10-Q: Two Hands Corp. Reports Q2 2026 Results, Faces Financial Challenges
Quarterly Report
Two Hands Corporation's Q2 2026 Form 10-Q reveals substantial net losses and a significant stockholders' deficit, raising concerns about its ability to continue as a going concern.
Summary
- The company reported a net loss of $2,186,409 for the three months ended June 30, 2026, and $2,250,643 for the six months ended June 30, 2026.
- Total operating expenses increased significantly to $2,076,433 for the three months ended June 30, 2026, from $207,602 in the prior year period.
- The company has a substantial stockholders' deficit of $2,088,641 as of June 30, 2026.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company is undergoing a name change to Quantum X, Inc., pending FINRA clearance, and has delisted from the Canadian Securities Exchange.
- Significant debt and derivative liabilities are present, with ongoing efforts to secure additional capital.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to significant net losses, a substantial and growing stockholders' deficit, and a going concern warning, indicating severe financial distress.
Positives
- The company is actively pursuing a strategic shift towards technology, focusing on artificial intelligence and quantum computing with new product initiatives (Pegasus, Scalova, EntangleX).
- There was a gain on debt settlement of $5,272 for the three months ended June 30, 2026.
- The company has received cash advances from its CEO to fund operations, indicating continued support.
- The company is exploring options for additional capital through private loans and an equity line of credit.
Negatives
- The company incurred a net loss of $2,186,409 for the three months ended June 30, 2026, and $2,250,643 for the six months ended June 30, 2026.
- Total operating expenses increased by 900% to $2,076,433 for the three months ended June 30, 2026, compared to $207,602 for the same period in 2025.
- Stockholders' deficit stands at $2,088,641 as of June 30, 2026, an increase from $1,946,073 as of December 31, 2025.
- The company's financial statements raise substantial doubt about its ability to continue as a going concern.
- Cash used in operating activities was $570,110 for the six months ended June 30, 2026.
- Current liabilities significantly exceed current assets, resulting in a working capital deficiency of $2,445,062 as of June 30, 2026.
- The company has material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies.
Risks
- Substantial doubt exists regarding the company's ability to continue as a going concern.
- The company's ability to secure additional capital through equity or debt financing is uncertain and crucial for its survival and implementation of its business plan.
- Failure to obtain necessary financing could lead to curtailment or termination of operations.
- Issuance of additional equity or convertible debt may result in significant dilution to existing stockholders.
- The company has material weaknesses in internal control over financial reporting, which could lead to errors in financial reporting.
- The company is undergoing a name change to Quantum X, Inc., which is subject to FINRA clearance, creating potential uncertainty.
Future Outlook
The company is shifting its focus to becoming a technology company in the artificial intelligence and quantum computing spaces, with a strategy to address personal AI, enterprise automation, and compute frontier through products like Pegasus, Scalova, and EntangleX. However, its ability to continue operations is dependent on raising additional capital, and there is substantial doubt about its going concern status.
Management Comments
- Management believes that all adjustments necessary to present fairly the financial position as of June 30, 2026, and the results of operations and cash flows have been included.
- Management states that actual results could differ from estimates used in financial statements.
- Management acknowledges material weaknesses in internal control over financial reporting and plans remediation efforts contingent on securing additional financing.
Industry Context
StockSavvy.ai notes that the company's strategic pivot towards AI and quantum computing aligns with significant industry trends, but its current financial precariousness and reliance on external funding present a substantial hurdle to realizing this potential.
Comparison to Industry Standards
- The company's net loss and negative working capital are concerning when compared to established technology companies in the AI and quantum computing sectors, which typically exhibit revenue growth and positive cash flows.
- The significant increase in operating expenses without corresponding revenue growth is a deviation from typical industry performance metrics for companies in growth phases.
- The reliance on debt financing, particularly convertible notes with variable conversion prices and default-interest clauses, is a common but high-risk strategy for early-stage or distressed companies, unlike more stable industry players who might use traditional equity or debt instruments.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Name Change | Board of Directors authorized an amendment to the Certificate of Incorporation to change the name from Two Hands Corporation to Quantum X, Inc. | July 8, 2026 (filed with Delaware Secretary of State) | Pending FINRA clearance for effectiveness; signifies strategic shift. |
Legal Proceedings
- The company is not aware of any pending or threatened litigation that could have a material impact on its operations or finances.
Related Party Transactions
- Notes payable to related party (Emil Assentato, CEO) totaled $1,678,087 as of June 30, 2026, including advances and interest.
- Advances from related party totaled $750,000 for the six months ended June 30, 2026.
- Compensation expenses for officers, directors, and a Head of Strategy totaled $1,176,500 for the six months ended June 30, 2026, including stock-based compensation.
- Software development agreement with Ujjwal Roy (Head of Strategy) for EntangleX and Scalova, with committed expenditures and monthly operating costs.
- Settlement of accrued liabilities to Emil Assentato using 134,210,526 shares of common stock.
Stakeholder Impact
- Existing shareholders face significant dilution risk due to potential future equity or convertible debt issuances.
- Creditors and noteholders face increased risk given the company's going concern issues and reliance on future financing.
- Employees and consultants may see increased reliance on stock-based compensation, potentially impacting morale if stock value does not appreciate.
- Suppliers may face extended payment terms or increased scrutiny due to the company's liquidity challenges.
Next Steps
- Secure additional capital through private loans and an equity line of credit.
- Implement the strategic shift to becoming a technology company focused on AI and quantum computing.
- Obtain FINRA clearance for the name change to Quantum X, Inc.
- Remediate material weaknesses in internal control over financial reporting, contingent on financing.
Key Dates
| Date | Description |
|---|---|
| 2018-09-13 | Side Letter Agreement with Jordan Turk for Non-Redeemable Convertible Note. |
| 2024-12-30 | Exchange of principal and interest for a New Promissory Note with Jordan Turk. |
| 2025-11-13 | Securities Purchase Agreement with Vanquish Funding Group, Inc. for a Convertible Note. |
| 2025-12-02 | Securities Purchase Agreement with Vanquish Funding Group, Inc. for a Convertible Note. |
| 2026-01-16 | Securities Purchase Agreement with Vanquish Funding Group, Inc. for a Convertible Note. |
| 2026-05-20 | Securities Purchase Agreement with Vanquish Funding Group, Inc. for a Promissory Note. |
| 2026-06-30 | Quarterly period ended; Board authorized name change to Quantum X, Inc. |
| 2026-07-08 | Amendment to Certificate of Incorporation to change name to Quantum X, Inc. filed. |
| 2026-08-12 | Date as of which shares outstanding were reported. |
Recommendation
sellThe company exhibits severe financial distress, including significant net losses, a widening stockholders' deficit, and a going concern warning. While there is a strategic pivot towards AI and quantum computing, the immediate financial instability and high dependence on uncertain future capital raises make the stock a high-risk investment. The potential for significant dilution from future capital raises further exacerbates this risk.
Keywords
AI, Quantum Computing, Technology Shift, Financial Distress, Going Concern, Capital Raise, Derivative Liabilities, Stock-Based Compensation
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