Two Hands Corporation (TWOH)

Executive Summary / Key Takeaways

• Core Operations Have Ceased: Cuore Food Services, Two Hands Corporation's last remaining business segment, generated zero revenue in Q3 2025, representing a complete cessation of operations and eliminating any pretense of an ongoing concern.

• Strategic Pivots Signal Desperation, Not Vision: The company's abrupt shift from grocery distribution to crypto treasury management and confection brand holding companies in mid-2025 reflects management grasping for narratives rather than executing a coherent strategy, with no track record in these sectors.

• Financial Position is Structurally Broken: With $95.6 million in accumulated deficits, a $3.29 million stockholders' deficit, and a going concern warning from auditors, TWOH exists solely through informal cash advances from its CEO and sporadic micro-cap financings, lacking any formal funding agreements.

• Valuation Detached from Reality: Trading at a 10.7x price-to-sales ratio on trailing revenue that has since fallen to zero, the company's $7.56 million market cap represents pure speculation with no underlying business fundamentals to support it.

• Investment Thesis is Binary and Bleak: The only plausible bull case requires a miraculous turnaround via untested crypto ventures, while the base case is 100% capital loss when CEO funding inevitably ceases or convertible note holders exhaust the share structure.

Setting the Scene: From Apps to Abyss

Two Hands Corporation, incorporated in Delaware in 2009 and trading over-the-counter since 2011, has spent fifteen years searching for a viable business model. The company began developing co-parenting applications in 2018, pivoted to grocery delivery with gocart.city in 2020, operated a single brick-and-mortar Grocery Originals store in Mississauga, and maintained a wholesale food distribution arm through Cuore Food Services. By July 2021, management declared exclusive focus on these three grocery verticals. Yet by May 2024, the company had sold its consumer-facing grocery assets entirely, retaining only Cuore Food Services as a going concern.

This brings us to the present: a company that has exhausted every strategic avenue in a $100+ billion Canadian grocery sector dominated by Loblaw (L) (28-30% market share), Metro (MRU) (16%), and Empire Company (EMP.A) (18%). The competitive landscape leaves no oxygen for micro-players lacking scale, technology, or capital. TWOH's accumulated deficit of $95.60 million means every dollar of revenue the company has ever recognized has been consumed by losses, with nothing to show for it but a hollow corporate shell. Why does this matter? Because it establishes that TWOH isn't experiencing temporary headwinds—it's completing a fifteen-year demonstration that it cannot build a sustainable business in any market it has entered.

Technology and Strategic Differentiation: A Void Where Moats Should Be

Two Hands Corporation possesses no proprietary technology, no defensible intellectual property, and no operational capabilities that cannot be replicated by a well-run regional distributor. The gocart.city platform was a basic e-commerce site, not a sophisticated logistics engine. Grocery Originals was a single physical store with no unique merchandising or customer experience. Cuore Food Services operated from a warehouse, acquiring inventory on an ad hoc basis—exactly how any small-scale distributor functions, but without the volume to achieve meaningful supplier terms or delivery efficiency.

The June 2025 announcement to "reinvigorate" the food service business by hiring Chef Einat Admony and executive Vanessa Fayzulin represents theater, not strategy. No amount of culinary expertise can overcome the fundamental reality that Cuore had already ceased generating revenue. The July 2025 pivot to become an "investment holding company" with ventures in confection brands and crypto advisory services reveals management's true strategy: abandon operations entirely and chase speculative trends where execution barriers are low but success probabilities are near zero.

Why does this matter? Because sustainable businesses require durable competitive advantages—scale economies, network effects, proprietary technology, or brand loyalty. TWOH has none. The company's "moats" are so non-existent that management has stopped trying to build them, opting instead for complete business model replacement every 12-18 months. This renders any analysis of competitive positioning moot; there is no position to defend.

Financial Performance: The Mathematics of Insolvency

The Q3 2025 10-Q filing reveals financial performance so dire it would be darkly comedic if real money weren't at stake. For the three months ended September 30, 2025, Cuore Food Services recorded $0 in sales, down from $179,502 in the prior year period. For the nine-month period, sales were $0 versus $569,268 in 2024. This is not a decline—it is a complete cessation. Gross profit similarly collapsed to zero from $86,024 in the prior year period.

Total operating expenses decreased to $259,977 for the quarter, but only because the company has fewer than a handful of employees and no operations to support. Professional fees increased due to legal costs for compliance and debt agreements, meaning the only growing expense line is the cost of managing corporate decline. Interest and derivative expenses ballooned to $183,629, reflecting the company's reliance on toxic convertible notes that convert at discounts to market price, continuously diluting whatever residual equity value might exist.

The cash flow statement tells the final story: net cash used in operating activities was $492,840 for nine months, while the company has no operating cash inflows to offset it. Management states it needs approximately $300,000 in cash over the next twelve months for "operations, legal, accounting and related services"—a figure that appears significantly understated given the $492,840 net cash used in operating activities over the prior nine months, and these expenses will continue even with zero revenue. The working capital deficiency stands at $3.29 million, improved only because liabilities have been converted to equity through dilutive financings.

The significance of this is clear: the financial statements prove TWOH is not a business but a corporate vehicle for accumulating losses and servicing debt. The $95.6 million accumulated deficit represents value destruction on a scale that makes recovery mathematically impossible without a complete, miraculous reinvention that generates hundreds of millions in profitable revenue.

Outlook and Execution: Promises Without Substance

Management's forward-looking statements read like a wish list rather than a plan. The company "expects to be able to secure additional capital through advances from our Chief Executive Officer" but admits "we do not have any oral or written agreements" for such funding. It is "in discussions with investors for private loans and an equity line of credit" but provides no terms, no commitments, and no evidence of progress. This is the language of a company that has exhausted all credible financing options.

The crypto treasury initiative launched in August 2025, described as a "deliberate strategy" to position the company in "modern financial innovation," represents a final Hail Mary. Management provides no details on how crypto holdings would generate revenue, no risk management framework, and no explanation of how this aligns with their confection brand holding company strategy. The definitive agreements with More Capital Ltd. and More Money Ltd. are contingent on stock issuances and cash transfers that the company cannot fund.

This is critical because execution requires resources, capabilities, and credible strategy. TWOH has none. The company cannot execute its way out of zero revenue when it lacks the cash to pay for legal fees, let alone build a crypto advisory business or launch a confection brand. Management's commentary is best understood as a holding action to maintain a ticker symbol, not a roadmap to value creation.

Risks and Asymmetries: The Certainty of Downside

The primary risk is not that TWOH fails to execute its crypto pivot—it is that the company ceases to exist as a listed entity before the pivot can even be attempted. The going concern warning is not speculative; it is a factual assessment that the company cannot meet its obligations for the next twelve months without continuous external funding that has no contractual basis.

CEO funding risk represents a single point of failure. Emil Assentato has no legal obligation to continue advancing cash, and his economic incentive to do so diminishes as the accumulated deficit grows. When these informal advances stop—and they will, either by choice or when the CEO's capacity is exhausted—operations halt immediately.

Convertible note dilution creates a death spiral. The November 2025 $115,000 convertible note (netting only $93,000 after costs) will convert into shares at a discount, depressing the stock price and enabling further dilutive financings. This mechanism ensures that any residual equity value is continuously transferred to lenders, leaving common shareholders with an ever-shrinking slice of an ever-shrinking pie.

The crypto initiative adds speculative risk without operational upside. Cryptocurrency volatility could wipe out any treasury holdings, while regulatory scrutiny of crypto-adjacent businesses could trigger delisting or legal liability. This is not a calculated risk—it's a desperate gamble that increases downside without improving the probability of success.

The implication here is that the risk-reward is not asymmetric—it is binary and negative. The upside requires miracles; the downside is certain and total. Investors are not betting on execution; they are betting against the laws of arithmetic and corporate survival.

Valuation Context: Pricing a Phantom

At a market capitalization of $7.56 million and enterprise value of $10.07 million, TWOH trades at 10.7x trailing sales of $709,526. But trailing sales are irrelevant when current quarterly sales are zero. The price-to-sales ratio is mathematically meaningless—a division of market cap by a number that no longer reflects operational reality.

Peer comparisons reveal the chasm between TWOH and viable competitors. Loblaw trades at 1.59x sales with 6.89% operating margins and $85.7 billion enterprise value. Metro trades at 1.33x sales with 6.31% operating margins. Empire trades at 0.48x sales with 3.66% operating margins. TWOH's negative 754.79% operating margin and negative 612.77% ROA place it in a different category entirely: the category of companies that are not businesses but financial liabilities with ticker symbols.

The company's beta of -3.94 reflects a strong inverse correlation with the market, which in this micro-cap context is likely due to erratic price movements manipulated by convertible note conversions and speculative trading. Book value is negative, meaning shareholders have a claim on nothing. The current ratio of 0.01 indicates the company cannot meet any short-term obligations without immediate external funding.

Ultimately, valuation metrics only have meaning when applied to going concerns with predictable cash flows. TWOH's valuation is a collective hallucination—a price assigned by speculators to a security that represents no underlying economic value. Any price above zero reflects hope, not analysis.

Conclusion: The End of the Road

Two Hands Corporation has completed a fifteen-year journey from startup to insolvency, exhausting every strategic option along the way. The company's evolution from apps to grocery distribution to crypto speculation represents not adaptation but desperation—a sequence of pivots made not from strength but from the absence of any viable alternative. With zero revenue, $95.6 million in accumulated deficits, and no formal funding commitments, TWOH exists on borrowed time funded by informal CEO advances.

The investment thesis is not about whether management can execute its crypto holding company strategy. It is about whether the company can survive long enough to attempt it. The answer, based on cash burn rates, funding dependencies, and the complete cessation of operations, is almost certainly no. When CEO funding ceases or convertible note holders exhaust the share structure, TWOH will join the ranks of OTC tickers that simply stop trading.

For investors, the critical variables are not revenue growth or margin expansion—they are the timing of the inevitable funding failure and whether any residual value can be extracted from the corporate shell before dissolution. The most likely outcome is a delisting announcement followed by a bankruptcy filing, rendering the current market cap a temporary artifact of speculative trading rather than a reflection of enterprise value. In the final analysis, Two Hands Corporation demonstrates that some companies don't navigate disruption—they simply cease to be.