Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-167667 | |
Entity Registrant Name | TWO HANDS CORPORATION | |
Entity Central Index Key | 0001494413 | |
Entity Tax Identification Number | 42-1770123 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 373 Joicey Blvd. | |
Entity Address, City or Town | North York | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | M5M 2W2 | |
City Area Code | (416) | |
Local Phone Number | 357-0399 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,030,558,548 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 8,615 | $ 17,137 |
Accounts receivable, net | 113,376 | 94,182 |
VAT taxes receivable | 3,431 | 8,157 |
Inventory | 46,713 | 73,621 |
Total current assets | 172,135 | 193,097 |
Property and equipment, net | 11,543 | 13,667 |
Operating lease right-of-use asset | 19,855 | 23,438 |
Total assets | 203,533 | 230,202 |
Current liabilities | ||
Accounts payable and accrued liabilities | 407,925 | 555,220 |
Due to related party | 431,855 | 185,473 |
Notes payable | 113,575 | 13,443 |
Line of credit | 494,827 | |
Deferred revenue | 15,792 | 22,107 |
Current portion of operating lease right-of-use liability | 8,607 | 8,230 |
Total current liabilities | 1,472,581 | 784,473 |
Long-term liabilities | ||
Line of credit | 293,298 | |
Promissory notes | 238,528 | 229,194 |
Promissory note - related party | 84,377 | |
Non-redeemable convertible notes, net | 523,038 | 517,621 |
Operating lease right-of-use liability, net of current portion | 11,248 | 15,208 |
Total long-term liabilities | 772,814 | 1,139,698 |
Total liabilities | 2,245,395 | 1,924,171 |
Commitments and Contingencies | ||
Temporary equity | ||
Total temporary equity | 2,537,505 | 2,944,239 |
Stockholder's deficit | ||
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock; $0.0001 par value; 12,000,000,000 shares authorized, 618,958,548 and 137,402,624 shares issued and outstanding, respectively | 61,897 | 13,742 |
Additional paid-in capital | 80,304,216 | 78,895,425 |
Common stock to be issued | 336,000 | |
Accumulated other comprehensive income | 11,605 | 39,141 |
Accumulated deficit | (84,957,085) | (83,922,516) |
Total stockholders' deficit | (4,579,367) | (4,638,208) |
Total liabilities and stockholders' deficit | 203,533 | 230,202 |
Series A Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 249,505 | 249,505 |
Series B Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 109,783 | |
Series C Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | 2,288,000 | 2,584,951 |
Series D Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value | ||
Series E Preferred Stock [Member] | ||
Temporary equity | ||
Temporary equity value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 |
Common stock, shares issued | 618,958,548 | 137,402,624 |
Common stock, shares outstanding | 618,958,548 | 137,402,624 |
Series A Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 25,000 | 25,000 |
Temporary equity, shares outstanding | 25,000 | 25,000 |
Series B Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 100,000 | 100,000 |
Temporary equity, shares issued | 0 | 11,000 |
Temporary equity, shares outstanding | 0 | 11,000 |
Series C Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 150,000 | 150,000 |
Temporary equity, shares issued | 80,000 | 90,000 |
Temporary equity, shares outstanding | 80,000 | 90,000 |
Series D Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 200,000 | 200,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 300,000 | 300,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Sales | $ 197,324 | $ 190,691 | $ 372,769 | $ 389,730 |
Cost of goods sold | 185,108 | 196,969 | 345,104 | 375,494 |
Gross profit | 12,216 | (6,278) | 27,665 | 14,236 |
Operating expenses | ||||
General and administrative | 277,327 | 14,021,263 | 643,033 | 14,781,176 |
Total operating expenses | 277,327 | 14,021,263 | 643,033 | 14,781,176 |
Loss from operations | (265,111) | (14,027,541) | (615,368) | (14,766,940) |
Other income (expense) | ||||
Amortization of debt discount and interest expense | (38,774) | (32,570) | (76,451) | (62,768) |
Gain on disposition | 50,750 | 50,750 | ||
Loss on settlement of debt | (275,950) | (2,287,450) | (393,500) | (2,871,450) |
Total other income (expense) | (263,974) | (2,320,020) | (419,201) | (2,934,218) |
Net loss attributed to Two Hands Corporation | (529,085) | (16,347,561) | (1,034,569) | (17,701,158) |
Net loss attributable to Two Hands Corporation common shareholders | (529,085) | (14,806,681) | (1,034,569) | (16,160,278) |
Other comprehensive income (loss) | ||||
Foreign exchange income | (20,448) | 2,884 | (27,536) | 1,701 |
Total other comprehensive income | (20,448) | 2,884 | (27,536) | 1,701 |
Comprehensive loss | (549,533) | (14,803,797) | (1,062,105) | (16,158,577) |
Series A Stock Modification [Member] | ||||
Other income (expense) | ||||
Deemed dividend | (1,396,721) | (1,396,721) | ||
Series B Stock Modification [Member] | ||||
Other income (expense) | ||||
Deemed contribution | 1,354,515 | 1,354,515 | ||
Series C Stock Modification [Member] | ||||
Other income (expense) | ||||
Deemed contribution | 834,001 | 834,001 | ||
Series D Stock Modification [Member] | ||||
Other income (expense) | ||||
Deemed contribution | $ 749,085 | $ 749,085 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Earning per share, basic | $ 0 | $ (0.18) | $ 0 | $ (0.36) |
Earning per share, diluted | $ 0 | $ (0.18) | $ 0 | $ (0.36) |
Weighted average number of shares outstanding, basic | 315,394,461 | 82,169,404 | 238,787,933 | 44,674,229 |
Weighted average number of shares outstanding, diluted | 315,394,461 | 82,169,404 | 238,787,933 | 44,674,229 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 600 | $ 336,000 | $ 58,151,817 | $ 4,870 | $ (62,229,405) | $ (3,736,118) |
Beginning balance, shares at Dec. 31, 2021 | 6,000,000 | |||||
Rounding on reverse split | $ 1 | 1 | ||||
Rounding on reverse split, shares | 5,558 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 1,941 | 2,972,349 | 2,974,290 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 19,410,000 | |||||
Stock issued for officer and director compensation | $ 9,000 | 13,491,000 | 13,500,000 | |||
Stock issued for officer and director compensation, shares | 90,000,000 | |||||
Stock issued for the conversion of Series B Stock | $ 400 | 39,521 | 39,921 | |||
Stock issued for the conversion of Series B Stock, shares | 4,000,000 | |||||
Stock issued for the conversion of Series D Stock | $ 400 | 39,521 | 39,921 | |||
Stock issued for the conversion of Series D Stock, shares | 4,000,000 | |||||
Deemed dividend - Series A Stock modification | (1,396,721) | (1,396,721) | ||||
Deemed contribution - Series B Stock modification | 1,354,515 | 1,354,515 | ||||
Deemed contribution - Series C Stock modification | 834,001 | 834,001 | ||||
Deemed contribution - Series D Stock modification | 749,085 | 749,085 | ||||
Foreign exchange loss | 1,701 | 1,701 | ||||
Net loss | (17,701,158) | (17,701,158) | ||||
Ending balance, value at Jun. 30, 2022 | $ 12,342 | 336,000 | 76,235,088 | 6,571 | (79,930,563) | (3,340,562) |
Ending balance, shares at Jun. 30, 2022 | 123,415,558 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 702 | 336,000 | 58,836,716 | 3,687 | (63,583,002) | (4,405,897) |
Beginning balance, shares at Mar. 31, 2022 | 7,015,558 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 1,840 | 2,287,450 | 2,289,290 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 18,400,000 | |||||
Stock issued for officer and director compensation | $ 9,000 | 13,491,000 | 13,500,000 | |||
Stock issued for officer and director compensation, shares | 90,000,000 | |||||
Stock issued for the conversion of Series B Stock | $ 400 | 39,521 | 39,921 | |||
Stock issued for the conversion of Series B Stock, shares | 4,000,000 | |||||
Stock issued for the conversion of Series D Stock | $ 400 | 39,521 | 39,921 | |||
Stock issued for the conversion of Series D Stock, shares | 4,000,000 | |||||
Deemed dividend - Series A Stock modification | (1,396,721) | (1,396,721) | ||||
Deemed contribution - Series B Stock modification | 1,354,515 | 1,354,515 | ||||
Deemed contribution - Series C Stock modification | 834,001 | 834,001 | ||||
Deemed contribution - Series D Stock modification | 749,085 | 749,085 | ||||
Foreign exchange loss | 2,884 | 2,884 | ||||
Net loss | (16,347,561) | (16,347,561) | ||||
Ending balance, value at Jun. 30, 2022 | $ 12,342 | 336,000 | 76,235,088 | 6,571 | (79,930,563) | (3,340,562) |
Ending balance, shares at Jun. 30, 2022 | 123,415,558 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 13,742 | 336,000 | 78,895,425 | 39,141 | (83,922,516) | (4,638,208) |
Beginning balance, shares at Dec. 31, 2022 | 137,402,624 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 45,920 | 393,500 | 439,420 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 459,200,000 | |||||
Stock issued for settlement of debt - related party | $ 732 | 274,061 | 274,793 | |||
Stock issued for settlement of debt - related party, shares | 7,323,924 | |||||
Stock issued for the conversion of Series B convertible preferred stock | $ 1,100 | 108,682 | 109,782 | |||
Stock issued for the conversion of Series B convertible preferred stock, shares | 11,000,000 | |||||
Stock issued for the conversion of Series Convertible preferred stock | $ 400 | 296,551 | 296,951 | |||
Stock issued for the conversion of Series Convertible preferred stock, shares | 4,000,000 | |||||
Stock issued to settle stock to be issued | $ 3 | (336,000) | 335,997 | |||
Stock issued to settle stock to be issued, shares | 32,000 | |||||
Foreign exchange loss | (27,536) | (27,536) | ||||
Net loss | (1,034,569) | (1,034,569) | ||||
Ending balance, value at Jun. 30, 2023 | $ 61,897 | 80,304,216 | 11,605 | (84,957,085) | (4,579,367) | |
Ending balance, shares at Jun. 30, 2023 | 618,958,548 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 19,324 | 336,000 | 79,356,197 | 32,053 | (84,428,000) | (4,684,426) |
Beginning balance, shares at Mar. 31, 2023 | 193,226,548 | |||||
Stock issued for conversion of non-redeemable convertible notes | $ 41,770 | 275,950 | 317,720 | |||
Stock issued for conversion of non-redeemable convertible notes, shares | 417,700,000 | |||||
Stock issued for the conversion of Series B convertible preferred stock | $ 400 | 39,521 | 39,921 | |||
Stock issued for the conversion of Series B convertible preferred stock, shares | 4,000,000 | |||||
Stock issued for the conversion of Series Convertible preferred stock | $ 400 | 296,551 | 296,951 | |||
Stock issued for the conversion of Series Convertible preferred stock, shares | 4,000,000 | |||||
Stock issued to settle stock to be issued | $ 3 | (336,000) | 335,997 | |||
Stock issued to settle stock to be issued, shares | 32,000 | |||||
Foreign exchange loss | (20,448) | (20,448) | ||||
Net loss | (529,085) | (529,085) | ||||
Ending balance, value at Jun. 30, 2023 | $ 61,897 | $ 80,304,216 | $ 11,605 | $ (84,957,085) | $ (4,579,367) | |
Ending balance, shares at Jun. 30, 2023 | 618,958,548 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (1,034,569) | $ (17,701,158) |
Adjustments to reconcile net loss to cash used in operating activities | ||
Depreciation and amortization | 6,524 | 5,806 |
Bad debt | (28,936) | 9,328 |
Stock-based compensation | 13,504,200 | |
Gain on disposition | (50,750) | |
Amortization of debt discount | 76,451 | 62,768 |
Loss on settlement of debt | 393,500 | 2,871,450 |
Change in operating assets and liabilities | ||
Accounts and taxes receivable | (46,125) | (35,362) |
Prepaid expense | 561,764 | |
Inventory | 14,671 | 82,254 |
Deferred revenue | (6,748) | |
Accounts payable and accrued liabilities | 367,021 | 136,291 |
Operating lease right-of-use liability | (4,100) | (4,179) |
Net cash used in operating activities | (313,061) | (506,838) |
Cash flows from investing activities | ||
Net cash used in investing activities | ||
Cash flow from financing activities | ||
Advances from related party | 52,266 | 97,079 |
Repayment of advances to related party | (20,749) | (71,239) |
Proceeds from notes payable | 105,114 | |
Repayment of notes payable | (7,044) | |
Proceeds from promissory notes | 174,685 | |
Net cash provided by financing activities | 304,272 | 25,840 |
Change in foreign exchange | 267 | (3,166) |
Net change in cash | (8,522) | (484,164) |
Cash, beginning of the period | 17,137 | 533,295 |
Cash, end of the period | 8,615 | 49,131 |
Cash paid during the year | ||
Interest paid | ||
Income taxes paid | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Stock issued to settle due to related party | 188,871 | |
Stock issued to settle promissory note - related party | 85,922 | |
Stock issued to settle non-redeemable convertible notes | 439,420 | 2,974,290 |
Stock issued for prepaid expense | 2,288,000 | |
Transfer of accounts payable and accrued liabilities to promissory notes | 85,285 | |
Deemed dividend - Series A Stock modification | 1,396,721 | |
Deemed contribution - Series B Stock modification | 1,354,515 | |
Deemed contribution - Series C Stock modification | 834,001 | |
Deemed contribution - Series D Stock modification | $ 749,085 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION Two Hands Corporation (the "Company") was incorporated in the state of Delaware on April 3, 2009 and on July 26, 2016, changed its name from Innovative Product Opportunities Inc. to Two Hands Corporation. The Two Hands application launched on July 2018 and the Two Hands Gone application launched In February 2019. The Company ceased work on these applications in 2021. The gocart.city online consumer grocery delivery application was released in early June 2020 and Cuore Food Services commenced sale of dry goods and produce to other businesses in July 2020. In July 2021, the Company made the strategic decision to focus i) gocart.city is the Company’s online delivery marketplace, allowing consumers to shop online and have their groceries delivered. ii) Grocery Originals is the Company’s brick-and-mortar grocery store located in Mississauga Ontario at the site of the Company’s warehouse. iii) Cuore Food Services is the Company’s wholesale food distribution branch. On May 1, 2023, the Company entered into an asset sale agreement with a non-related private corporation (“Purchaser”) whereby the Company sold the assets of gocart.city. The sale included the e-commerce site, branding, supporting components of the Grocery Originals store and inventory. The ongoing sales and client base gocart.city and Grocery Originals was transferred as part of the asset sale. The Company received net proceeds from the sale of gocart.city assets of $ 64,319 86,742 127,731 172,261 63,412 85,519 50,750 68,442 37,099 49,099 37,099 The operations of the business are carried on by Two Hands Canada Corporation, a wholly-owned subsidiary of the Company, incorporated under the laws of Canada on February 7, 2014. The Company received approval from the Canadian Securities Exchange (the "CSE") to list its common shares (the "Common Shares") on the CSE. Trading of the Common Shares in the capital of the Company commenced on August 5, 2022, under the symbol "TWOH". |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying condensed consolidated 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, 2022 of Two Hands Corporation in our Form 10-K filed on April 3, 2023. 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 June 30, 2023 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the six months ended June 30, 2023, the Company incurred a net loss of $ 1,034,569 313,061 4,579,367 84,957,085 PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Two Hands Canada Corporation. All intercompany transactions and balances have been eliminated in consolidation. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CONCENTRATIONS The following table summarizes accounts receivable and revenue concentrations: Schedule of concentration of risk, by risk factor Accounts receivable at June 30, 2023 Revenue for the six months ended June 30, 2023 Customer #1 17 % — Customer #2 11 % — Total concentration 28 % — The following table summarizes accounts payable and purchases concentrations: Accounts payable at June 30, 2023 Purchases for the six months ended June 30, 2023 Supplier #1 13 % — Supplier #2 12 % 23 % Supplier #3 12 % — Supplier #4 — 20 % Supplier #5 — 14 % Total concentration 37 % 57 % CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts at June 30, 2023 and December 31, 2022 is $ 101,190 156,693 INVENTORY Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in the interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. At June 30, 2023 and December 31, 2022, the inventory valuation allowance was $ 0 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. We recognize revenue for the sale of our products upon delivery to a customer. During the six months ended June 30, 2023 and 2022, the Company had revenue of $ 372,769 389,730 13,167 359,602 121,305 268,425 LEASES Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases. The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised. The Company leases an automobile under a non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. DEBT DISCOUNT AND DEBT ISSUANCE COSTS Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes. INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. NET LOSS PER SHARE Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. On June 30, 2023 and December 31, 2022, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock and common stock to be issued of 5,809,249,200 5,248,242,000 FOREIGN CURRENCY TRANSLATION The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment of each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in the results of operations. Effective October 1, 2021, the Company changed the functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation, to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet. 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. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). 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. |
NON-REDEEMABLE CONVERTIBLE NOTE
NON-REDEEMABLE CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NON-REDEEMABLE CONVERTIBLE NOTES | NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTES On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, 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. 244,065 292,878 December 31, 2018 0.0001 The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. 37,820 378,200,000 0.0001 294,500 18,626 21,567 9,365 10,843 168,614 187,549 18,935 187,808 187,808 0 On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. 35,000 42,000 December 31, 2018 0.0001 The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. 8,100 81,000,000 0.0001 99,000 840 3,221 422 1,619 1,211 2,065 854 8,471 8,471 0 On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. 40,000 48,000 December 31, 2018 0.0001 The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. 9,872 8,226 4,963 4,136 109,405 119,440 10,035 99,533 99,533 0 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. 106,968 128,362 December 31, 2019 0.0001 The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. 21,999 18,332 11,060 9,217 243,808 266,171 22,363 221,809 221,809 0 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 4 – LEASES The Company entered into an operating lease agreement on October 14, 2021 for an automobile, resulting in the recording of an initial liability and corresponding right-of-use asset of $ 35,906 2.25 3.96 The Company’s operating lease expires in 2025. The following shows future lease payments for the remaining periods under operating lease at June 30, 2023: Schedule of operating lease liability maturity Periods ending December 31, Operating Lease Commitments 2023 $ 10,471 2024 10,471 2025 7,854 Total operating lease commitments 28,796 Less: imputed interest (8,941 ) Total right-of-use liability $ 19,855 The Company’s discounted current right-of-use lease liability and discounted non-current right-of-use lease liability at June 30, 2023 is $ 8,607 11,248 |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Jun. 30, 2023 | |
Line Of Credit | |
LINE OF CREDIT | NOTE 5 – LINE OF CREDIT On April 14, 2022, the Company entered into a binding Grid Promissory Note and Credit Facility Agreement (the “Line of Credit”) with The Cellular Connection Ltd. (the “Lender”) Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $ 750,000 50,000 May 1, 2024 8 494,827 475,335 629,083 19,492 293,298 289,970 393,500 3,328 8,987 0 15,780 0 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE As of June 30, 2023 and December 31, 2022, notes payable due to Piero Manzini, and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $ 113,575 13,443 |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Promissory Notes | |
PROMISSORY NOTES | NOTE 7 – PROMISSORY NOTES Promissory Notes As of June 30, 2023 and December 31, 2022, promissory notes of $ 238,528 186,672 51,856 229,194 186,672 42,522 10 Promissory Notes – Related Party As of June 30, 2023 and December 31, 2022, promissory note – related party of $ 0 84,377 78,490 5,887 10 85,922 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS As of June 30, 2023 and December 31, 2022, advances and accrued salary of $ 431,855 185,473 During the six months ended June 30, 2023 and 2022, the Company issued advances due to related party for $ 52,266 20,749 399,739 188,871 During the six months ended June 30, 2022, the Company issued advances due to related party for $ 97,079 71,239 99,013 82,740 During the six months ended June 30, 2023 and 2022, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a director of the Company, $ 2,720 16,984 Employment Agreements On July 1, 2021, the Company executed an employment agreement for the period from July 1, 2021 to June 30, 2022 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000,000 shares of Common Stock of the Company and an annual salary of $216,000 payable monthly on the first day of each month from available funds, commencing on July 1, 2021. 216,000 17,400 On March 26, 2022, the Company and Nadav Elituv further amended the employment agreement to (i) change the termination date from June 30, 2022 to December 31, 2022; (ii) pay an additional 10,500 50,000,000 On July 1, 2022, the term of the consulting contract with 2130555 Ontario Limited was extended to June 30, 2023. On January 15, 2023, the Company executed an employment agreement for the period from January 1, 2023 to December 31, 2023 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay an annual salary of $600,000 from available funds. Stock-based compensation – salaries expense related to these employment agreements for the six months ended June 30, 2023 and 2022 is $ 0 13,504,200 |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 9 – PREFERRED STOCK On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand ( 200,000 Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company. On April 21, 2022, the Company amended its articles to amend the terms of its Series A Convertible Preferred Stock to become non-voting shares. Previously Series A Stock were 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). On December 12, 2019, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating one hundred thousand ( 100,000 each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting. On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating thirty thousand (30,000) shares as Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Stock”). Each share of Series C Stock (i) has a liquidation value of $100, subject to various anti-dilution protections (ii) is convertible into shares of common stock of the Company six months after the date of issuance at a price of $ 0.25 0.002 1 for 1,000 reverse stock split 0.25 On September 1, 2021, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand ( 200,000 Each share of Series D Stock is convertible into one hundred (100) shares of common stock of the Company six months after the date of issuance. On June 30, 2022, the Company made an amendment to the Certificate of Designation of its Series C Stock which lowered the fixed conversion price from $ 2.00 0.25 296,951 834,001 On October 4, 2022, the Company filed a Certificate of Designation with the Delaware Secretary of State that had the effect of designating 300,000 0.0001 1.00 10 On March 26, 2022, the Company issued 10,500 4,200 2.50 On April 27, 2022, a 1 for 1,000 reverse stock split of the Company’s common stock took effect which increased the conversion rate of (i) Series A Stock from 1 (one) share of Series A Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series A Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) (ii) Series B Stock from 1 (one) share of Series B Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series B Stock for 1,000 (one thousand) shares of common stock (post-reverse stock-split) and (iii) Series D Stock from 1 (one) share of Series D Stock for 1 (one) share of common stock (pre-reverse stock-split) to 1 (one) share of Series D Stock for 100 (one hundred) shares of common stock (post-reverse stock-split). The Company accounted for the increase in the conversion rates as an extinguishment and recorded a deemed dividend (contribution) in accordance with ASC 260-10-599-2. As such, on April 27, 2022, the shares of Series A Stock, Series B Stock and Series D Stock were recorded at fair value of $ 1,966,043 209,585 39,921 1,396,721 1,354,515 749,085 Series A Stock, Series B Stock, Series C Stock, Series D Stock and Series E Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheet on June 30, 2023 and December 31, 2022, since share settlement is not within control of the Company. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 - STOCKHOLDERS' EQUITY The Company is authorized to issue an aggregate of 12,000,000,000 0.0001 1,000,000 On March 21, 2022, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on March 21, 2022. On April 25, 2022 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on April 27, 2022. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split. For the six months ended June 30, 2023, the Company elected to convert $ 45,920 459,200,000 439,420 393,500 On February 2, 2023, the Company agreed to issue 977,889 3,912 36,690 48,894 32,778 On February 2, 2023, the Company agreed to issue 6,346,035 25,384 238,103 317,302 212,720 On March 3, 2023, the Holder of Series B Stock elected to convert 7,000 7,000,000 69,162 On May 12, 2023, the Company issued 32,000 336,000 On May 16, 2023, the Holder of Series B Stock elected to convert 4,000 4,000,000 39,921 On June 30, 2023, 10,000 4,000,000 296,951 Common stock to be issued On June 30, 2023 and December 31, 2022, the Company had an obligation to issue 0 0 32,000 336,000 50,000 525,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS From July 1, 2023 to August 6, 2023, the Company elected to convert $ 41,160 411,600,000 114,090 72,930 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated 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, 2022 of Two Hands Corporation in our Form 10-K filed on April 3, 2023. 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 June 30, 2023 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. |
GOING CONCERN | 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 six months ended June 30, 2023, the Company incurred a net loss of $ 1,034,569 313,061 4,579,367 84,957,085 |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Two Hands Canada Corporation. All intercompany transactions and balances have been eliminated in consolidation. |
USE OF ESTIMATES AND ASSUMPTIONS | 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. |
CONCENTRATIONS | CONCENTRATIONS The following table summarizes accounts receivable and revenue concentrations: Schedule of concentration of risk, by risk factor Accounts receivable at June 30, 2023 Revenue for the six months ended June 30, 2023 Customer #1 17 % — Customer #2 11 % — Total concentration 28 % — The following table summarizes accounts payable and purchases concentrations: Accounts payable at June 30, 2023 Purchases for the six months ended June 30, 2023 Supplier #1 13 % — Supplier #2 12 % 23 % Supplier #3 12 % — Supplier #4 — 20 % Supplier #5 — 14 % Total concentration 37 % 57 % |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts at June 30, 2023 and December 31, 2022 is $ 101,190 156,693 |
INVENTORY | INVENTORY Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out (“FIFO”) method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in the interim periods. Any significant adjustment that results from the reconciliation with annual physical inventory is disclosed. At June 30, 2023 and December 31, 2022, the inventory valuation allowance was $ 0 |
PROPERTY AND EQUIPMENT | 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 | REVENUE RECOGNITION In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer. During the six months ended June 30, 2023 and 2022, the Company had revenue of $ 372,769 389,730 13,167 359,602 121,305 268,425 |
LEASES | LEASES Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases. The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised. The Company leases an automobile under a non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. |
DEBT DISCOUNT AND DEBT ISSUANCE COSTS | DEBT 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. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
NET LOSS PER SHARE | 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. On June 30, 2023 and December 31, 2022, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, convertible notes, Series A Stock, Series B Stock, Series C Stock and common stock to be issued of 5,809,249,200 5,248,242,000 |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment of each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in the results of operations. Effective October 1, 2021, the Company changed the functional currency of its Company’s Canadian subsidiary, Two Hands Canada Corporation, to the Canadian dollar from United States dollar. The change in functional currency is due to the increase of Canadian dollar dominated activities over time including sales, operating costs and share subscriptions. The change in functional currency is accounted for prospectively. Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet. |
STOCK-BASED COMPENSATION | 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. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item. The Company’s financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of concentration of risk, by risk factor | Schedule of concentration of risk, by risk factor Accounts receivable at June 30, 2023 Revenue for the six months ended June 30, 2023 Customer #1 17 % — Customer #2 11 % — Total concentration 28 % — The following table summarizes accounts payable and purchases concentrations: Accounts payable at June 30, 2023 Purchases for the six months ended June 30, 2023 Supplier #1 13 % — Supplier #2 12 % 23 % Supplier #3 12 % — Supplier #4 — 20 % Supplier #5 — 14 % Total concentration 37 % 57 % |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of operating lease liability maturity | Schedule of operating lease liability maturity Periods ending December 31, Operating Lease Commitments 2023 $ 10,471 2024 10,471 2025 7,854 Total operating lease commitments 28,796 Less: imputed interest (8,941 ) Total right-of-use liability $ 19,855 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - May 01, 2023 - Purchaser [Member] - Asset Sale Agreement [Member] | USD ($) | CAD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Net proceeds from sale of assets | $ 64,319 | $ 86,742 |
Net proceeds from settlement of accounts payable | 127,731 | 172,261 |
Net proceeds from settlement of account receivable | 63,412 | 85,519 |
Gain on sale of assets | 50,750 | 68,442 |
Additional accounts payable | 37,099 | $ 49,099 |
Monthly installments | $ 37,099 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Customer 1 [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 17% |
Customer 1 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Customer 2 [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 11% |
Customer 2 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Total Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 28% |
Total Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Supplier 1 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 13% |
Supplier 1 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Supplier 2 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 12% |
Supplier 2 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 23% |
Supplier 3 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 12% |
Supplier 3 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Supplier 4 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Supplier 4 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 20% |
Supplier 5 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | |
Supplier 5 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 14% |
Total Suppliers [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 37% |
Total Suppliers [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 57% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||
Net loss | $ 529,085 | $ 16,347,561 | $ 1,034,569 | $ 17,701,158 | ||||
Net cash used in operating activities | 313,061 | 506,838 | ||||||
Stockholders deficit | 4,579,367 | 3,340,562 | 4,579,367 | 3,340,562 | $ 4,638,208 | $ 4,684,426 | $ 4,405,897 | $ 3,736,118 |
Accumulated deficit | 84,957,085 | 84,957,085 | 83,922,516 | |||||
Allowance for doubtful accounts | 101,190 | 101,190 | 156,693 | |||||
Inventory valuation allowance | 0 | 0 | $ 0 | |||||
Revenue | $ 197,324 | $ 190,691 | $ 372,769 | 389,730 | ||||
Non Redeemable Convertible Notes [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Convertible Debt Securities [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Series A Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Series B Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Series C Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Common Stock To Be Issued [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Antidilutive securities | 5,809,249,200 | 5,248,242,000 | ||||||
Sales [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Revenue | $ 13,167 | 121,305 | ||||||
Sale Of Dry Goods [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Revenue | $ 359,602 | $ 268,425 | ||||||
Computer Equipment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation methodology | 50% declining balance over a three year useful life |
NON-REDEEMABLE CONVERTIBLE NO_2
NON-REDEEMABLE CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jan. 31, 2019 | Sep. 13, 2018 | May 10, 2018 | Jan. 08, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 8,987 | $ 0 | $ 15,780 | $ 0 | |||||
Non Redeemable Convertible Notes Payable [Member] | Side Letter Agreement [Member] | Stuart Turk [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt description | 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. | On January 8, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, 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. | |||||||
Debt carrying value | $ 106,968 | $ 244,065 | 168,614 | 168,614 | $ 187,808 | ||||
Debt face value | $ 128,362 | $ 292,878 | $ 187,549 | $ 187,549 | 187,808 | ||||
Debt maturity date | Dec. 31, 2019 | Dec. 31, 2018 | |||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Debt instrument collateral | The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||
Debt payment terms | If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. | If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. | |||||||
Value of principal and interest portion of debt converted into shares | $ 37,820 | ||||||||
No of shares of common stock issued in conversion of debt | 378,200,000 | ||||||||
Gain (loss) on debt settlement | $ 294,500 | ||||||||
Interest expense | $ 9,365 | 10,843 | 18,626 | 21,567 | |||||
Unamortized discount | 18,935 | 18,935 | 0 | ||||||
Non Redeemable Convertible Notes Payable [Member] | Side Letter Agreement [Member] | Jordan Turk [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt description | On September 13, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10 to September 13, 2018. | On May 10, 2018, the Company entered into a Side Letter Agreement (“Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018. | |||||||
Debt carrying value | $ 40,000 | $ 35,000 | 1,211 | 1,211 | 8,471 | ||||
Debt face value | $ 48,000 | $ 42,000 | $ 2,065 | $ 2,065 | 8,471 | ||||
Debt maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||||||
Debt conversion price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Debt instrument collateral | The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. | |||||||
Debt payment terms | If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. | If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year. | |||||||
No of shares of common stock issued in conversion of debt | 81,000,000 | ||||||||
Gain (loss) on debt settlement | $ 99,000 | ||||||||
Interest expense | $ 422 | 1,619 | 840 | 3,221 | |||||
Unamortized discount | 854 | 854 | 0 | ||||||
Principle amount converted | 8,100 | ||||||||
Non Redeemable Convertible Notes Payable [Member] | Side Letter Agreement [Member] | Jordan Turk 1 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt carrying value | 109,405 | 109,405 | 99,533 | ||||||
Debt face value | 119,440 | 119,440 | 99,533 | ||||||
Interest expense | 4,963 | 4,136 | 9,872 | 8,226 | |||||
Unamortized discount | 10,035 | 10,035 | 0 | ||||||
Non Redeemable Convertible Notes Payable [Member] | Side Letter Agreement [Member] | Stuart Turk 1 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt carrying value | 243,808 | 243,808 | 221,809 | ||||||
Debt face value | 266,171 | 266,171 | 221,809 | ||||||
Interest expense | 11,060 | $ 9,217 | 21,999 | $ 18,332 | |||||
Unamortized discount | $ 22,363 | $ 22,363 | $ 0 |
LEASES (Details)
LEASES (Details) | Jun. 30, 2023 USD ($) |
Leases | |
2023 | $ 10,471 |
2024 | 10,471 |
2025 | 7,854 |
Total operating lease commitments | 28,796 |
Less: imputed interest | (8,941) |
Total right-of-use liability | $ 19,855 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 14, 2021 |
Leases | |||
Operating lease right of use asset | $ 19,855 | $ 23,438 | $ 35,906 |
Weighted-average lease term | 2 years 3 months | ||
Weighted-average discount rate | 3.96% | ||
Operating lease liability current | $ 8,607 | 8,230 | |
Operating lease liability non current | $ 11,248 | $ 15,208 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 14, 2022 CAD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | |
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 494,827 | $ 494,827 | $ 293,298 | |||||
Principal amount | 475,335 | $ 629,083 | 289,970 | $ 393,500 | ||||
Line of credit - interest | 19,492 | $ 3,328 | ||||||
Interest expense | $ 8,987 | $ 0 | $ 15,780 | $ 0 | ||||
Grid Promissory Note [Member] | Lender [Member] | Credit Facility Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 750,000 | |||||||
Line of credit increments | $ 50,000 | |||||||
Maturity date | May 01, 2024 | |||||||
Interest rate | 8% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Notes Payable, Current | $ 113,575 | $ 13,443 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Feb. 02, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes with principal and interest | $ 238,528 | $ 229,194 | |
Promissory notes - principle | 186,672 | 186,672 | |
Promissory notes - interest | $ 51,856 | 42,522 | |
Promissory note interest rate | 10% | ||
Promissory Notes Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory notes - principle | 78,490 | ||
Promissory notes - interest | 5,887 | ||
Promissory notes related party | $ 0 | $ 84,377 | |
Promissory note interest rate | 10% | ||
Conversion of stock amount | $ 85,922 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||||||
Feb. 02, 2023 | Jan. 15, 2023 | Oct. 01, 2021 | Jul. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Due to related party | $ 431,855 | $ 185,473 | |||||
Advances to related party for expenses | $ 52,266 | $ 97,079 | |||||
Settlement of accrued compensation | 82,740 | ||||||
Annual salary | $ 216,000 | ||||||
Consulting fee | $ 17,400 | ||||||
Number of shares issued | 977,889 | 50,000,000 | |||||
Stock based compensation - salaries | $ 0 | 13,504,200 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 10,500 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Repaid advance from related party | $ 20,749 | 71,239 | |||||
Accrued salary | 399,739 | 99,013 | |||||
Number of shares issued | 6,346,035 | ||||||
Chief Executive Officer [Member] | Employment Agreement Dated July One Two Thousand Twenty One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Employment agreement description | On July 1, 2021, the Company executed an employment agreement for the period from July 1, 2021 to June 30, 2022 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay 30,000 shares of Series A Convertible Preferred Stock of the Company, 60,000,000 shares of Common Stock of the Company and an annual salary of $216,000 payable monthly on the first day of each month from available funds, commencing on July 1, 2021. | ||||||
Chief Executive Officer [Member] | Employment Agreement Dated August Seven Two Thousand Twenty [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Employment agreement description | On January 15, 2023, the Company executed an employment agreement for the period from January 1, 2023 to December 31, 2023 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay an annual salary of $600,000 from available funds. | ||||||
Chief Executive Officer [Member] | Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of stock amount | $ 188,871 | ||||||
Bradley Southam [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Advertising services | $ 2,720 | $ 16,984 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||||||
Feb. 02, 2023 USD ($) shares | Feb. 02, 2023 CAD ($) shares | Oct. 04, 2022 $ / shares shares | Apr. 27, 2022 USD ($) | Mar. 26, 2022 USD ($) $ / shares shares | Dec. 12, 2019 shares | Aug. 06, 2013 shares | Apr. 27, 2022 | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 24, 2021 $ / shares | Oct. 07, 2020 $ / shares | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | |||||||||||
Reverse stock spilit | 1 for 1,000 reverse stock split | ||||||||||||
Shares issued | shares | 977,889 | 977,889 | 50,000,000 | ||||||||||
Fair value of stock issued | $ 36,690 | $ 48,894 | |||||||||||
Stated value | $ 0.001 | $ 0.001 | |||||||||||
Annual cumulative dividend | 10% | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 200,000 | ||||||||||||
Preferred stock, convertible terms | Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company. | ||||||||||||
Preferred stock, voting rights | On April 21, 2022, the Company amended its articles to amend the terms of its Series A Convertible Preferred Stock to become non-voting shares. Previously Series A Stock were 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). | ||||||||||||
Share price | $ 2.50 | ||||||||||||
Stock issued | shares | 10,500 | ||||||||||||
Fair value of stock issued in conversion of debt | $ | $ 4,200 | ||||||||||||
Fair value preferred stock | $ | $ 1,966,043 | ||||||||||||
Deemed dividend | $ | 1,396,721 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 100,000 | ||||||||||||
Preferred stock, convertible terms | each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting. | ||||||||||||
Fair value preferred stock | $ | 209,585 | ||||||||||||
Deemed dividend | $ | 1,354,515 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share price | $ 0.25 | ||||||||||||
Conversion Price | $ 0.002 | ||||||||||||
Fixed conversion price | $ 0.25 | ||||||||||||
Shares issued | shares | 296,951 | ||||||||||||
Fair value of stock issued | $ | $ 834,001 | ||||||||||||
Series C Preferred Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fixed conversion price | $ 2 | ||||||||||||
Series C Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fixed conversion price | $ 0.25 | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value preferred stock | $ | 39,921 | ||||||||||||
Deemed dividend | $ | $ 749,085 | ||||||||||||
Series D Preferred Stock [Member] | September One Two Thousand Twenty One [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 200,000 | ||||||||||||
Preferred stock, convertible terms | Each share of Series D Stock is convertible into one hundred (100) shares of common stock of the Company six months after the date of issuance. | ||||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 300,000 | ||||||||||||
Par value | $ 0.0001 | ||||||||||||
Stated value | $ 1 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 $ / shares shares | May 16, 2023 USD ($) shares | May 12, 2023 USD ($) shares | Mar. 03, 2023 USD ($) shares | Feb. 02, 2023 USD ($) shares | Feb. 02, 2023 CAD ($) shares | Jul. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 12, 2019 shares | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Number of shares issued, shares | 977,889 | 977,889 | 50,000,000 | ||||||||
Fair value | $ | $ 3,912 | ||||||||||
Number of shares issued, value | 36,690 | $ 48,894 | |||||||||
Increase in additional paid in capital | $ | $ 32,778 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock to be issued, shares | 32,000 | ||||||||||
Common stock to be issued | $ | $ 336,000 | ||||||||||
Common Stock To Be Issued [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued for compensation, shares | 0 | 32,000 | |||||||||
Number of shares issued for services, shares | 50,000 | 0 | 32,000 | ||||||||
Number of shares issued for compensation, value | $ | $ 0 | $ 336,000 | |||||||||
Number of shares issued for services, value | $ | $ 525,000 | $ 0 | $ 336,000 | ||||||||
Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued, shares | 6,346,035 | 6,346,035 | |||||||||
Fair value | $ | $ 25,384 | ||||||||||
Number of shares issued, value | 238,103 | $ 317,302 | |||||||||
Increase in additional paid in capital | $ | $ 212,720 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 100,000 | ||||||||||
Conversion of stock, shares | 4,000 | 7,000 | |||||||||
Conversion of common stock, shares | 4,000,000 | 7,000,000 | |||||||||
Conversion of stock, value | $ | $ 39,921 | $ 69,162 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued, shares | 296,951 | ||||||||||
Number of shares issued, value | $ | $ 834,001 | ||||||||||
Conversion of stock, shares | 10,000 | ||||||||||
Conversion of common stock, shares | 4,000,000 | ||||||||||
Conversion of stock, value | $ | $ 296,951 | ||||||||||
Convertible Notes Payables [Member] | Common Stocks [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Principal amount of notes converted in stock | $ | $ 45,920 | ||||||||||
Debt converted into common stock, shares | 459,200,000 | ||||||||||
Fair value of stock issued in conversion of debt | $ | $ 439,420 | ||||||||||
Loss on settlement of debt | $ | $ 393,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Aug. 06, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Number of shares converted, value | $ 41,160 |
Number of shares converted, shares | shares | 411,600,000 |
Fair value | $ 114,090 |
Loss on extinguishment of debt | $ 72,930 |