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

3

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

4

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

5

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”) and moved offices to our new California address with Cigar and 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, ourOur 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.

The Two Hands Application launched on July 25, 2018.

In February 2019, we launched, a phone application duecalled “Two Hands Gone” which is available on the Apple App Store and Google Play and allows users to launchsend encrypted messages directly from their phone, combining military-grade security, confidentiality and privacy. We currently offer the application for free and have over 300 registered users. We are exploring way to monetize it.

The Company is also in the fourth quarterbusiness of 2017.   assisting clients in developing brand strategies. The Company executes and/or oversees the research, planning, pricing, creative development, tracking and deployment of all digital advertising projects needed to promote client products and services.

The GoCart online grocery delivery application was released in early June 2020.

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, 20162019 of Two Hands Corporation in our Form 10-K filed on March 31, 2017.27, 2020.

The interim financial statements present the balance sheets, statements of operations, stockholders’ deficit 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 SeptemberJune 30, 20172020 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.

COVID-19

The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the Canada, United States and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these condensed consolidated financial statements as a result of this matter.

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 ninesix months ended SeptemberJune 30, 2017,2020, the Company incurred a net loss of $599,390$3,966,057 and used cash in operating activities of $85,444,$225,425, and at SeptemberJune 30, 2017,2020, had a stockholders’ deficit of $649,729.$2,005,333. 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 asThe Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the Company's ability to continue as a going concern.financing markets. 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 isWe are currently funding its initialour operations by way of loanscash advances from itsour Chief Executive OfficeOfficer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others andto loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the use of equity to pay some operating expenses.  future.

PRINCIPLES OF CONSOLIDATION

The Company's officers and directors have committed to advancing certain operating costsconsolidated financial statements include the accounts of the Company.Company and its wholly owned subsidiary, I8 Interactive Corporation. All intercompany transactions and balances have been eliminated in consolidation.

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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 over a three year useful life

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.

RESEARCH AND DEVELOPMENT COSTS

We incurred research and development costs primarily to the development of Two Hands gone application. Research and development costs are comprised primarily of contract labor and services.

Software development costs are included in research and development and are expensed as incurred. FASB ASC Topic 350 Intangibles—Goodwill and Other requires that software development costs incurred subsequent to reaching technological feasibility be capitalized, if material. If the process of developing a new product or major enhancement does not include a detailed program design, technological feasibility is determined only after completion of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short, and the software development costs qualifying for capitalization have been insignificant. The Company recorded research and development expense of $0 and $0 for the six months ended June 30, 2020 and 2019, respectively.

DEBT DISCOUNT AND DEBT ISSUANCE COSTS

Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes.

DERIVATIVE LIABILITY

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

The Company recognizes revenuesfollows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered,fair value is reclassified to equity. 

The Company utilizes the price is fixed or determinable, and collectionbinomial option pricing model to compute the fair value of the resulting receivablederivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is reasonably assured.  Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue or customer deposits.  The company accrues for sales returns, bad debts, and other allowancesestimated based on itsthe most recent historical experience. Net sales under certain long-term contracts for product design, which may provide for periodic payments, are recognized under the percentage-of-completion method. Estimated cost-at-completion for these contracts are reviewed on a routine periodic basis, and adjustments are made periodicallyperiod of time equal to the estimated cost-at-completion, based on actual costs incurred, progress made, and estimatesremaining contractual term of the costs required to complete the contractual requirements. When the estimated cost-at-completion exceeds the contract value, the contract is written down to its net realizable value, and the loss resulting from cost overruns is immediately recognized.instrument granted.

To properly match net sales with costs, certain contracts may have revenue recognized in excess of billings (unbilled revenues), and other contracts may have billings in excess of net sales recognized (customer deposits). Under long-term contracts, the prerequisites for billing the customer for periodic payments generally involve the Company's achievement of contractually specific, objective milestones.

Revenue for services contracts will be recognized under a proportional performance model if the following criteria are met (i) the arrangement provides for periodic billings as services are provided (ii) the customer receives value as the services are rendered, not just upon the completion of the services and (iii) the customer need not re-perform services that it has already received if it terminates the service contract early and hires another service provider to complete the service deliverable. If these criteria are not met, the Company will recognize revenue on the service contracts using the completed contract method.

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.

7

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 SeptemberJune 30, 20172020 and 2016,2019, we excluded the common stock issuable upon conversion of non-redeemable convertible promissory notes, convertible notes, stock payable and warrants of 206,301,0008,413,211,233 shares and 180,201,0007,137,647,280 shares, respectively, as their effect would have been anti-dilutive.

At June 30, 2020, common stock equivalents exceed authorized shares of common stock of the Company.

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' equity (deficit),deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

STOCK-BASED COMPENSATION

The Company measuresaccounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award and recognizes stock-based compensationaward. Stock-based awards to employees are recognized as an expense over the requisite service period.

The Company also grantsperiod, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees and determinesare expensed over 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 atperiod in which the counterparty's performance is completed.related services are rendered.

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

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.

The Company’s financial instruments such as cash, accounts and sundry receivable, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short termshort-term nature of these financial instruments.

8Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs.

The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2020 on a recurring basis:

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 is currently in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

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 is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.

In March 2016, the FASB issued the ASU 2016-09,Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled.  The ASU also allows for an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and allows for a policy election to account for forfeitures as they occur.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period.  The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

9NOTE 3 – NON-REDEEMABLE 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 an original maturity date of December 31, 2014 which is subject to automatic renewal. 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, 2015. The outstanding face value of the Note shall increase by another 20% on January 1, 2016 and again on each one-year anniversary of the Note until the Note has been paid in full. During the six months ended June 30, 2020, the Company elected to convert $2,252 of principal and interest into 22,524,864 shares of common stock of the Company at a fixed conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $890,986 due to the requirement to record the share issuance at fair value on the date the shares were issued. The condensed consolidated statement of operations includes interest expense of $376 and $1,179 for the six months ended June 30, 2020 and 2019, respectively and $282 and $593 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $0 and $1,878 (face value of $1,878 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”). 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 an original maturity date of December 31, 2017 which is subject to automatic renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $2,736 and $2,274 for the six months ended June 30, 2020 and 2019, respectively and $1,368 and $1,143 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $30,244 (face value of $33,010 less $2,766 unamortized discount) and $27,508 (face value of $27,508 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 an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $2,138 and $1,777 for the six months ended June 30, 2020 and 2019, respectively and $1,081 and $903 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $23,637 (face value of $25,799 less $2,162 unamortized discount) and $21,499 (face value of $21,499 less $0 unamortized discount), 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 an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $34,953 and $29,047 for the six months ended June 30, 2020 and 2019, respectively and $17,477 and $14,604 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $386,407 (face value of $421,744 less $35,337 unamortized discount) and $351,454 (face value of $351,454 less $0 unamortized discount), respectively.

On April 12, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan 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 an original maturity date of December 31, 2018 which is subject to automatic renewal. 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 $6,385 and $5,356 for the six months ended June 30, 2020 and 2019, respectively and $3,192 and $2,693 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $70,585 (face value of $77,040 less $6,455 unamortized discount) and $64,200 (face value of $64,200 less $0 unamortized discount), respectively.

On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan 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 an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $5,012 and $4,165 for the six months ended June 30, 2020 and 2019, respectively and $2,506 and $2,094 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $55,412 (face value of $60,480 less $5,068 unamortized discount) and $50,400 (face value of $50,400 less $0 unamortized discount), respectively.

On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with Jordan Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic renewal. On September 30, 2019, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $5,728 and $4,761 for the six months ended June 30, 2020 and 2019, respectively and $2,864 and $2,393 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $63,329 (face value of $69,120 less $5,791 unamortized discount) and $57,600 (face value of $57,600 less $0 unamortized discount), respectively.

On January 31, 2019, 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 $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018. The issue price of the Note is $106,968 with a face value of $128,362 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $12,766 and $9,608 for the six months ended June 30, 2020 and 2019, respectively and $6,383 and $5,829 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $141,128 (face value of $154,034 less $12,906 unamortized discount) and $128,362 (face value of $128,362 less $0 unamortized discount), respectively.

On January 31, 2019, 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 $20,885 issued by the Company during the period of January 23, 2018 to October 16, 2018. The issue price of the Note is $20,885 with a face value of $25,062 and the Note has an original maturity date of December 31, 2019 which is subject to automatic renewal. On September 30, 2019, the Company and The Cellular Connection Ltd. entered into an Agreement to change the original maturity date of the Note to December 31, 2021. 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, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 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 $2,499 and $1,882 for the six months ended June 30, 2020 and 2019, respectively and $1,250 and $1,141 for the three months ended June 30, 2020 and 2019, respectively. At June 30, 2020 and December 31, 2019, the carrying amount of the Note is $27,562 (face value of $30,075 less $2,513 unamortized discount) and $25,062 (face value of $25,062 less $0 unamortized discount), respectively.

NOTE 4 – NOTES PAYABLE

As of June 30, 2020 and December 31, 2019, notes payable due to Stuart Turk, Jordan Turk and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $81,572 and $48,461, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment. During the six months ended June 30, 2020, notes payable were issued for $108,702 expenses paid on behalf of the Company and $13,579 cash advanced to the Company and notes payable were repaid by the Company with $89,170 of cash.

NOTE 5 – PROMISSORY NOTES

Promissory Note

As of June 30, 2020 and December 31, 2019, a promissory note of $81,983 (principal $76,263 and interest of $5,720) and $78,170 (principal $76,263 and interest of $1,907), respectively, was outstanding. The promissory note bears interest of 10% per annum, is unsecured and matures on December 31, 2021.

Promissory Notes – Related Party

As of June 30, 2020 and December 31, 2019, promissory notes – related party of $185,842 (principal $172,876 and interest of $12,966) and $177,197 (principal $172,876 and interest of $4,321), respectively, were outstanding. The promissory notes – related party bear interest of 10% per annum, are unsecured, mature on December 31, 2021 and are due to Nadav Elituv, the Company's Chief Executive Officer.

NOTE 36 – CONVERTIBLE NOTESNOTE

Firstfire Global Opportunities Fund, LLC

On June 10, 2014,March 1, 2019, the Company agreedentered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, (“Holder”) relating to amendthe issuance and add certain terms to unsecured, non-interestsale of a Senior Convertible Note (the “Note”) with an original principal amount of $200,000 less an original issue discount of $20,000 and transaction costs of $5,000 bearing promissory notes payable on demand issued toa 7% annual interest rate and maturing September 1, 2020 for $175,000 in cash. The Cellular Connection Ltd. issued duringNote and accrued interest, at the period from February 22, 2013 to June 10, 2014 with a total carrying value $42,189. Under the termsoption of the Side Letter Agreement, the issue price of the NoteHolder, is $42,189 with a face value of $54,193 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.40 per share of Company’sconvertible into common stock and a maturity date of December 31, 2014.  The amendment of the terms of the Note resulted in a beneficial conversion feature of $42,189. The beneficial conversion feature of $42,189 is included in additional paid-in capital. The Note allows for the lender to secure a portionshares of the Company assets up to 200% ofat $0.10 per share. After 180 days after the face value ofissue date, the note. On June 20 and 26, 2014 the Company elected to convert $5,500 of principalNote together with any unpaid accrued interest is convertible 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 the Holder’s option at the lessor of (i) $0.10 per share or (ii) a fixedvariable conversion price calculated at 65% of $0.20 per share. In accordance withthe market price defined as the lowest trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original termsprincipal amount plus interest, between 90 days and 120 days at 120% of the Side Letter Agreement,original principal amount plus interest and between 120 days and 180 days at 130% of 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, 2016original principal amount plus interest. Thereafter, the Company electeddoes not have the right of prepayment. During the six months ended June 30, 2020, the Holder converted 2,695,000 shares of common stock of the Company with a fair value of $208,285 to convert $16,750 ofsettle principal and interest of $106,232 ($94,232 of principal and $12,000). The conversions resulted in the settlement of derivative liabilities of $153,668 and a loss on settlement of debt of $48,097. At June 30, 2020 and December 31, 2019, the Note was recorded at amortized cost of $0 and $19,752 (comprised of principal of $94,232 plus accrued interest of $10,284 less debt discount of $84,764), respectively. The Note was fully repaid on March 12, 2020.

Power Up Lending Group Ltd.

On February 3, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $103,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing July 31, 2021 for $100,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible note due to The Cellular Connection Ltd. into 83,750 shares of common stock of the Company at the Holder’s option at a fixedvariable conversion price calculated at 65% of $0.20 per share. the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. At June 30, 2020 and December 31, 2019, the Note was recorded at amortized cost of $5,185 (comprised of principal of $103,000 plus accrued interest of $3,341 less debt discount of $101,156) and $0, respectively.

On September 1, 2016April 14, 2020 the Company electedentered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to convert $2,000 of principalthe issuance and interestsale of a Senior Convertible Note (the “Note”) with an original principal amount of $68,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing October 14, 2021 for $65,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company at the Holder’s option at a fixedvariable conversion price calculated at 65% of $0.0001 per share. In accordance withthe market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original termsprincipal amount plus interest, between 91 days and 120 days at 123% of the Side Letter Agreement,original principal amount plus interest, between 121 days and 180 days at 129% of the convertible note was renewed on January 1, 2017,original principal amount plus interest and after 181 days 175% of the face value increased by 20% and the maturity date was extended to December 31, 2017. The condensed consolidated statement of operations includes interest expense of $658 and $1,952 for the three and nine months ended Septemberoriginal principal amount plus interest. At June 30, 2017, respectively.  At September 30, 20172020 and December 31, 20162019, the carryingNote was recorded at amortized cost of $1,370 (comprised of principal of $68,000 plus accrued interest of $1,148 less debt discount of $67,778) and $0, respectively

NOTE 7 - CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITIES

The Senior Convertible Notes with Power Up Lending Group Ltd. with an issue dates of February 3, 2020 and April 14, 2020, respectively, are accounted for under ASC 815.  The variable conversion price is not considered predominantly based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory note derivative liabilities have been measured at fair value at December 31, 2019, February 3, 2020, April 14, 2020 and June 10, 2014 Note is $15,002 (face30, 2020 using the binomial model.

The inputs into the binomial models are as follows:

The fair value of $15,660 less $658 unamortized discount) and $13,050, respectively.

On September 1, 2016, Doug Clark, former Chief Executive Officer andthe convertible promissory note derivative liability related party, assigned the Side Letter Agreement 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 AgreementNote issued to Power Up Lending Group Ltd. on February 3, 2020 and advances fromApril 14, 2020 was $309,401, of which $165,000 was recorded as a debt discount and the period fromremainder of $144,401 was recorded as initial derivative expense. During the six months ended June 25, 201430, 2020, the convertible promissory note derivative liability was reduced by $153,668 for settlement of derivative liabilities due to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue priceconversion of the Note into common stock by the Holder. The decrease (increase) in the fair value of the conversion option derivative liability of $182,618 and $(106,993), respectively is $174,252recorded as a gain in the consolidated statements of operations for the six months ended June 30, 2020 and interest rate 20% per year.2019, respectively. The termsfair value of the convertible promissory note derivative liabilities is $240,103 and $266,989 at June 30, 2020 and December 31, 2019, respectively.

NOTE 8 – WARRANT LIABILITY

In conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC (the “Note”) on March 1, 2019, the Company issued 1,000,000 warrants with an exercise price of $0.20 and a term of two years. The warrants are subject to down round and other anti-dilution protections. The warrant is tainted and classified as a liability as a result of the issuance of the Note includesince there is a fixed conversion pricepossibility during the life of $0.003 per share ofthe warrant the Company would not have enough authorized shares available if the warrant is exercised. The Company’s common stock and a maturity date ofwarrant liability has been measured at fair value at December 31, 2017. 2019 and April 14, 2020 using the binomial model.

The modification ofinputs into the Note has been accounted forbinomial models are as debt extinguishment andfollows:

The decrease (increase) in 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. The Note allows for the lender to secure a portion of the Company assets up to 200% of the facefair value of the note.  warrant liability of $144,059 and $1,655 is recorded as a gain (loss) in the consolidated statements of operations for the six months ended June 30, 2020 and 2019, respectively. The fair value of the warrant liability is $0 and $185,560 at June 30, 2020 and December 31, 2019, respectively.

On September 1, 2016April 14, 2020, the Company elected to convert $60,000 of principal and interest of the convertible note due to DC Design into 20,000,000issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Company at a fixed conversion price of $0.003 per share.Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The condensed consolidated statement of operations includes interest expense of $6,597 and $19,577 for the three and nine months ended September 30, 2017, respectively. At September 30, 2017 and December 31, 2016 the carrying amountissue of the September 1, 2016 Note is $142,506 (face valueshares resulting in a loss on settlement of $149,102 less $6,596 unamortized discount) and $122,929, respectively.

NOTE 4 – NOTES PAYABLE

Aswarrant liability of September 30, 2017 and December 31, 2016 notes payable due to The Cellular Connection Limited totaling $224,243 and $105,048, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.$70,299.

NOTE 59 – RELATED PARTY TRANSACTIONS

As of SeptemberJune 30, 20172020, and December 31, 20162019, advances and accrued salary of $43,878$54,978 and $14,799,$17,840, 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. During the six months ended June 30, 2020, the Company issued advances due to related party of $55,758 for expenses paid on behalf of the Company, cash received of $5,195, and Company repaid advance due to related party with $23,815 in cash.

Employment Agreements

On July 1, 2015,September 10, 2018, the Company executed an employment agreement for the period from July 1, 2018 to June 30, 2019 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,00050,000 shares of Common Stock with a fair value of $5,000 ($0.0001 per share) of the Company and an annual salary of $360,000$151,200 payable monthly on the first day of each month from available funds.

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On July 1, 2015,September 10, 2019, the Company executed an employment agreement for the period from July 1, 20152019 to June 30, 20162020 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 50,000,00050,000 shares of Common Stock of the Company with a fair value of $5,000 ($0.0001 per share) and an annual salary of $360,000$151,200 payable monthly on the first day of each month from available funds.

On JulyNovember 1, 2016, the Company executed an2019, this employment agreement forwas amended to include additional stock-based compensation comprising of 30,000 shares of Series A Convertible Preferred Stock. On December 20, 2019, January 29, 2020, February 28, 2020, March 30, 2020 and April 30, 2020 the period from July 1, 2016employment agreement was further amended to June 30, 2017 with Nadav Elituv, the Chief Executive Officerinclude additional stock-based compensation comprising of 873,609 shares, 1,000,000 shares, 1,000,000 shares, 2,500,000 shares and 2,000,000 shares of common stock of the Company, whereby the Company shall pay 15,000,000 shares of Common Stock of the Company with a fair value of $1,500 ($0.0001 per share) and an annual salary of $360,000 payable monthly on the first day of each month from available funds.respectively.

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 and ninesix months ended SeptemberJune 30, 20172020 and 20162019 is $231,500$334,200 and $375 and $232,250 and $2,875,$557,826, respectively. Stock-based compensation-compensation – salaries expense iswas recognized ratably over the requisite service period.

NOTE 610 – PREFERRED STOCK

Each share of Series A Convertible Preferred Stock (“Series A Stock”) is (i) convertible into one thousand (1,000) shares of common stock of the Company and (ii) entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder’s share of Series A Stock is convertible, multiplied by one hundred (100).

After a one year holding period, each share of Series B Convertible Preferred Stock (“Series B Stock”) is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting.

Series A Stock and Series B Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheets at June 30, 2020 and December 31, 2019 because other tainting contracts such as the convertible note and warrant potentially have inadequate available authorized shares of the Company for settlement.

NOTE 11 - STOCKHOLDERS’ DEFICITSTOCKHOLDERS' EQUITY

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$0.0001 per share. No preferred shares have been issued.

SharesFrom January 1, 2020 to be issued

As at SeptemberJune 30, 2017 and December 31, 2016,2020, the Company had total shareselected to be issued for 64,683,015convert $2,252 of principal and interest of non-redeemable convertible notes into 22,524,864 shares of common stock of the Company with a fair value of $893,238 resulting in a loss of extinguishment of debt of $890,986.

From January 1, 2020 to June 30, 2020, the Holder of the Senior Convertible Note issued on March 1, 2019 elected to convert $94,232 of principal and 54,683,015$12,000 of interest into 2,695,000 shares of common stock respectively,of the Company with a fair value of $208,285 resulting in a loss on extinguishment of debt of $48,097.

From January 1, 2020 to June 30, 2020, the Company issued 19,500,000 shares of common stock for stock-based compensation –salaries (seefor consulting services with a fair value of $579,700.

From January 1, 2020 to June 30, 2020, the Company issued 26,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $1,336,800.

On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note 5).with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299.

On May 7, 2020, The Company issued 11,111,111 shares of common stock with a fair value of $200,000 for a one year subscription to an online marketing platform to support the GoCart grocery delivery application.

2015 Stock Option Plan

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On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2015 Plan, the Board may grant incentive stock options, non-qualified stock options and stock appreciation rights to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 1 (as adjusted for the 1-for-2,000, 1-for-500 and 1-for-1,000 reverse stock split on September 1, 2016, September 10, 2018 and December 12, 2019, respectively). On May 6, 2015, the Company filed a Registration Statement on Form S-8 (File No: 333-203889) registering the shares of common stock issuable pursuant to the 2015 Plan under the Securities Act.

NOTE 12 - SUBSEQUENT EVENTS

From July 1, 2020 to August 12, 2020, the Company elected to convert $1,700 of principal and interest of non-redeemable convertible notes into 17,000,000 shares of common stock of the Company with a fair value of $188,700 resulting in a loss of extinguishment of debt of $187,000.

From July 1, 2020 to August 12, 2020, the Holder of the Senior Convertible Note issued on February 3, 2020 elected to convert $47,000 of principal of interest into 7,238,806 shares of common stock of the Company with a fair value of $68,596.

From July 1, 2020 to August 12, 2020, the Company issued 33,000,000 shares of common stock for stock-based compensation for consulting services with a fair value of $351,300.

From July 1, 2020 to August 12, 2020, the Company issued 30,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $315,000.

Power Up Lending Group Ltd.

On July 13, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $53,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing October 14, 2021 for $50,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest.

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 31, 2017, 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 31, 2017.

BUSINESS OVERVIEW

We incorporated on April 3, 2009 as Two Hands Corporation (formerly Innovative Product Opportunities Inc.) under the laws of(the "Company") was incorporated on April 3, 2009 in the State of Delaware. We are currently in the development stage. We expect to incur losses in the foreseeable future due to significant costs associated with our business start-up, developing our businessDelaware and costs associated with on-going operations. Our business is to beestablished a product development participating in the creationfiscal year end of products, from hand sketches and design through prototyping and construction.December 31.

On March 1, 2012 the company entered into a license agreement with Szar International, Inc. (dba Cigar & Spirits Magazine) (“Cigar & Spirits”) and moved offices to our new California address with Cigar and Spirits. The agreement grants 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. The Company has not earned revenues from rights acquired under this license agreement. On July 7, 2013, the Company received notice from Cigar & Spirits that the license agreement would be cancelled effective August 1, 2013.

Since July 1, 2014, ourOur 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 statestate-of-the-art co-parenting application.

The Two Hands Application launched on July 25, 2018.

On February 20, 2019, the Company announced the launch of the art co-parentingits application, due to launchTwo Hands Gone, a new encrypted messaging app.

The Company is also in the third quarterbusiness of 2017.   assisting clients in developing brand strategies. The Company executes and/or oversees the research, planning, pricing, creative development, tracking and deployment of all digital 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.

MANAGEMENT'S STRATEGIC VISIONManagement's Plan of Operation

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.

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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.

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.

The Two Hands Application launched on July 25, 2018 and currently has approximately 13,000 pre-registered users. We are on-boarding the pre-registered users and new customers.  We continue to further refine the Application for direct use by family law professionals and mediators.

Our user fees for the Two Hands Application are $14.96 per month or $119.88 per year or $215.76 per two-year period. We anticipate earning revenue as users finish their initial 14 free trial period.  

“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.

On February 20, 2019, the Company announced the launch of its application, Two Hands Gone, a new encrypted messaging app.

Our Cannabis Strategy

We planhave discontinued our cannabis strategy.

On January 17, 2019, the Company entered into an agreement to launch our applicationpurchase a 100% interest in the fourth quarterColombian License held by Plantro Inc S.A.S. The Company believes that it is unlikely that the transaction will be consummated due to the coronavirus COVID-19 global pandemic which is causing restrictions in international commerce, reduction in expected revenue from the License and uncertainty to the availability and type of 2017.financing for the Company.

GoCart Applications

The GoCart online grocery delivery application was released in early June 2020. The GoCart Online Grocery set of applications will be rolled out in stages to meet the growing demand for online grocery delivery.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, impairment of long-term assets, stock-based compensation, income taxes and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the Financial Statements:

Stock-based Compensation

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

In June 2018, the FASB issued ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, subject to certain exceptions. The Company early adopted ASU 2018-07 with respect to grants of shares of common stock of the Company made in June 2018. The early adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements.

Prior to the early adoption of ASU 2018-07 in June 2018, stock-based awards granted to non-employees were accounted for in accordance with ASU 505-50 – Equity-Based Payments to Non-Employees (“ASU 505-50”). ASU 505-50 measures stock-based compensation at 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.

Derivative Liability

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. 

The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. 

The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

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.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED SEPTEMBERJUNE 30, 20172020 AND 20162019

REVENUES

Our revenue for three months ended June 30, 2020 was $7,993, compared to $0 for the three months ended SeptemberJune 30, 2017 was $0, compared to $29,6922019. Revenue comprises $4,312 from the CoCart Online Grocery application and $3,681 from the sale of computer equipment.

COST OF GOODS SOLD

Our cost of goods sold for the three months ended SeptemberJune 30, 2016. The decrease in revenue is due to the Company concentrating on the development of the Two Hands App. Revenue earned in 2016 relates to installation of a touch and gesture interactive bar-top experience.

COSTS OF GOODS SOLD

Our cost of sales for three months ended September 30, 20172020 was $0$6,037, compared to $18,604$0 for the three months ended SeptemberJune 30, 2016. The decrease is due to the Company having no sales during the three month period.2019. Cost of goods sold comprises of purchase of groceries and computer equipment of $2,568 and $3,469, respectively.

OPERATING EXPENSES

Our general and administrative expenseoperating expenses for the three months ended SeptemberJune 30, 20172020 was $50,727,$1,195,530, compared to $137,780$621,789 for the three months ended SeptemberJune 30, 2016,2019, respectively. The expenses can be primarily attributed to our need to pay for officer compensation, professional fees, transfer agent and investment relations. The decreaseincrease in general and administrative expense is primarily due to consulting and stock-based compensation to officers and directors.

General and administrative expense includes stock-based compensation for the decrease in officerthree months ended June 30, 2020 and 2019 which comprises of 17,000,000 and 200 shares of common stock issued valued at $467,200 and $15,000, respectively for consulting services.

General and administrative expense also includes stock-based compensation payable in cash. for the three months ended June 30, 2020 and 2019 which comprises of 8,000,000 and 30,000 shares of common stock issued valued at $176,800 and $280,454, respectively, for salaries and compensation for our officers and directors.

OTHER INCOME (EXPENSE)

Amortization of debt discount and interest expense for the three months ended June 30, 2020 was $47,763, compared to $36,782 for the three months ended June 30, 2020. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.

During the three months ended SeptemberJune 30, 2017, CEO compensation expense of $231,500 for shares to be issued of2020 and 2019, the Company was recorded. During the three months ended September 30, 2016, we issued 120,000,000elected to convert $1,620 and $520 of principal and interest of a non-redeemable convertible note into 16,204,864 and 5,200 shares of common stock of the Company valued at $156,000 for consulting services.resulting in a loss on settlement of debt of $299,394 and $259,480, respectively.

OTHER INCOME (EXPENSE)

Gain on extinguishmentOn April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the debtSenior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299.

Initial derivative expense of $43,847 for the three months ended SeptemberJune 30, 20172020 represents the difference between the fair value of the total embedded derivative liability of $108,847 and the cash received of $65,000 for the convertible note issued on April 14, 2020.

During the three months ended June 30, 2020 and 2019, the gain (loss) due to the change in fair value of derivative liabilities was $0,$141,110 and $(99,818), respectively.

NET INCOME/LOSS

Our net loss for three months ended June 30, 2020 was $1,513,767, compared to $25,886$1,017,869 for the three months ended SeptemberJune 30, 2016. Interest expense for the three months ended September 30, 2017 was $7,255, compared to $56,969 for the three months ended September 30, 2016. The decrease in interest expense is primarily due to the conversion of principal and interest of various convertible notes of September 1, 2016.

NET INCOME/LOSS

Our net loss for the three months ended September 30, 2017 was $289,482, compared to $318,142 for the three months ended September 30, 2016,2019, respectively. Our losses during the three months ended SeptemberJune 30, 20172020 and 20162019 are primarily due to costs associated with professional fees, our transfer agent, investor relations, bad debt and stock-based compensation for services.salaries, loss on settlement of debt and the issuance of a convertible notes on March 1, 2019, February 3, 2020 and April 14, 2020..

COMPARISON OF RESULTS FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172020 AND 20162019

REVENUES

Our revenue for the ninesix months ended SeptemberJune 30, 20172020 was $0,$7,993, compared to $118,530 for$0 the ninesix months ended SeptemberJune 30, 2016. The decrease in revenue is due to2019. Revenue comprises $4,312 from the Company concentrating onCoCart Online Grocery application and $3,681 from the developmentsale of the Two Hands App. Revenue earned in 2016 relates to installation of a touch and gesture interactive bar-top experience.computer equipment.

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COSTSCOST OF GOODS SOLD

Our cost of salesgoods sold for ninethe six months ended SeptemberJune 30, 20172020 was $0$6,037, compared to $37,095$0 for the ninethree months ended SeptemberJune 30, 2016. The decrease is due to the Company having no sales during the nine month period.2019. Cost of goods sold comprises of purchase of groceries and computer equipment of $2,568 and $3,469, respectively.

OPERATING EXPENSES

Our general and administrative expenseoperating expenses for the ninesix months ended SeptemberJune 30, 20172020 was $345,612,$3,062,533, compared to $374,344$1,213,619 for the ninesix months ended SeptemberJune 30, 2016,2019, respectively. The expenses can be primarily attributed to our need to pay for officer compensation, professional fees, transfer agent and investment relations. The decreaseincrease in general and administrative expense is primarily due to consulting and stock-based compensation to officers and directors.

General and administrative expense includes stock-based compensation for the decrease in officersix months ended June 30, 2020 and 2019 which comprises of 19,500,000 and 200 shares of common stock issued valued at $579,700 and $15,000, respectively for consulting services.

General and administrative expense also includes stock-based compensation payable in cash. for the six months ended June 30, 2020 and 2019 which comprises of 26,000,000 and 30,000 shares of common stock issued valued at $1,336,800 and $565,826, respectively, for salaries and compensation for our officers and directors.

OTHER INCOME (EXPENSE)

Amortization of debt discount and interest expense for the six months ended June 30, 2020 was $78,373, compared to $66,587 for the six months ended June 30, 2020. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes, convertible notes and promissory notes.

During the ninesix months ended SeptemberJune 30, 2017, CEO compensation expense of $232,250 for shares to be issued of2020 and 2019, the Company was recorded. During the nine months ended September 30, 2016, we issued 120,075,000elected to convert $2,252 and $1,420 of principal and interest of a non-redeemable convertible note into 22,524,864 and 14,200 shares of common stock of the Company valued at $256,000 for consulting services.resulting in a loss on settlement of debt of $890,986 and $996,580, respectively.

OTHER INCOME (EXPENSE)

Gain on extinguishmentThe Holder of the Firstfire Global Opportunities Fund, LLC convertible note also elected to convert 2,695,000 shares of the Company with a fair value of $208,285 resulting in a loss on settlement of debt of $48,097.

On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299.

Initial derivative expense of $144,401 for the ninesix months ended SeptemberJune 30, 2017 was $0, compared to $25,8862020 represents the difference between the fair value of the total embedded derivative liability of $309,401 and the cash received of $165,000 for the nineconvertible note issued on February 3, 2020 and April 14, 2020.

Initial derivative expense of $274,717 for the six months ended SeptemberJune 30, 2016. Interest expense2019 represents the difference between the fair value of the total embedded derivative liability of $449,717 and the cash received of $175,000 for the nineconvertible note issued on March 1, 2019.

During the six months ended SeptemberJune 30, 2017 was $21,529, compared to $93,270 for2020 and 2019, the nine months ended September 30, 2016. The decrease in interest expense is primarilygain (loss) due to the conversionchange in fair value of principalderivative liabilities was $326,677 and interest of various convertible notes of September 1, 2016.$(105,338), respectively.

NET INCOME/LOSS

Our net loss for the ninesix months ended SeptemberJune 30, 20172020 was $599,390,$3,966,057, compared to $623,160$2,656,841 for the ninesix months ended SeptemberJune 30, 2016,2019, respectively. Our losses during the ninesix months ended SeptemberJune 30, 20172020 and 20162019 are primarily due to costs associated with professional fees, our transfer agent, investor relations, bad debt and stock-based compensation for services.salaries, loss on settlement of debt and the issuance of a convertible notes on March 1, 2019, February 3, 2020 and April 14, 2020.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

As of SeptemberJune 30, 2017,2020, we had cash of $5,345$7,889 and total liabilities of $664,411.$1,506,069. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations.operations during the next 12 months. 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 shareholders.others.

The Company’s condensed 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 ninesix months ended SeptemberJune 30, 2017,2020, the Company incurred a net loss of $599,390$3,966,057 and used cash in operating activities of $85,444,$225,425, and at SeptemberJune 30, 2017,2020, had a stockholders’ deficit of $649,729.$2,005,333. 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, 2016,2019, 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$300,000 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.fees, however, we do not have any written or oral agreements with any third parties which require them to fund our operations and there can be no assurances that we will be able to obtain such funds. 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. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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.

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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.

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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, 2017,2020, 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 SeptemberJune 30, 20172020 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.

DuringFrom April 1, 2020 to June 30, 2020, the quarter ended SeptemberCompany elected to convert $1,620 of principal and interest of non-redeemable convertible notes into 16,204,864 shares of common stock of the Company with a fair value of $301,014 resulting in a loss of extinguishment of debt of $299,394.

From April 1, 2020 to June 30, 2017, we did not have any unregistered sales2020, the Company issued 17,000,000 shares of equity securities.common stock for stock-based compensation for consulting services with a fair value of $467,200.

From April 1, 2020 to June 30, 2020, the Company issued 8,000,000 shares of common stock for stock-based compensation due to officer and directors with a fair value of $176,800.

On April 14, 2020, the Company issued 2,000,000 shares of common stock with a fair value of $111,800 to fully settle the 1,000,000 warrants issued in conjunction with the issuance of the Senior Convertible Note with Firstfire Global Opportunities Fund, LLC on March 1, 2019. The issue of the shares resulting in a loss on settlement of warrant liability of $70,299.

On May 7, 2020, The Company issued 11,111,111 shares of common stock with a fair value of $200,000 for a one year subscription to an online marketing platform to support the GoCart grocery delivery application.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the quarter ended SeptemberJune 30, 2017,2020, we did not have any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.On July 13, 2020 the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Holder”) relating to the issuance and sale of a Senior Convertible Note (the “Note”) with an original principal amount of $53,000 less transaction costs of $3,000 bearing a 8% annual interest rate and maturing October 14, 2021 for $50,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 118% of the original principal amount plus interest, between 91 days and 120 days at 123% of the original principal amount plus interest, between 121 days and 180 days at 129% of the original principal amount plus interest and after 181 days 175% of the original principal amount plus interest. The foregoing descriptions of the Securities Purchase Agreement and Note and of all of the parties’ rights and obligations under the Securities Purchase Agreement and the Note are qualified in its entirety by reference to the Securities Purchase Agreement and the Note, copies of which are filed as Exhibits 10.9 and 10.10 respectively to this Quarterly Report on Form 10-Q, and of which are incorporated herein by reference.

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ITEM 6. EXHIBITS

* In accordance withPursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the XBRL-related information on Exhibit No. 101Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”liability under those sections.

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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.

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