion letter, FedEx of the certificates

and any other costs that arise. The Company shall act as registrar and

shall maintain an appropriate ledger containing the necessary information

with respect to the Note. The Company warrants that no instructions,

other than these instructions, have been given or will be given to the

transfer agent and that the Common Stock shall otherwise be freely

resold, except as may be set forth herein or subject to applicable law.

$0.0001

(d) Nothing contained in the Note shall be deemed to establish or require the

payment of interest to the Holder at a rate in excess of the maximum rate

permitted by governing law. In the event that the rate of interest

required to be paid exceeds the maximum rate permitted by governing law,

the rate of interest required to be paid thereunder shall be

automatically reduced to the maximum rate permitted under the governing

law and such excess shall be returned with reasonable promptness by the

Holder to the Company.

(e) It shall be the Company's responsibility to take all necessary actions

and to bear all such costs to issue the Common Stock as provided herein,

including the responsibility for the delivery of an opinion letter to

the transfer agent, if so required. The Holder shall be treated as a

shareholder of record on the date Common Stock is issued to the Holder.

If the Holder shall designate another person as the entity in the name of

which the stock certificates issuable upon conversion of the Note are to

be issued prior to the issuance of such certificates, the Holder shall

provide to the Company evidence that either no tax shall be due and

payable as a result of such transfer or that the applicable tax has been

paid by the Holder or such person. Upon surrender of any Notes that are

to be converted in part, the Company shall issue to the Holder a new Note

equal to the unconverted amount, if so requested in writing by the

Holder.

(f) Within five (5) business days after receipt of the documentation referred

to above in Article 5.2, the Company shall deliver a certificate for the

number of shares of Common Stock issuable upon the conversion. In the

event the Company does not make delivery of the Common Stock as

instructed by the Holder within five (5) business days after the

Conversion Date, then in such event the Company shall pay to the Holder

one percent (1%) in cash of the dollar value of the amount remaining on

the Note after said conversion, compounded daily, per each day after the

fifth (5th) business day following the Conversion Date that the Common

Stock is not delivered to the Holder.

The Company acknowledges that its failure to deliver the Common Stock

within five (5) business days after the Conversion Date will cause the

Holder to suffer damages in an amount that will be difficult to

ascertain. Accordingly, the parties agree that it is appropriate to

include in this Note a provision for liquidated damages. The parties

acknowledge and agree that the liquidated damages provision set forth in

this section represents the parties' good faith effort to quantify such

damages, and, as such, agree that the form and amount of such liquidated

damages are reasonable and will not constitute a penalty. The payment of

liquidated damages shall not relieve the Company from its obligations to

deliver the Common Stock pursuant to the terms of this Note.

(g) The Company shall at all times reserve (or make alternative written

arrangements for reservation or contribution of shares) and have

available all Common Stock necessary to meet conversion of the entire

amount of the Note then outstanding. If, at any time the Company does

not have sufficient authorized but unissued shares of Common Stock (or

alternative shares of Common Stock as may be contributed by stockholders

of the Company) available to effect, in full, a conversion of the Note

(a "Conversion Default," the date of such default being referred to

herein as the "Conversion Default Date"), the Company shall issue to

the Holder all of the shares of Common Stock which are available, and

the Notice of Conversion as to any Note requested to be converted but

not converted (the "Unconverted Note") may be deemed null and void upon

written notice sent by the Company. The Company shall

provide notice of such Conversion Default ("Notice of Conversion

Default") to the Holder, by facsimile within three (3) business days

of such default (with the original delivered by overnight mail or two

day courier), and the Holder shall give notice to the Company by

facsimile within five (5) business days of receipt of the original

Notice of Conversion Default (with the original delivered by overnight

mail or two day courier) of its election to either nullify or confirm

the Notice of Conversion.

The Company acknowledges that its failure to maintain a sufficient

number of authorized but unissued shares of Common Stock to effect, in

full, a conversion of the Note will cause the Holder to suffer damages

in an amount that will be difficult to ascertain. Accordingly, the

parties agree that it is appropriate to include in this Note a provision

for liquidated damages.

(h) If, by the fifth (5th) business day after the Conversion Date of any

portion of the Note to be converted (the "Delivery Date"), the transfer

agent fails for any reason to deliver the Common Stock upon conversion by

the Company and after such Delivery Date, the Holder purchases, in an

open market transaction or otherwise, shares of Common Stock (the

"Covering Shares") solely in order to make delivery in satisfaction of a

sale of Common Stock by the Holder (the "Sold Shares"), which delivery

such Holder anticipated to make using the Common Stock issuable upon

conversion (a "Buy-In"), the Company shall pay to the Holder, in addition

to any other amounts due to the Holder pursuant to this Note, and not in

lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy

In Adjustment Amount" is the amount equal to the excess, if any, of (x)

The Holder's total purchase price (including brokerage commissions, if

any) for the Covering Shares over (y) the net proceeds (after brokerage

commissions, if any) received by the Holder from the sale of the Sold

Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder

in immediately available funds within five (5) business days of written

demand by the Holder. By way of illustration and not in limitation of

the foregoing, if the Holder purchases shares of Common Stock having a

total purchase price (including brokerage commissions) of $11,000 to

cover a Buy-In with respect to shares of Common Stock it sold for net

proceeds of $10,000, the Buy-In Adjustment Amount which the Company

will be required to pay to the Holder will be $1,000.

(i) The Company shall defend, protect, indemnify and hold harmless the

Holder and all of its shareholders, officers, directors, employees,

counsel, and direct or indirect investors and any of the foregoing

person's agents or other representatives (including, without limitation,

those retained in connection with the transactions contemplated by this

Agreement, collectively, the "Article 5.3(i) Indemnitees") from and

against any and all actions, causes of action, suits, claims, losses,

costs, penalties, fees, liabilities and damages, and expenses in

connection therewith (irrespective of whether any such Article 5.3(i)

Indemnitee is a party to the action for which indemnification hereunder

is sought), and including reasonable attorneys' fees and disbursements

(the "Article 5.3(i) Indemnified Liabilities"), incurred by any

Article 5.3(i) Indemnitee as a result of, or arising out of, or

relating to (i) any misrepresentation or breach of any representation

or warranty made by the Company in this Note or any other certificate,

instrument or document contemplated hereby or thereby, (ii) any breach

of any covenant, agreement or obligation of the Company contained in

this Note or any other certificate, instrument, or document contemplated

hereby or thereby, (iii) any cause of action, suit, or claim brought or

made against such Article 5.3(i) Indemnitee by a third party and arising

out of or resulting from the execution, delivery, performance, or

enforcement of the Note or any other certificate, instrument, or document

contemplated hereby or thereby, (iv) any transaction financed or to be

financed in whole or in part, directly or indirectly, with the proceeds

of the issuance of the Common Stock underlying the Note, or (v) the

status of the Holder or holder of the Note as an investor in the Company,

except insofar as any such misrepresentation, breach or any untrue

statement, alleged untrue statement, omission, or alleged omission is

made in reliance upon and in conformity with written information

furnished to the Company by the Holder which is specifically intended

by the Holder to be relied upon by the Company, including for use in

the preparation of any such registration statement, preliminary

prospectus, or prospectus, or is based on illegal trading of the Common

Stock by the Holder. To the extent that the foregoing undertaking by the

Company may be unenforceable for any reason, the Company shall make the

maximum contribution to the payment and satisfaction of each of the

Indemnified Liabilities that is permissible under applicable law. The

indemnity provisions contained herein shall be in addition to any cause

of action or similar rights the Holder may have, and any liabilities the

Holder may be subject to.

(j) Furthermore if the Company elects to convert any portion of the

outstanding balance of the Note(s) into shares of the Company's common

stock it may do so at any time at its sole option. The number of Common

Stock issued may not have the Holder's common stock Holdings exceed 9.9%

of the Company at any time.

Article 6. Mergers

The Company shall not consolidate or merge into, or transfer all or

substantially all of its assets to, any person, unless such person

assumes in writing the obligations of the Company under this Note and

immediately after such transaction no Event of Default exists. Any

reference herein to the Company shall refer to such surviving or

transferee corporation and the obligations of the Company shall terminate

upon such written assumption. Failure to do so will constitute an Event

of Default under this Note and the Holder may immediately seek to take

actions as described under Article 5 of this Note.

Article 7. Notices

Any notices, consents, waivers or other communications required or

permitted to be given under the terms of this Note must be in writing

and will be deemed to have been delivered (i) upon receipt, when

delivered personally, (ii) upon receipt, when sent by facsimile (provided

a confirmation of transmission is mechanically or electronically

generated and kept on file by the sending party), or (iii) one (1) day

after deposit with a nationally recognized overnight delivery service, in

each case properly addressed to the party to receive the same.

Article 8. Time

Where this Note authorizes or requires the payment of money or the

performance of a condition or obligation on a Saturday or Sunday or a

holiday in which the United States Stock Markets ("US Markets") are

closed ("Holiday"), or authorizes or requires the payment of money or the

performance of a condition or obligation within, before or after a period

of time computed from a certain date, and such period of time ends on a

Saturday or a Sunday or a Holiday, such payment may be made or condition

or obligation performed on the next succeeding business day, and if the

period ends at a specified hour, such payment may be made or condition

performed, at or before the same hour of such next succeeding business

day, with the same force and effect as if made or performed in accordance

with the terms of this Note. A "business day" shall mean a day on which

the US Markets are open for a full day or half day of trading.

Article 9. No Assignment

This Note shall not be assigned.

Article 10. Rules of Construction

In this Note, unless the context otherwise requires, words in the

Singular number include the plural, and in the plural include the

singular, and words of the masculine gender include the feminine and the

neuter, and when the tense so indicates, words of the neuter gender may

refer to any gender. The numbers and titles of sections contained in

this Note are inserted for convenience of reference only, and they

neither form a part of this Note nor are they to be used in the

construction or interpretation hereof. Wherever, in this Note, a

determination of the Company is required or allowed, such determination

shall be made by a majority of the Board of Directors of the Company and,

if it is made in good faith, it shall be conclusive and binding upon the

Company and the Holder.

Article 11. Governing Law

The validity, terms, performance and enforcement of this Note shall be

governed and construed by the provisions hereof and in accordance with

the laws of the State of Delaware applicable to agreements that are

negotiated, executed, delivered and performed solely in the State of

Delaware.

Article 12. Waiver

The Holder's delay or failure at any time or times hereafter to require

strict performance by Company of any undertakings, agreements or

covenants shall not waiver, affect, or diminish any right of the Holder

under this Note to demand strict compliance and performance herewith. Any

waiver by the Holder of any Event of Default shall not waive or affect

any other Event of Default, whether such Event of Default is prior or

subsequent thereto and whether of the same or a different type. None of

the undertakings, agreements and covenants of the Company contained in

this Note, and no Event of Default, shall be deemed to have been waived

by the Holder, nor may this Note be amended, changed or modified, unless

such waiver, amendment, change or modification is evidenced by an

instrument in writing specifying such waiver, amendment, change or

modification and signed by the Holder.

Article 13. Senior Obligation

The Company shall cause this Note and all other existing Notes with the

Holder ("Holder's Debt") to be senior in right of payment to all other

indebtedness of the Company.

Article 14. Miscellaneous

(a) All pronouns and any variations thereof used herein shall be deemed to

refer to the masculine, feminine, impersonal, singular or plural, as the

identity of the person or persons may require.

(b) Neither this Note nor any provision hereof shall be waived, modified,

changed, discharged, terminated, revoked or canceled, except by an

instrument in writing signed by the party effecting the same against whom

any change, discharge or termination is sought.

together shall constitute one instrument. Execution and delivery of this

Note by exchange of facsimile copies bearing the facsimile signature of a

party shall constitute a valid and binding execution and delivery of this

Note by such party. Such facsimile copies shall constitute enforceable

original documents.

(d) This Note represents the FINAL AGREEMENT between the Company and the

Holder and may not be contradicted by evidence of prior, contemporaneous,

or subsequent oral agreements of the parties, there are no unwritten oral

agreements among the parties.

(e) The execution, delivery and performance of this Note by the Company and

the consummation by the Company of the transactions contemplated hereby

and thereby will not (i) result in a violation of the Certificate of

Incorporation, any Certificate of Designations, Preferences and Rights of

any outstanding series of preferred stock of the Company or the By-laws,

or (ii) conflict with, or constitute a material default (or an event

which with notice or lapse of time or both would become a material

default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any material agreement, contract,

indenture mortgage, indebtedness or instrument to which the Company or

any of its Subsidiaries is a party, or result in a violation of any law,

rule, regulation, order, judgment or decree, including United States

federal and state securities laws and regulations and the rules and

regulations of the principal securities exchange or trading market on

which the Common Stock is traded or listed (the "Principal Market"),

applicable to the Company or any of its Subsidiaries or by which any

property or asset of the Company or any of its Subsidiaries is bound or

affected.

Any misrepresentations shall be considered a breach of contract and

Default under this Note and the Holder may seek to take actions as

described under Article 5 of this Note.

IN WITNESS WHEREOF, the Company has duly executed this Note as of the Issuance

Date first written above.

Two Hands Corporation

Jordan Turk

________________________________

_____________________________

Name: Nadav Elituv

Name: Jordan Turk

Title: CEO, Two Hands Corporation

May 10, 2018

Re: Side Letter Agreement regarding the Promissory Notes by and between Two Hands

Corporation (hereinafter the "Company") and Jordan Turk.

Dear Sirs:

This Side Letter Agreement ("Agreement") entered into on the date of this letter,

by and between the Company and Jordan Turk will serve to amend and add certain

terms to the Promissory Note issued by Two Hands Corporation (the "Note") for cash

advanced to the Company of $35,000 by Jordan Turk on May 9, 2018. Totalling

($35,000).

Capitalized terms used herein which are not otherwise defined shall have the same

meaning as those given to them in the Note.

For good and valuable consideration, both parties agree that the Note will

be amended as follows:

CONVERTIBLE SECURED PROMISSORY NOTE

ISSUE AMOUNT U.S. $35,000

FACE AMOUNT U.S. $42,000

INTEREST RATE 20% per year

ISSUANCE DATE May 10, 2018

FOR VALUE RECEIVED, Two Hands Corporation, a Delaware corporation (the "Company"),

hereby promises to pay Jordan Turk (the "Holder"), the Face Amount, subject to

further adjustment as described below, in such amounts, at such times and on such

terms and conditions as are specified herein (this "Note").

Article 1. Advancement and Fees

The Company agrees to pay The Holder the sum of Forty Two Thousand Dollars and

Zero Cents ($42,000.00) upon the issuance of this Note for advancements made by

the Holder.

Article 2. Maturity

The Face Amount of this Note is payable December 31, 2018 (the "Maturity

Date"). The Maturity Date of any outstanding Face Amount due on January 1, 2019

will be extended by one year. The Maturity Date of any outstanding Face Amount due

on January 1, 2020 will be extended by another one year and again on each one year