UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
FOR THE YEAR ENDED MARCH 31, 2004
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER 333-61610
GOLDEN HAND RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-2061053
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
36 DERECH BAIT LECHEM
JERUSALEM, ISRAEL
011-97-2-673-7445
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].
The issuer's total revenues for the year ended March 31, 2004, were $0.
As of June 5, 2004, the aggregate market value of the voting common equity held
by non-affiliates of the registrant was $2,137,080, based on the closing price
of $.66 as reported on the OTC BB operated by the NASD. Shares of common stock
held by each officer and director and by each person or group who owns five
percent or more of the outstanding common stock have been excluded from this
calculation as such persons may be considered to be affiliated with the
registrant.
At June 5, 2004, the number of shares outstanding of the Registrant's Common
Stock, $0.0001 par value, was 10,238,000.
PART I
Unless we say otherwise, references in this document to "we", "us" or "our"
refer to Golden Hand Resources, Inc., a Washington corporation.
FORWARD-LOOKING STATEMENTS
Except for the historical information presented in this document, the matters
discussed in this Form 10-KSB, and specifically in the sections entitled
"Description of Business" and "Management's Discussion and Analysis of Financial
Condition or Plan of Operation," or otherwise incorporated by reference into
this document contain "forward-looking statements" (as such term is defined in
the Private Securities Litigation Reform Act of 1995). These statements can be
identified by the use of forward-looking terminology such as "believes,"
"plans," "expects," "may," "will," "should," or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. The safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, apply to forward-looking statements
made by us. These forward-looking statements involve risks and uncertainties,
including those statements incorporated by reference into this Form 10-KSB. The
actual results that we achieve may differ materially from any forward-looking
projections due to such risks and uncertainties. These forward-looking
statements are based on current expectations, and we assume no obligation to
update this information. Readers are urged to carefully review and consider the
various disclosures made by us in this Annual Report on Form 10-KSB and in our
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect our business.
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
We were incorporated under the laws of the State of Washington on September 22,
2000, under the name Wizbang Technologies, Inc. On August 19, 2003, Wizbang
Technologies Inc. amended its Certificate of Incorporation to change its name to
Golden Hand Resources, Inc.
BACKGROUND
1. The marketing of our licensed product line consists of high-tech
instruments that are used to record information transferred from distant sources
like aircraft and satellites. Simply put the recorders are high speed tape
recorders that are capable of recording information relayed by several types of
satellites and aircraft. Some of the data that can be recorded include fuel
consumption, engine rotation per minute, time, pictures recorded by cameras,
load stresses recorded by sensors and the status of various equipment on the
craft such as batteries or radar. The recorder operates basically the same as a
VCR with all the same play, fast-forward, rewind, record, scheduled operation,
and other similar functions. The product line is unique in that it can record
information from satellites at speeds required by those satellites. The licensed
product line consists of recorders capable of recording at speeds up to 160
Megabits per second. The recorders are configured for both laboratory and onsite
use. Models consist of laboratory, rack mount and portable versions.
2. On July 31, 2003 Golden Hand Resources, Inc. acquired an option to
purchase the Dalhousie Mineral Claim, situated in the Stewart Area, Skeena
Mining Division in the Province of British Columbia, Canada. On October 6, 2003
Golden Hand Resources Inc. completed its option on the Dalhousie Mineral Claim
by issuing 100,000 shares to the seller pursuant to the Agreement. Golden Hand
Resources Inc. intended to develop an exploration program for the Dalhousie
Mineral Claim. On May 4, 2004 the Dalhousie Mineral Claim was returned to the
vendor in exchange for the forgiveness of $10,408 owing to the vendor.
PRODUCT DESCRIPTION
Our principal asset is a license to distribute various high-tech products that
are used to record information transferred from distant sources like aircraft
and satellites. The recorders are high speed tape recorders that are capable of
recording information relayed by several types of satellites and aircraft. Some
of the data that can be recorded include fuel consumption, engine rotation per
minute, time, pictures recorded by cameras, load stresses recorded by sensors
and the status of various equipment on the craft such as batteries or radar. The
recorder operates basically the same as a VCR with all the same play,
fast-forward, rewind, record, scheduled operation, and other similar functions.
The recorded information is used by developers of aircraft and spacecraft to
make informed design decisions during the development process. For example,
developers use engine rotation per minute information in conjunction with fuel
consumption to make engine design modifications in aircraft. The licensed
product line consists of recorders capable of recording at speeds up to 160
Megabits per second and the market for the product is limited to those craft
that send information at rates equal to or less than that speed. The recorders
are configured for both laboratory and onsite use. Models consist of laboratory,
rack mount and portable versions.
THE REACH TECHNOLOGIES, INC. LICENSE
On September 22, 2000, we acquired from Reach Technologies Inc. the rights to
distribute the Reach Technologies Inc. recorder product line for the purpose of
selling the product in the marketplace. We, which at the time were owned by
Wizbang Technologies Inc.'s president, Mike Frankenberger, a one third
shareholder in Reach Technologies Inc., paid $16,000 for the license. The price
for the license was determined through arms length negotiation between Mr.
Frankenberger and two controlling shareholders of Reach Technologies Inc. Those
two shareholders are not related to Mr. Frankenberger. Reach Technologies Inc.
manufactures all of the products that we sold.
Under our license with Reach Technologies Inc., Wizbang Technologies Inc. had
the exclusive right to distribute and market the Reach Technologies Inc.
licensed product line within our licensed territories. On October 31, 2001, we
agreed to pay $20,000 in the form of a note payable, due October 31, 2003, to
amend the License agreement to a worldwide exclusive license, except in the
territories of Washington DC, Virginia, West Virginia, Maryland, Pennsylvania,
New York, Connecticut, Massachusetts, New Hampshire, Maine, Ohio, Kentucky and
Tennessee where the license will be non-exclusive.
On June 10, 2002 we amended our license agreement with Reach Technologies Inc.
to include an exclusive worldwide license to sell Data recorders in the 41 to
160 Megabits per second range. Under the terms of the agreement we agreed to pay
$30,000 in the form of a note payable, due June 30, 2004, to amend the License
agreement to include a worldwide exclusive license for the sale of Data
recorders in the 41 to 160 Megabits per second range. All other terms in the
Licensing Agreement remain the same.
On May 4, 2004 we amended the License Agreement with Reach Technologies Inc. in
exchange for a cash payment of $4,233 and the forgiveness of the remaining
balance on the promissory note of $16,741 and accrued interest of $3,653. We
agreed to convert the license to a worldwide non-exclusive license.
EVENTS SUBSEQUENT TO MARCH 31, 2004
On May 21, 2004, our President, Michael Frankenberger (the "Seller") closed on a
share purchase agreement (the "Share Purchase Agreement") with certain buyers
("Buyers") pursuant to which the Buyers, in a private transaction, purchased an
aggregate of 6,880,000 shares of our currently outstanding restricted shares of
common stock ("Common Stock") of Golden Hand Resources, Inc. (the "Company") for
an aggregate purchase price paid to the individual Seller of $160,750.
In connection with the consummation of the transaction, Michael Frankenberger
resigned as President of the Company and appointed Irit Arbel as the new
President and a director of the Company. Mr. Frankenberger will remain The
Company's assistant Secretary and on the Company's Board of Directors. Since
June 2003, Ms. Arbel has served as the President and CEO of Pluristem, Inc., a
stem cell research company traded on the OTCBB. From February 1998 through
December 2002, Ms. Arbel served as a sales manager for Merck, Sharp & Dohme in
Israel. Ms. Arbel received a Bachelor's Degree in Biology from Hebrew University
in 1983 and a Masters and PHD in Medical Sciences from Technion University in
1988. She is a member of the Neurological Association and American Society of
Hematology.
As a result of these transactions, each of the following individuals may be
deemed to beneficially own, as a group, an aggregate of 67.2% of the Company's
outstanding shares: Irit Arbel; Rachel Even; Inon Barnea; Ilana Nehorai; Elazar
Nehorai; Osnat Reuvani; Iris Nehorai; Yoram Drucker; Gil Masty; Jonathan Berlin;
Elan Drucker; and Erez Shwartz.
In connection with the above stated transaction, as part of the Share Purchase
Agreement, the Company has entered into an amended license agreement with Reach
Technologies, Inc. Whereas the Company had licensed the right to market digital
data recorders from Reach technologies, Inc., the parties agree that, in
exchange for a payment of $4,233 and the foregiveness of the remaining
promissory notes of $16,741 and all of the remaining accrued interest of
approximately $3,653 owed by the Company to Reach Technologies, Inc., the
Company agrees to convert the license agreement to a worldwide non-exclusive
license.
Furthermore, the Company has entered into a letter of intent with Ramot at Tel
Aviv University Ltd., a company organized under the Laws of the State of Israel
which is the technology transfer company of Tel Aviv University. The Company has
entered into such Letter of Intent to license certain stem cell technology
developed by Professor Eldad Melamed, Dr. Danny Offen and Yossef Levy at the
Felsenstein Medical Research Center of Tel Aviv University. Terms of the license
agreement have not been finalized and the transaction is subject to customary
closing conditions, including but not limited to consents and board approvals.
There can be no assurance as to whether or when the transaction will close.
PLAN OF OPERATION
We intend to enter into a Research and License Agreement with Ramot located in
Israel. In addition to granting us a license under certain stem cell technology
developed by Professor Eldad Melamed (MD), Dr. Daniel Offen (PhD) and Yossef
Levy (MSc) at the Felsenstein Medical Research Center of Tel Aviv University,
the Research and License Agreement would also relate to the rights of a grant to
us to have a license from Ramot with regard to the results of research relating
to such technology conducted and to be funded by us and conducted at the
Felsenstein Medical Research Center of Tel Aviv University, under the
supervision of Professor Eldad Melamed and Dr. Daniel Offen in accordance with a
defined research plan and budget. We intend to sponsor the research for four
years. It is intended that Prof. Melamed's and Dr. Offen's team would continue
the research of applications of adult stem cell transplantation for
neurodegenerative diseases with an initial focus on treatment for Parkinson's
Disease. There can be no assurance that a definitive Research and License
Agreement will be executed. We are currently negotiating the terms and details
of such proposed arrangement.
EMPLOYEES
As of June 5, 2005, we currently only have two executive officers, and no day to
day employees. We are currently managed by Ms. Irit Arbel our President. We
currently use consultants, attorneys and accountants as necessary. If and when
we consummate a transaction with Ramot, we may engage additional employees,
researchers and/or scientific directors.
Transfer Agent
Our transfer agent is First American Stock Transfer, located at 706 E.
Bell Rd, Suite 202, Phoenix, AZ 85022-6642.
ITEM 2. DESCRIPTION OF PROPERTY
Our address is 36 Derech Bait Lechem, Jerusalem, Israel. We are provided with
such space at no charge from one of our current shareholders. We intend to lease
new office space in the United States and/or in Israel, if and when, we finalize
a Research and License Agreement with Ramot. Until that time, we believe that
our current space facility is generally suitable and adequate to accommodate our
current operations.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of nor has any knowledge of any such legal proceedings or claims that
we believe will have, individually or in the aggregate, a material adverse
affect on our business, financial condition or operating results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a) Market Information
Our common stock commenced trading on the Over-the-Counter Bulletin Board (the
"OTC BB") operated by the NASD under the symbol "WZBG.OB" on May 29, 2003. When
we changed our name to Golden Hand Resources, we changed our symbol to "GDNH".
The following table sets forth the high and low bid quotations for the Common
Stock for the periods indicated. These quotations reflect prices between
dealers, do not include retail mark-ups, mark-downs, and commissions and may not
necessarily represent actual transactions.
Common Stock
------------
PERIOD HIGH LOW
---------- ---- ---
Quarter ending June 30, 2003 $0.15 $0.04
Quarter ending September 30, 2003 $0.51 $0.05
Quarter ending December 31, 2003 $1.20 $0.40
Quarter ending March 31, 2004 $1.25 $0.90
Such prices account for a 2:1 stock split of our common stock in August 2003.
Our securities are subject to the Securities and Exchange Commission's "penny
stock" rules. The penny stock rules may affect the ability of owners of shares
of our common stock to sell them. There may be a limited market for penny stocks
due to the regulatory burdens on broker-dealers. In addition the market among
dealers may not be active. Investors in penny stocks often are unable to sell
stock back to the dealer that sold them the stock. The mark-ups or commissions
charged by the broker-dealers might be greater than any profit a seller may
make. Because of large dealer spreads, investors may be unable to sell the stock
immediately back to the dealer at the same price the dealer sold the stock to
the investor. In some cases, the stock may fall quickly in value. Investors may
be unable to reap any profit from any sale of the stock, if they can sell it at
all.
b) Holders
As of June 6, 2004, there were approximately fifty shareholders of record
holding a total of 10,238,000 shares of Common Stock. The holders of the Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Holders of the Common Stock have no
preemptive rights and no right to convert their Common Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.
c) Dividend
We have not paid any dividends on our common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. Our Board
of Directors intends to follow a policy of using retained earnings, if any, to
finance our growth. The declaration and payment of dividends in the future will
be determined by our Board of Directors in light of conditions then existing,
including our earnings, if any, financial condition, capital requirements and
other factors.
d) Recent Sales Of Unregistered Securities from January 1, 2004 through March
31, 2004.
We did not issue any shares of unregistered securities for the fourth
Quarter ended March 31, 2004.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
At March 31, 2004, we had $4,759 in total current assets and $47,667 in current
liabilities. Cash decreased by $5,392 during the year for a balance of $4,604 at
year-end.
Revenues were $0 for the year ended March 31, 2004 compared with $82,889 for the
same period last year.
Total operating expenses increased $15,300, over the previous year, to $73,295.
This net increase was largely due to:
1. an increase in amortization expense of $2,143 resulting from the increased
license cost discussed above,
2. an increase in bank charges and interest of $853 due to the increase in
notes payable,
3. an increase in mineral properties of $16,000, and
4. an increase in travel expenses of $3,916.
Included in total expenses is $12,000 in consulting fees and $3,000 in rent
which was donated by the former President of the Company, Michael Frankenberger,
and therefore did not require cash.
Net loss for the fiscal year ended March 31, 2004 was $73,295 as compared with
$46,806 during the previous fiscal year.
The Company has a deficit of $162,687 at March 31, 2004 and a working capital
deficiency of $42,908 as of March 31, 2004. In the event that the Company
requires more capital, no commitments to provide additional funds have been made
by management or other shareholders. Accordingly, there can be no assurance that
any additional funds will be available on terms acceptable to the Company or at
all. There is substantial doubt regarding the Company's ability to continue as a
going concern.
Our license with Reach Technologies Inc. expires on September 30, 2004. The
license is renewable by mutual agreement between us and Reach Technologies Inc.
for an additional three-year periods. We have not yet begun discussions with
Reach Technologies Inc. with respect to the license renewal.
We do not foresee any significant changes in the number of our employees over
the next twelve months except in the event we finalize our Research and License
Agreement with Ramot or complete any other acquisitions which would require the
Company to hire additional employees related to that business.
We have not paid dividends on our common stock, and we intend to reinvest our
earnings, if any, to support its working capital and expansion requirements.
We do not expect to sell any manufacturing facilities or significant equipment
over the next twelve months except within the demands of potential acquisitions
that the Company may pursue.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Areas where significant estimates have been applied include
the value of donated services and recoverability of license costs. Actual
results could differ from those estimates.
The methods, estimates, and judgments we use in applying our most critical
accounting policies have a significant impact on the results that we report in
our financial statements. The SEC considers an entity's most critical accounting
policies to be those policies that are both most important to the portrayal of a
company's financial condition and results of operations, and those that require
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about matters that are inherently uncertain at the
time of estimation. We believe the following critical accounting policies, among
others, require significant judgments and estimates used in the preparation of
our financial statements:
Recoverability of license costs since commercial have recently commenced and
operations and future profitability will determine if the license cost is
recoverable; a judgment must be made with respect to its recoverability. Value
of donated services represents a significant expense of the company that does
not use cash. It is not based on an any contract and therefore requires an
estimate.
RECENT ACCOUNTING PRONOUNCEMENTS
The following is disclosure regarding recent accounting pronouncements and their
effect or potential effect on our financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," ("FIN No. 46") as superseded in December 2003 by
FASB issued Interpretation No. 46R, "Consolidation of Variable Interest
Entities--an interpretation of ARB 51 ("FIN No. 46R"). FIN No. 46R requires the
primary beneficiary of a variable interest entity ("VIE") to consolidate the
entity and also requires majority and significant variable interest investors to
provide certain disclosures. A VIE is an entity in which the equity investors do
not have a controlling interest, equity investors participate in losses or
residual interests of the entity on a basis that differs from its ownership
interest, or the equity investment at risk is insufficient to finance the
entity's activities without receiving additional subordinated financial support
from the other parties. FIN No. 46R is applicable for the Company starting
February 1, 2004. We do not expect the adoption of FIN No. 46R to have a
material impact on our financial condition or results of operations.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS 150
changes the accounting for certain financial instruments that under previous
guidance issuers could account for as equity. It requires that those instruments
be classified as liabilities in balance sheets. The guidance in SFAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and otherwise is effective on July 1, 2003. The adoption of SFAS
150 did not impact our financial position, cash flows or results of operations.
In December 2003, the SEC issued SAB 104. This staff accounting bulletin revises
or rescinds certain sections of SAB 101, which gives interpretation guidance
about revenue recognition. SAB 104 makes the interpretive guidance of SAB 101
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. The adoption of SAB 104 in the fourth quarter of fiscal
2004 did not impact our financial position, cash flows or results of operations.
RISK FACTORS
You should carefully consider the following risks and the other information
contained in this Annual Report. The price of our common stock could decline due
to any of these risks, and you could lose all or part of your investment. You
also should refer to the other information included in this Report, including
the financial statements and related notes thereto. In addition, the risks
described below are not the only ones facing us. We have described only the
risks we consider material. However, there may be additional risks that we view
as not material or of which we are not presently aware. If any of the events
described below were to occur, our business, prospects, financial condition or
results of operations or cash flow could be materially adversely affected. When
we say that something could or will have a material adverse effect on it, we
mean that it could or will have one or more of these effects.
WE ARE A START UP COMPANY THAT HAS RECENTLY COMMENCED COMMERCIAL OPERATIONS AND
THEREFORE DO NOT HAVE THE EXPERIENCE TO PREDICT WHETHER WE WILL GENERATE REVENUE
IN THE FUTURE
We are start up company. As a result, our business model is still in an evolving
stage. Since we have only recently commenced operations, we do not have the
benefit of the many years of experience that some other companies have and can
use to modify their business plans and optimize their business strategies. Our
ability to generate revenue and income is unproven.
WE MAY NOT BE ABLE TO RAISE ADDITIONAL FINANCING IF NEEDED FOR OUR BUSINESS AND
IN THE EVENT OF A BANKRUPTCY SHAREHOLDERS COULD LOSE THEIR ENTIRE INVESTMENT
Our ultimate success may depend on our ability to raise additional capital.
Failure to raise the necessary funds in a timely fashion will severely effect
our operations and we would be unable to implement our business plan. If we
raise additional funds through the issuance of equity, equity-related or
convertible debt securities, these securities may have rights, preferences or
privileges senior to those of the rights of its common stock and its
stockholders may experience additional dilution. In the event of a bankruptcy in
either case, shareholders could loose their entire investments as a result of
the senior preferences or privileges. No definitive commitments to provide
additional funds have been made by management or other shareholders. When
additional capital is needed, we may not be able to source funds that can be
obtained on terms acceptable to us.
OUR AUDITORS HAVE EXPRESSED THAT THERE IS SUBSTANTIAL DOUBT REGARDING OUR
ABILITY TO CONTINUE AS A GOING CONCERN AND THEREFORE INVESTORS COULD LOOSE THEIR
ENTIRE INVESTMENT.
Our auditors have expressed that there is substantial doubt regarding the
Company's ability to continue as a going concern. We have not generated
significant revenues since inception. We may not be able to sell any of our
products at a profit sufficient to cover operating expenses and may not be able
to consummate a Research and License Agreement with Ramot. There is therefore
substantial doubt regarding our ability to continue as a going concern.
OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY, WHICH COULD
INCREASE THE VOLATILITY OF OUR STOCK PRICE.
We are a start up company. For this reason, you should not rely on
period-to-period comparisons of our financial results as indications of future
results. Our future operating results could fall below the expectations of
public market analysts or investors and significantly reduce the market price of
our common stock. Fluctuations in our operating results could increase the
volatility of our stock price.
THE PRICE OF OUR STOCK IS EXPECTED TO BE HIGHLY VOLATILE
The market price of our common stock has fluctuated significantly in the short
time it has been traded, and is likely to continue to be highly volatile. To
date, the trading volume in our stock has been relatively low and significant
price fluctuations can occur as a result. If the low trading volumes experienced
to date continue, such fluctuations could occur in the future. We cannot provide
assurance that the sale price of our common stock will not fluctuate or decline
significantly in the future. Investors may therefore have difficulty selling
their shares. In addition, the U.S. equity markets have from time to time
experienced significant price and volume fluctuations. These broad market
fluctuations may materially adversely affect the market price of our common
stock in the future. Such fluctuations and variations may be the result of
changes in our business or prospects, announcements of technological innovations
and new products by competitors, our competitors or us entering into new
contractual relationships with the strategic partners, proposed acquisitions by
us or our competitors, financial results that fail to meet public market analyst
expectations of performance, regulatory considerations and general market and
economic conditions in the U.S. and throughout the world.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR STOCK DUE TO
THE WAY IN WHICH STOCK TRADES ARE HANDLED BY BROKER-DEALERS
Because of large broker-dealer spreads, investors may be unable to sell the
stock immediately back to the broker-dealer at the same price the broker-dealer
sold the stock to the investor. In some cases, the stock may fall quickly in
value. Investors may be unable to reap any profit from any sale of the stock, if
they can sell it at all. The market among broker-dealers may not be active.
Investors in penny stock often are unable to sell stock back to the dealer that
sold them the stock. The mark ups or commissions charged by the broker-dealers
may be greater than any profit a seller may make.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR STOCK DUE TO
FEDERAL PENNY STOCK REGULATIONS
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
o that a broker or dealer approve a person's account for transactions
in penny stocks; and
o the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
o obtain financial information and investment experience objectives of
the person; and
o make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the
suitability determination; and
o that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
LIMITED LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE
SHAREHOLDERS FROM BRINGING A LAWSUIT AGAINST THEM.
Our Articles of Incorporation contain provisions that limit the liability of our
directors for monetary damages and provide for indemnification of our officers
and directors. These provisions may discourage shareholders from bringing a
lawsuit against officers and directors for breaches of fiduciary duty and may
also reduce the likelihood of derivative litigation against officers and
directors even though such action, if successful, might otherwise have benefited
the shareholders. In addition, a shareholder's investment in our Company may be
adversely affected to the extent that costs of settlement and damage awards
against officers or directors are paid by us pursuant to the indemnification
provisions of the articles of incorporation. The impact on a shareholder's
investment in terms of the cost of defending a lawsuit may deter the shareholder
from bringing suit against one of our officers or directors. We have been
advised that the SEC takes the position that these provisions do not affect the
liability of any director under applicable federal and state securities laws.
ITEM 7. FINANCIAL STATEMENTS
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Index
Independent Auditors' Report...............................................F-1
Balance Sheets.............................................................F-2
Statements of Operations...................................................F-3
Statements of Cash Flows...................................................F-4
Statement of Stockholders' Equity..........................................F-5
Notes to the Financial Statements..........................................F-6
[LETTERHEAD OF MANNING ELLIOTT]
Independent Auditors' Report
----------------------------
To the Stockholders and Board of Directors of
Golden Hand Resources Inc. (formerly Wizbang Technologies, Inc.)
We have audited the accompanying balance sheets of Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.) as of March 31, 2004 and 2003 and the
related statements of operations, cash flows and stockholders' equity for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.), as of March 31, 2004 and 2003, and the
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not attained profitable operations since inception
and has a working capital deficit. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ "Manning Elliott"
---------------------------------
CHARTERED ACCOUNTANTS
Vancouver, Canada
May 26, 2004
F-1
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Balance Sheets
(Expressed in U.S. Dollars)
March 31, March 31,
2004 2003
$ $
ASSETS
Current Assets
Cash 4,604 9,996
Prepaid expenses 155 305
--------------------------------------------------------------------------------
Total Current Assets 4,759 10,301
--------------------------------------------------------------------------------
Product License (Note 3)
Cost 66,000 66,000
Accumulated Amortization (54,529) (30,815)
--------------------------------------------------------------------------------
Net 11,471 35,185
--------------------------------------------------------------------------------
Total Assets 16,230 45,486
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable 140 --
Accrued liabilities 6,509 4,154
Notes payable (Notes 3 and 4) 30,974 20,974
Advance from related party (Note 5(b)) 10,044 --
--------------------------------------------------------------------------------
Total Liabilities 47,667 25,128
--------------------------------------------------------------------------------
Contingencies and Commitments (Notes 1, 3 and 4)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 20,000,000 preferred shares authorized
with par value $.0001; none issued -- --
Common stock: 100,000,000 common shares authorized with
par value $.0001; 10,238,000 and 20,200,000 issued and
outstanding, respectively 1,024 2,020
Additional paid in capital 81,476 73,980
Donated capital (Note 5(a)) 48,750 33,750
--------------------------------------------------------------------------------
131,250 109,750
Deficit (162,687) (89,392)
--------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit) (31,437) 20,358
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficit) 16,230 45,486
================================================================================
(The accompanying notes are an integral part of the financial statements)
F-2
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Statements of Operations
(Expressed in U.S. Dollars)
Year Ended
March 31,
2004 2003
$ $
Revenues -- 82,889
Cost of Sales -- 71,700
--------------------------------------------------------------------------------
Gross Margin -- 11,189
--------------------------------------------------------------------------------
Operating Expenses
Amortization 23,714 21,571
Bank charges and interest 2,348 1,495
Communication 3,240 4,042
Consulting (Note 5(a)) 12,000 17,644
Mineral properties 16,500 --
Professional fees 8,577 10,243
Rent 3,000 3,000
Travel 3,916 --
--------------------------------------------------------------------------------
Total Operating Expenses 73,295 57,995
--------------------------------------------------------------------------------
Net Loss for the Year (73,295) (46,806)
================================================================================
Net Loss Per Share - Basic and Diluted (0.00) (0.00)
================================================================================
Weighted Average Shares Outstanding 17,100,000 20,200,000
================================================================================
(The accompanying notes are an integral part of the financial statements)
F-3
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Statements of Cash Flows
(Expressed in U.S. Dollars)
Year Ended
March 31,
2004 2003
$ $
Cash Flows From Operating Activities
Net loss (73,295) (46,806)
Adjustments to reconcile net loss to net cash used
by operating activities:
Amortization 23,714 21,571
Donated consulting services 12,000 12,000
Donated rent 3,000 3,000
Mineral property acquisition 16,500 --
Change in operating assets and liabilities
Decrease in prepaid expenses 150 445
Increase in accounts payable 140 --
Increase in accrued liabilities 2,355 2,778
--------------------------------------------------------------------------------
Net Cash Used In Operating Activities (15,436) (7,012)
--------------------------------------------------------------------------------
Cash Flows From Financing Activities
Advances from related party 10,044 --
Repayment of notes payable -- (19,140)
--------------------------------------------------------------------------------
Net Cash Flows From (Used In) Financing Activities 10,044 (19,140)
--------------------------------------------------------------------------------
Decrease In Cash (5,392) (26,152)
Cash, Beginning of Year 9,996 36,148
--------------------------------------------------------------------------------
Cash, End of Year 4,604 9,996
================================================================================
Non-Cash Financing Activities
Note payable issued to purchase mineral claim option 10,000 --
Common shares issued to purchase mineral claim option 6,500 --
Notes payable issued to purchase license -- 30,000
================================================================================
Supplemental Disclosures
Interest paid -- --
Income taxes paid -- --
================================================================================
(The accompanying notes are an integral part of the financial statements)
F-4
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Statement of Stockholders' Equity
(Expressed in U.S. Dollars)
Additional Total
Paid-in Donated Stockholders
Shares Amount Capital Capital Deficit Equity (Deficit)
# $ $ $ $ $
Balance - March 31, 2002 20,200,000 2,020 73,980 18,750 (42,586) 52,164
Value of rent donated by related party -- -- -- 3,000 -- 3,000
Value of services donated by related party -- -- -- 12,000 -- 12,000
Net loss for the year -- -- -- -- (46,806) (46,806)
---------------------------------------------------------------------------------------------------------------------------------
Balance - March 31, 2003 20,200,000 2,020 73,980 33,750 (89,392) 20,358
Common shares issued to purchase mineral option
at $0.065 per share (Note 4) 100,000 10 6,490 -- -- 6,500
Cancellation of common shares (Note 4) (10,062,000) (1,006) 1,006 -- -- --
Value of rent donated by related party -- -- -- 3,000 -- 3,000
Value of services donated by related party -- -- -- 12,000 -- 12,000
Net loss for the year -- -- -- -- (73,295) (73,295)
---------------------------------------------------------------------------------------------------------------------------------
Balance - March 31, 2004 10,238,000 1,024 81,476 48,750 (162,687) (31,437)
=================================================================================================================================
See Note 6(a) for a two for one split of shares. All per share amounts have been
retroactively adjusted to reflect the stock split.
(The accompanying notes are an integral part of the financial statements)
F-5
1. Company Background
Golden Hand Resources Inc. (formerly Wizbang Technologies, Inc.) ("the
Company") was incorporated in the State of Washington on September 22,
2000. On this date the Company entered into a licensing agreement with
Reach Technologies, Inc., a Canadian Corporation. The license agreement
allow the Company to sell a Digital Data Recorder product line worldwide.
On July 31, 2003 the Company acquired an option to purchase the Dalhousie
Mineral Claim, situated in the Stewart Area, Skeena Mining Division in the
Province of British Columbia, Canada but this agreement was terminated
(See Note 8). The Company's principal business plan is to seek immediate
earnings by exploiting the license agreement with Reach Technologies, Inc.
The Company emerged from being a development stage company during the
fiscal year ended March 31, 2003. In a development stage company,
management devoted most of its activities to establishing the business.
The Company has a deficit of $162,687 at March 31, 2004 and a working
capital deficiency of $42,908 as of March 31, 2004; however, plans to
generate sufficient cash flow from sales to meet its long-term
requirements. Existing cash and cash flow from sales is expected to
fulfill future capital needs, if sales in the long-term are insufficient,
the Company may need additional capital to carry out its business plan. In
the event that the Company requires more capital, no commitments to
provide additional funds have been made by management or other
shareholders. Accordingly, there can be no assurance that any additional
funds will be available on terms acceptable to the Company or at all.
There is substantial doubt regarding the Company's ability to continue as
a going concern.
2. Summary of Significant Accounting Principles
a) Year End
The Company's fiscal year end is March 31.
b) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity
of three months or less at the time of issuance to be cash
equivalents.
c) Long-lived Assets
Long-lived assets such as licenses and patents are evaluated for
impairment when events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable through the
estimated undiscounted future cash flows from the use of these
assets. When any such impairment exists, the related assets will be
written down to fair value.
d) Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Areas where significant estimates have been
applied include the value of donated services and recoverability of
license costs. Actual results could differ from those estimates.
F-6
2. Summary of Significant Accounting Principles (continued)
e) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing
net income (loss) available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including
stock options, using the treasury stock method, and convertible
preferred stock, using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
f) Revenue Recognition
The Company recognizes revenue from sales of Digital Data Recorders
when goods have been shipped and title has passed to the customer.
The Company recognizes revenue in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements. " Revenue is
recognized only when the price is fixed or determinable, persuasive
evidence of an arrangement exists, the service is performed, and
collectibility is reasonably assured.
The Company follows the guidance pursuant to Emerging Issues Task
Force (EITF) No. 99-19, "Reporting Revenue Gross as a Principal
versus Net as an Agent. "The Company records revenue on a gross
basis representing the amount that has been billed to a customer.
The Company has the risks and rewards of ownership including the
risk of loss for collection, delivery and returns. Also the Company
has latitude in establishing product pricing above a specific
minimum price and also has bears all credit risk in the event
collection is not made from a customer.
g) Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at March 31, 2004 and
2003, the Company has no items that represent comprehensive loss
and, therefore, has not included a schedule of comprehensive loss in
the financial statements.
h) Concentrations
Financial instruments consist of cash and equivalents, accounts
payable, accrued liabilities and notes payable. The fair values of
these financial instruments were estimated to approximate their
carrying values due to their immediate or short-term maturity.
Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash that is
maintained in a US dollar account with a major financial institution
in Canada.
The Company's products are sold to aircraft and spacecraft
manufacturers both in government and the private sector. For the
fiscal year ended March 31, 2004 the Company had no sales revenues.
For the fiscal year ended March 31, 2003 revenues represented sales
to two different customers. Two customers accounted for all sales
revenue and each represented more than 10% of revenue. Those
customers were the Government of China, were the product is being
used in a civilian ground station and the National Aeronautics and
Space Administration (NASA). These two customers represented
approximately 85% and 15% of sales and 90% and 10% of cost of sales,
respectively.
F-7
2. Summary of Significant Accounting Principles (continued)
h) Concentrations
The Company currently relies on a single supplier of goods that are
resold by the Company. The Company currently has no alternative
supplier and may not be able to locate such a source. The inability
of this supplier to fulfill supply requirements would materially
impact future operating results.
i) Mineral Property Acquisition and Exploration Costs
All costs related to the acquisition of mineral properties and any
exploration expenses are charged to operations. If any of the
Company's mineral properties attains commercial production, any
capitalized costs will be amortized on a unit of production basis.
If the mineral properties are abandoned or otherwise impaired, any
costs that were capitalized are charged to operations.
j) Recent Accounting Pronouncements
In December 2003, the United States Securities and Exchange
Commission issued Staff Accounting Bulletin No. 104, "Revenue
Recognition" (SAB 104), which supercedes SAB 101, "Revenue
Recognition in Financial Statements." The primary purpose of SAB 104
is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, which was superceded as a
result of the issuance of EITF 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables." While the wording of SAB
104 has changed to reflect the issuance of EITF 00-21, the revenue
recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. The adoption of SAB 104 did not have a material
impact on the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). The requirements of
SFAS No. 150 apply to issuers' classification and measurement of
freestanding financial instruments, including those that comprise
more than one option or forward contract. SFAS No. 150 does not
apply to features that are embedded in a financial instrument that
is not a derivative in its entirety. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatory
redeemable financial instruments of nonpublic entities. It is to be
implemented by reporting the cumulative effect of a change in an
accounting principle for financial instruments created before the
issuance date of SFAS No. 150 and still existing at the beginning of
the interim period of adoption. Restatement is not permitted. The
adoption of this standard did not have a material effect on the
Company's results of operations or financial position.
3. Product License
The Company acquired the right to market and sell a Digital Data Recorder
product line (the "License") in the states of North Dakota, South Dakota,
Nebraska, Kansas, Montana, Wyoming, and Colorado. The licensed product
consists of 0 to 40 Megabit per second Bit Error Rate Testers that are
configured for laboratory and onsite use. Models consist of laboratory,
rack mount and portable versions. The licensor maintains the right to set
the minimum price of the licensed products. The license was acquired on
September 22, 2000 and has a four-year term. The license was purchased by
F-8
the Company for $16,000 cash from Reach Technologies, Inc. ("Reach"),
which is one-third owned by the President of the Company and two-thirds
owned by arms-length parties. Reach manufactures all of the products that
the Company sells. Under the terms of the License agreement, the Company
purchases products from Reach and resells them.
F-9
3. Product License (continued)
On October 31, 2001 the Company agreed to pay $20,000 in the form of a
note payable, due October 31, 2003, to amend the License agreement to a
worldwide exclusive license, except in the territories of Washington DC,
Virginia, West Virginia, Maryland, Pennsylvania, New York, Connecticut,
Massachusetts, New Hampshire, Maine, Ohio, Kentucky and Tennessee where
the license will be non-exclusive. The Company has repaid the note payable
in full.
On June 10, 2002 the Company agreed to pay $30,000 in the form of a note
payable, due June 30, 2004, to amend the License agreement to include a
worldwide exclusive license for data recorders in the 41 to 160 mega bit
per second range. Interest is accrued on the unpaid principal amount of
$20,974 at a rate of 7% per annum and matures June 30, 2004 and is due on
demand in the event of termination for cause, which includes breach of the
agreement; the bankruptcy or insolvency of Golden Hand Resources Inc.; or
the conviction of Golden Hand Resources Inc., its officers or directors,
of any crime involving moral turpitude. As at March 31, 2004, the balance
owing on the note payable is $20,974 and accrued interest of $3,550 is
included in accrued liabilities.
The product license is being amortized on a straight-line basis over four
years.
On May 4, 2004 the Company amended the License Agreement with Reach
Technologies Inc. in exchange for a cash payment of $4,233 and the
forgiveness of the remaining balance on the promissory note of $16,741 and
accrued interest of $3,653. The Company agreed to convert the license to a
worldwide non-exclusive license.
The amortization of the license for the remainder of the license agreement
is as follows:
$
2005 11,471
=====================================
4. Mineral Claim
On July 31, 2003 the Company acquired an option to purchase the Dalhousie
Mineral Claim, situated in the Stewart Area, Skeena Mining Division in the
Province of British Columbia, Canada. The purchase price was $10,000
payable to the vendor within ninety days of the date of the Sale Agreement
("the Agreement"). The Company, pursuant to the Agreement, was required to
split the common shares on a two for one basis and cancel an appropriate
number of shares held by the Company's President to leave 10,100,000
post-split shares issued and outstanding prior to any share issuances to
the vendor. The cancellation of shares held by the Company's President was
completed as of December 31, 2003. Pursuant to the Agreement the Company
was required to issue 100,000 post-split shares within ninety days of the
date of the Agreement (see Note 6(a)) and 100,000 post-split shares on the
beginning of any exploration program which the Company carries out on the
Dalhousie Claim. Also, pursuant to the Agreement, the Company was to issue
100,000 post-split common shares to the vendor, upon the Dalhousie Claim
being put into commercial production.
On September 1, 2003 the Company amended its Agreement such that the cash
purchase price of the Dalhousie Mineral Claim was made by way of
promissory note and that upon issue of the first tranche of 100,000
shares, the option portion of the Agreement would complete and transfer of
claims and title would pass to the Company as described in the Agreement.
As at March 31, 2004, the balance owing on the note payable was $10,000
and accrued interest of $408 was included in accrued liabilities.
F-10
4. Mineral Claim (continued)
On October 6, 2003 the Company completed its option on the Dalhousie
Mineral Claim by issuing 100,000 shares to the vendor pursuant to the
Agreement. Also pursuant to the Agreement, the Company cancelled
10,062,000 shares owned by the President.
On May 4, 2004 the Dalhousie Mineral Claim was returned to the vendor in
exchange for the forgiveness of $10,408 owing to the vendor.
5. Related Party Transactions/Balances
a) A company controlled by the President of the Company donated
services valued at $12,000 (2002 - $12,000) and rent valued at
$3,000 for the years ended March 31, 2004 (2003 - $3,000). These
amounts were charged to operations and classified as "Donated
capital" in stockholders' equity.
b) The President of the Company advanced $10,044 for working capital
purposes. The amount is unsecured, non-interest bearing and payable
on demand.
c) The Company's President and controlling shareholder is also a 50%
shareholder in Reach Technologies, Inc. ("Reach"). The other
shareholders of Reach are not related to the Company. Under the
terms of the license agreement with Reach, which was negotiated at a
time when the Company's President was a one third shareholder in
Reach and therefore at arms length, the Company acquires products
from Reach for sale to unrelated third parties. The Company made no
purchases from Reach during the year ending March 31, 2004 (2003 -
$71,700).
6. Common Stock
a) On August 12, 2003. pursuant to the Dalhousie Sale Agreement
referred to in Note 4, the Company executed a two for one split of
common shares. All per share amounts have been retroactively
adjusted to reflect the stock split.
b) On September 12, 2003, pursuant to the Dalhousie Sale Agreement
referred to in Note 4, the Company issued 100,000 common shares to
the original vendor of the Dalhousie Mineral Claim.
c) In December 2003, pursuant to the Dalhousie Sales Agreement referred
to in Note 4, the Company cancelled 10,062,000 shares owned by the
President.
7. Income Taxes
The Company has adopted the provisions of SFAS No. 109, "Accounting for
Income Taxes". Pursuant to SFAS No. 109, the Company is required to
compute tax asset benefits for net operating loss carry forwards.
Potential benefit of net operating losses has not been recognized in the
financial statements because the Company cannot be assured that it is more
likely than not that it will utilize the net operating loss carry forwards
in future years.
The Company has net operating loss carry forwards of $113,000 to offset
future years taxable income expiring in fiscal 2015 through 2018.
F-11
7. Income Taxes (continued)
The components of the net deferred tax asset, the statutory tax rate, the
effective tax rate and the elected amount of the valuation allowance are
scheduled below:
2004 2003
$ $
Net Operating Losses 57,000 33,583
Statutory Tax Rate 34% 34%
Effective Tax Rate -- --
Deferred Tax Asset 19,380 11,418
Valuation Allowance (19,380) (11,418)
---------------------------------------------------------
Net Deferred Tax Asset -- --
=========================================================
8. Subsequent Events
a) On May 4, 2004 the Company amended the Dalhousie Sale Agreement with
the original vendor. In exchange for the forgiveness of the
promissory note of $10,000 and accrued interest of $408 owed by the
Company, the Dalhousie mineral claim was returned to the vendor.
b) On May 4, 2004 the Company amended the License Agreement with Reach
Technologies Inc. in exchange for a cash payment of $4,233 and the
forgiveness of the remaining balance on the promissory note of
$16,741 and accrued interest of $3,653. The Company agreed to
convert the license to a worldwide non-exclusive license.
F-12
ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have had no changes in or disagreements with its independent auditors on any
matter of accounting principles or practices or financial statement disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our directors hold office until the next annual meeting of our
shareholders or until their successors are duly elected and qualified. Set forth
below is a summary description of the principal occupation and business
experience of each of our directors and executive officers for at least the last
five years.
Name Age Position
-------------------- --- -------------------------
Irit Arbel 44 President and Director
Mike Frankenberber 41 Assistant Secretary and Director
Irit Arbel has served as our President and Director Since April 28, 2004. Dr.
Arbel earned her Post Doctorate degree in 1997 in Neurobiology, after performing
research in the area of Multiple Sclerosis. Following years of research in the
fields of Alzheimer disease, immunology and osteoporosis with numerous
publications, Dr. Arbel acquired managerial experience through her position as
Israeli Sales Manager of Merck, Sharp & Dohme, a pharmaceutical company, from
1998 to 2002. From 1995 to 1997, Dr. Arbel served as the head of research for
Hadassa - Ein Karem Hospital in Jerusalem, Israel. Dr Arbel specialized in the
use of pharmaceuticals for neurology, ophthalmology and dermatology treatments.
Dr. Arbel also holds a Chemical Engineering degree from the Technion, Israel
Institute of Technology.
Mr. Frankenberger became a director and officer of Wizbang Technologies Inc. in
September 2000. In 1987, Mr. Frankenberger graduated from the University of
British Columbia with a degree in accounting and management information systems.
Mr. Frankenberger qualified as a Chartered Accountant in 1990. During the past
eight years, Mr. Frankenberger has worked with Reach Technologies Inc. as a
Director and Chief Financial Officer. While initially working with Reach
Technologies, Inc., Mr. Frankenberger worked for two years as Chief Financial
Officer of Axion Internet, an Internet service provider. Mr. Frankenberger also
worked for two years as Chief Financial Officer with Starcom Inc., a regional
telecommunications company. Mr. Frankenberger devotes approximately 40% of his
time to Reach Technologies, Inc.
Involvement in Certain Legal Proceedings
We are not aware of any material legal proceedings that have occurred
within the past five years concerning any director, director nominee, or control
person which involved a criminal conviction, a pending criminal proceeding, a
pending or concluded administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.
ITEM 10. EXECUTIVE COMPENSATION
The following table provides summary information for the fiscal years 2002 and
2003 concerning cash and noncash compensation paid or accrued by us to or on
behalf of the president and any other employee(s) to receive compensation in
excess of $100,000.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
----------------------------------- ---------------------- -------
Other Securities
Annual Restricted Under-
Name and compen- Stock Lying LTIP All Other
Principal Salary Bonus sation Awards Options/ Payouts Compen-
Position Year ($) ($) ($) ($) SARs (#) ($) sation ($)
----------------- ------------------------------------------------------------------------------------------------
Irit Arbel 2003 -- -- -- -- -- -- $ 0
President
Mike
Frankenberger
Former President 2001 -- -- -- -- -- -- $ 6,000*
And Director 2002 $ 4,141 -- -- -- -- -- $ 9,000*
2003 -- -- -- -- -- -- $ 12,000*
2004 -- -- -- -- -- --
* This is a non cash item and accounted for as donated capital in the financial
statements
Compensation of Directors
There is no plan in place at this time for our directors to be compensated.
We do not have any Stock Option Plans.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our common as of June 5, 2004, by each shareholder who is known by
us to beneficially own more than 5% of the outstanding common stock, by each
director, and by all executive officers and directors as a group.
Title Of Class Name And Address Of Amount And Nature
Beneficial Owner Of Beneficial Owner Percent Of Class
----------------- ---------------------- ------------------- ----------------
Common Stock Irit Arbel 2,300,000 22.46%
c/o Golden Hand
Resources, Inc.
Suite 679, 185 -
911 Yates Street
Victoria, British
Columbia V6X 2T1,
CANADA
----------------- ---------------------- ------------------- ----------------
Common Stock Mike Frankenberger 120,000 (*)
c/o Golden Hand
Resources, Inc.
Suite 679, 185 -
911 Yates Street
Victoria, British
Columbia V6X 2T1,
CANADA
----------------- ---------------------- ------------------- ----------------
Common Stock All Executive 2,420,000 23.63%
Officers and Directors
as a Group (2)
----------------- ---------------------- ------------------- ----------------
(*) Represents less than one percent of our total share of common stock
currently outstanding.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A company controlled by our former President, Mike Frankenberger, donated
services valued at $12,000 and rent valued at $3,000 for the years ended March
31, 2004. These amounts were charged to operations and classified as "Donated
capital" in our stockholders' equity.
Our former President, Mike Frankenberger, advanced $10,044 for working capital
purposes. The amount is unsecured, non-interest bearing and payable on demand.
Such amount has been repaid in full.
Our former President and controlling shareholder, Mike Frankenberger, is also a
50% shareholder in Reach Technologies, Inc. ("Reach"). The other shareholders of
Reach are not related to the Company. Under the terms of the license agreement
with Reach, which was negotiated at a time Mike Frankenberger was a one third
shareholder in Reach and therefore at arms length, the Company acquires products
from Reach for sale to unrelated third parties. The Company made no purchases
from Reach during the year ending March 31, 2004.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
Within the 90 days prior to the date of this Annual Report for the year
ended March 31, 2004, we carried out an evaluation, under the supervision and
with the participation of our management, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure
controls and procedures are designed to insure that information required to be
disclosed by a company in the reports that it files under the Exchange Act is
recorded, processed, summarized and reported within required time periods
specified by the SEC's rules and forms. Based upon that evaluation, our Chief
Executive Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to the
company (including our consolidated subsidiaries) required to be included in the
company's period SEC filings.
(b) Changes in Internal Control.
Subsequent to the date of such evaluation as described in subparagraph (a)
above, there were no significant changes in our internal controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.
Item 14. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Description
------------------ ------------------------------------------------------
3(a)(i). . . . . . Articles Of Incorporation Of Wizbang Technologies Inc.
(Incorporated by reference filed with the Company's
Form S-1 on May 24, 2001).
3(a)(ii) . . . . . By-laws Of Wizbang Technologies Inc. (Incorporated by
reference filed with the Company's Form S-1 on May 24,
2001 ).
4. . . . . . . . . Specimen Share of Common Stock (Incorporated by
reference filed with the Company's Form S-1 on May 24,
2001).
10.1 . . . . . . . Agreement Between Wizbang Technologies Inc. And Reach
Technologies Inc Dated September 22, 2000 for the
right to distribute the Reach Technologies Inc.
licensed product line. (Incorporated by reference
filed with the Company's Form S-1 on May 24, 2001)
10.2 . . . . . . . Agreement Between Wizbang Technologies Inc. And Reach
Technologies Inc Dated October 31, 2001 amending the
Licensing Agreement with Reach Technologies, Inc.
dated September 22, 2000 as it pertains to new
territory. Previously filed with the SEC on November
14, 2002 with Wizbang Technologies Inc.'s annual
report on Form 10-KSB/A for the fiscal year ended
March 31, 2002.
10.3 . . . . . . . Agreement Between Wizbang Technologies Inc. And Reach
Technologies Inc Dated June 10, 2002 amending the
Licensing Agreement with Reach Technologies, Inc.
dated September 22, 2000 as it pertains to new
territory. Previously filed with the SEC on November
14, 2002 with Wizbang Technologies Inc.'s current
report on Form 8-K/A for the fiscal year ended March
31, 2002.
10.4 . . . . . . . Agreement Between Golden Hand Resources, Inc. And
Reach Technologies Inc Dated May 4, 2004 amending the
Licensing Agreement with Reach Technologies, Inc.
dated September 22, 2000.
31.1 . . . . . . . Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Exchange Act
Rule 13a-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 . . . . . . . Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
The Company did not file a Current Report on Form 8-K for the fourth
quarter ended March 31, 2004.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GOLDEN HAND RESOURCES, INC.
Date: June 11, 2004 By: /s/ Irit Arbel
----------------------------------------
Irit Arbel
President (Principal Executive Officer
and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
----------------------- -------------------------------- --------------
/s/ Irit Arbel President and Director June 11, 2004
-----------------------
Irit Arbel
/s/ Mike Frankenberger Director June 11, 2004
-----------------------
Mike Frankenberger
INDEX TO EXHIBITS
Exhibit
Number Description
------- ---------------------------------------------------------------------
10.4 Agreement Between Golden Hand Resources, Inc. And Reach Technologies
Inc Dated May 4, 2004 amending the Licensing Agreement with Reach
Technologies, Inc. dated September 22, 2000.
31.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.