Two Hands Corporation 2025 Annual Report: Key Highlights and Investor Insights

Executive Summary

Two Hands Corporation (“the Company”) has released its 2025 annual report, outlining significant developments, strategic shifts, financial results, and risks that investors and shareholders must be aware of. The report reveals challenges in financial performance, ongoing operational pivots, and critical liquidity concerns that could impact share value.

Key Points and Potentially Price-Sensitive Information

1. Strategic Business Update and Future Direction

• Business Reinvigoration and Diversification: In June 2025, the Company announced after a full evaluation of its legacy business, a plan to reinvigorate its core operations and establish new pathways, including considering opportunities outside the traditional food industry. Specifically, the Company is exploring ventures within digital assets, fintech, and the gig economy.
  
  This diversification could open new revenue streams or introduce new risks, impacting future share value depending on execution and market reception.
• Ongoing Focus on Canadian Food Market: The Company continues to emphasize expanding its product offering in fresh, natural, and organic foods and aims to increase its geographic reach across Canada. Management believes its value-proposition appeals broadly across demographics, supporting potential for new store growth and increased customer loyalty.

2. Financial Position and Results

• Sales Collapse: Sales for the year ended December 31, 2025 fell to \$0, compared to \$51,808 in 2024. The 100% decline in sales is a major red flag and is directly related to ongoing restructuring and business challenges.
• Net Loss and Going Concern: The Company reported a net loss of \$484,854 for the year ended December 31, 2025, with an accumulated deficit of \$95,005,002 and a stockholders’ deficit of \$1,946,073. These factors have raised “substantial doubt” about the Company’s ability to continue as a going concern, as highlighted by the independent auditor. The financial statements do not include any adjustments that might result if the Company cannot continue as a going concern.
• Liquidity Crisis: Cash flows used in operating activities for 2025 were \$(807,887). The Company had a working capital deficiency of \$(2,010,465) at year-end. The viability of the Company is now highly dependent on its ability to secure additional financing. The Company is currently seeking capital through advances from the CEO, private loans, and an equity line of credit, but there are no firm commitments. If additional funding cannot be secured, the Company may curtail or cease operations.
• Recent Capital Actions: In Q4 2025, the Company issued 139,999 shares of common stock for convertible note conversions (\$155,156 value) and 500,000 shares (\$600,000 value) for settlement of promissory notes. These actions have diluted existing shareholders and reflect ongoing reliance on equity for financing.
• Outstanding Shares: As of March 31, 2026, there were 6,501,509,691 shares of common stock outstanding.
• Stock Price and Trading: The Company’s shares trade on the OTC Pinks under the symbol “TWOH.” As of March 31, 2026, the closing bid price was \$0.0012. Trading remains sporadic and highly illiquid.

3. Debt, Derivatives, and Risk Management

• Debt Conversions: In 2025, the Company converted substantial amounts of promissory notes into equity, resulting in both gains and losses on settlement of debt. For example, conversion of \$1,836,000 in promissory notes to 500 million shares generated a gain of \$1,236,000, while other conversions resulted in losses.
• Derivative Liabilities: The Company’s convertible notes contain embedded derivatives, which are valued using a binomial option pricing model due to the complexity and absence of market-observable inputs. This area was identified as a “critical audit matter” due to the high degree of subjective judgment and complexity involved.
• Financial Risks: The Company faces material risks in credit, market, foreign exchange, and liquidity. Trade receivables are a primary credit risk, and market risk is amplified by exposure to changes in exchange rates (USD/CAD), interest rates, and general market prices. Liquidity risk is acute due to the Company’s inability to generate operating cash flow and reliance on external financing.

4. Other Disclosures

• Legal Proceedings: The Company is not currently a party to any material legal proceedings but acknowledges that litigation, regardless of outcome, can have adverse effects due to costs and management diversion.
• Cybersecurity: The Company recognizes the importance of cybersecurity risk management but does not disclose any material incidents or deficiencies in this report.
• No Dividends: The Company has not paid cash dividends and does not expect to in the foreseeable future.
• Potential Anti-Takeover Measures: The existence of authorized but unissued common and preferred stock enables the Board to potentially frustrate takeover attempts, which may affect shareholder value in the context of M&A activity.
• Not a Shell Company: The Company confirms it is not a shell company under SEC definitions.
• Stock-Based Compensation: The Company continues to use stock to pay officers, directors, and consultants, further diluting shareholders.
• No Off-Balance Sheet Arrangements: The Company confirms no such arrangements exist that would materially affect financial condition.

Shareholder Considerations and Potential Share Price Impact

• Going Concern Risk: The auditor’s “going concern” warning is a critical, price-sensitive disclosure. Historically, such warnings correlate with significant share price volatility or declines.
• Massive Dilution: The Company’s issuance of hundreds of millions of new shares for debt conversion and compensation purposes has already, and will likely continue to, dilute existing shareholders.
• Liquidity Concerns: The Company’s ability to continue operations is highly uncertain and dependent on securing new external financing. The lack of committed capital sources increases risk for equity holders.
• Lack of Revenue: The 100% drop in sales and lack of clear evidence of a turnaround significantly increase the risk profile of the Company.
• Strategic Uncertainty: Management’s plan to explore digital assets, fintech, and gig economy ventures introduces uncertainty, as these industries are highly competitive, regulated, and unpredictable.
• Trading on OTC Pinks: Shares are thinly traded, illiquid, and at extreme penny stock levels, subject to high volatility.

Conclusion

The 2025 annual report for Two Hands Corporation contains several critical disclosures that should be carefully considered by investors. The Company faces serious challenges to its ongoing viability, including a lack of operating revenue, significant net losses and deficits, liquidity crunch, and ongoing dilution from debt conversions and stock compensation. While management is exploring new strategic initiatives, there is no assurance these will be successful. The Company’s ability to continue as a going concern is in substantial doubt, and this is the single most material risk for shareholders.

Investors should closely monitor Company announcements regarding financing, business development, and strategic progress in 2026, as these will be key determinants of future share price movements.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The Company’s shares are subject to significant risk, including the risk of total loss of investment.

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