TWOH Two Hands

Filed: 5 May 21, 2:33pm


Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Act of 1934


Date of Report (Date of earliest event reported): May 5, 2021



(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1035 Queensway East, Mississauga,
Ontario, Canada
L4Y 4C1
(Address of Principal Executive Offices)(Zip Code)


Registrant's telephone number, including area code: (416) 357-0399



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Section 1 - Registrant’s Business and Operations 

Item 1.01 Entry into a Material Definitive Agreement

On September 1, 2016, Doug Clark, former Chief Executive Officer and related party, assigned the Side Letter Agreement (“Note”) dated June 10, 2014 with a total carrying value $382,016 to DC Design Inc. (“DC Design”). On September 1, 2016, the Company entered into an amended Side Letter Agreement with DC Design to amend and add certain terms to the Side Letter Agreement and advances from the period from June 25, 2014 to December 24, 2014. Under the terms of the amended Side Letter Agreement, the issue price of the Note is $174,252 with an interest rate 20% per annum and an original maturity date of December 31, 2017 which is subject to automatic renewal. In addition, on September 30, 2019, the Company and DC Design entered into an Agreement to change the original maturity date of the Note to December 31, 2021. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.003 per share of the Company’s common stock. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. If the Note is not paid on the maturity date, the outstanding face amount of the Note shall increase by 20% on January 1, 2022. The outstanding face value of the Note shall increase by another 20% on January 1, 2023 and again on each one-year anniversary of the Note until the Note has been paid in full.


As of May 5, 2021, the Company has repaid the Note holder all outstanding principal and accrued unpaid interest under the Note, constituting approximately $255,612 in cash by issuing 13,216,120 shares of the Company’s common stock at a fair value of $634,210.


Section 3 - Securities and Trading Markets  

Item 3.02 Unregistered Sales of Equity Securities


The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 5, 2021




By: /s/ Nadav Elituv
Nadav Elituv

Chief Executive Officer