UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE QUARTERLY PERIOD ENDED June 30, 2004
-------------
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
Commission File Number 0-21931
GOLDEN HAND RESOURCES INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Washington 912061053
---------- ---------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
36 Derech Bait Lechem
Jerusalem, Israel
----------------------------------------
(Address of principal executive offices)
011-972-6737445
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 |_|
The number of shares outstanding of the Issuer's Common Stock, $.001 Par Value,
as of August 13, 2004 was 10,428,000.
EXPLANATORY NOTE:
THIS AMENDMENT TO OUR QUARTERLY REPORT ON FORM 10-QSB/A FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2004 REFLECTS THE FOLLOWING CHANGES:
1. The Loss on impairment of intangible asset in the Statement of Cash
Flows in the amount of $11,471 has been inadvertently subtracted
instead of added. This has been corrected.
2. The Professional Fees in the Statement of Operations were increased
from $2,916 to $3,116 to reflect a $200 fee that had inadvertently
not been included and the Accrued Liabilities were increased by $2
from $2,399 to $2,401.
3. Changes to correspond to the above corrections were made throughout
the Balance Sheet, Statement of Operations, Statement of Cash Flows
and Management's Discussion and Analysis. The resulting Cash, End of
Period was $67,817 as opposed to the previously reported $44,875.
WE HAVE MADE NO OTHER CHANGES TO THE PREVIOUSLY FILED FORM 10-QSB FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2004. ALL INFORMATION IN THIS 10-QSB/A IS AS OF
JUNE 30, 2004 AND DOES NOT REFLECT, UNLESS OTHERWISE NOTED, ANY SUBSEQUENT
INFORMATION OR EVENTS.
PART 1 - FINANCIAL INFORMATION
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Balance Sheets
(Expressed in U.S. Dollars)
June 30, March 31,
2004 2004
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash 67,817 4,604
Prepaid expenses 155 155
--------------------------------------------------------------------------------
Total Current Assets 67,972 4,759
--------------------------------------------------------------------------------
Product License (Note 3)
Cost -- 66,000
Accumulated amortization -- (54,529)
--------------------------------------------------------------------------------
Product License, Net -- 11,471
--------------------------------------------------------------------------------
Total Assets 67,972 16,230
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable 200 140
Accrued liabilities 4,950 6,509
Notes payable (Notes 3 and 4) -- 30,974
Advance from related party (Note 5(d)) -- 10,044
--------------------------------------------------------------------------------
Total Liabilities 5,150 47,667
--------------------------------------------------------------------------------
Contingencies and Commitments (Notes 1, 3 and 4)
Subsequent event (Note 7)
STOCKHOLDERS' EQUITY
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; 10,428,000 and 10,238,000 issued and
outstanding, respectively (Note 6(a)) 1,043 1,024
Common shares subscribed (Note 6(b)) 67,792 --
Additional paid in capital 83,507 81,476
Donated capital (Note 5(a)) 52,500 48,750
--------------------------------------------------------------------------------
204,842 131,250
Deficit (142,020) (162,687)
--------------------------------------------------------------------------------
Total Stockholders' Equity 62,822 (31,437)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 67,972 16,230
--------------------------------------------------------------------------------
(The accompanying notes are an integral part of these financial statements)
2
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Statement of Operations
(Expressed in U.S. Dollars)
(unaudited)
Three Months Ended
June 30,
2004 2003
$ $
Sales -- --
Cost Sales -- --
------------------------------------------------------------------------------------------
Gross Margin -- --
------------------------------------------------------------------------------------------
Operating Expenses
Amortization -- 5,542
Bank charges and interest 15 410
Communication 1,972 150
Donated services (Note 5(a)) 3,000 3,000
Mineral properties expense -- --
Professional Fees 3,176 2,023
Donated rent (Note 5(a)) 750 750
Loss on impairment of intangible asset (Note 3) 11,471 --
------------------------------------------------------------------------------------------
Total Operating Expenses 20,384 11,875
------------------------------------------------------------------------------------------
Other Income
Consulting revenue (Note 5(c)) 10,350 --
Gain on forgiveness of debt (Notes 3 and 4) 26,742 --
Gain on forgiveness of interest (Notes 3 and 4) 3,958 --
------------------------------------------------------------------------------------------
Total Other Income 41,050 --
------------------------------------------------------------------------------------------
Provision For Income Taxes -- --
------------------------------------------------------------------------------------------
Net Income (Loss) for the Period 20,666 (11,875)
------------------------------------------------------------------------------------------
Net Loss Per Share - Basic and Diluted -- --
------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding 10,303,000 10,100,000
------------------------------------------------------------------------------------------
(The accompanying notes are an integral part of these financial statements)
3
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Statement of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)
Three Months Ended
June 30,
2004 2003
$ $
Cash Flows From Operating Activities
Net loss for the period 20,666 (11,875)
Adjustments to reconcile net loss to net cash used by
operating activities:
Amortization -- 5,542
Donated consulting services 3,000 3,000
Shares issued for services 2,050
Donated rent 750 750
Gain on forgiveness of debt (26,742) --
Gain on forgiveness of interest (3,958)
Loss on impairment of intangible asset 11,471 --
Changes in operating assets and liabilities
Prepaid expenses -- 150
Accounts payable 60 999
Accrued liabilities 2,401 1,066
----------------------------------------------------------------------------------------------
Net Cash Provided by (Used In) Operating Activities 9,698 (368)
----------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Repayment of related party advances (10,044) --
Proceeds from common share subscriptions 67,792
Repayment of notes payable (4,233) --
----------------------------------------------------------------------------------------------
Cash Flows Provided by (Used In) Financing Activities 53,515 --
----------------------------------------------------------------------------------------------
Increase (Decrease) in Cash 63,213 (368)
Cash, Beginning of Period 4,604 9,996
----------------------------------------------------------------------------------------------
Cash, End of Period 67,817 9,628
----------------------------------------------------------------------------------------------
Non-cash Financing Activities
Common shares were issued for services 2,050 --
Forgiveness of notes payable 26,742 --
Forgiveness of interest owing on notes payable 3,958 --
----------------------------------------------------------------------------------------------
32,750 --
----------------------------------------------------------------------------------------------
Supplemental Disclosures
Interest paid -- --
Income taxes paid -- --
----------------------------------------------------------------------------------------------
(The accompanying notes are an integral part of these financial statements)
4
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
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
allows 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. On May 8, 2004 the claim was
returned to the vendor. The Company's principal business plan was to seek
immediate earnings by exploiting the license agreement with Reach
Technologies, Inc. and intended to develop an exploration program for the
Dalhousie Mineral Claim.
On July 8, 2004 the Company entered into a licensing agreement with Ramot,
an Israel corporation, to acquire certain stem cell technology (see Note
7). The Company's business plan will now focus on the treatment for
Parkinson's disease based on the results of the acquired technology and
research to be conducted and funded by the Company.
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.
Planned principal activities originally generated significant revenue
however sales have decreased substantially. The Company has a deficit of
$141,820 at June 30, 2004. However because of recent share subscriptions
the Company has working capital at June 30, 2004 of $63,022. The Company
plans to generate sufficient cash flow from sales to meet its long-term
requirements. Although 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) Intangible Assets
Intangible assets consist of product license, which is amortized on
a straight-line basis over four years. The carrying value of the
License is evaluated in each reporting period to determine if there
were events or circumstances, which would indicate a possible
inability to recover the carrying amount. Such evaluation is based
on various analyses including assessing the Company's ability to
bring the commercial applications to market, related profitability
projections and undiscounted cash flows relating to each
application. Where an impairment loss has been determined the
carrying amount is written-down to fair market value.
5
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
2. Summary of Significant Accounting Principles (continued)
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. e)
Interim Financial Statements
These interim unaudited financial statements have been prepared on
the same basis as the annual financial statements and in the opinion
of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or
for any future period.
f) 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.
g) 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. 104 ("SAB 104"),
"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.
h) 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 June 30, 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.
6
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
2. Summary of Significant Accounting Principles (continued)
i) Financial Instruments
The fair values of cash and equivalents, accrued liabilities,
advances from a related party, and note payable were estimated to
approximate their carrying values due to the immediate or short-term
maturity of these financial instruments.
j) Mineral Property Acquisition and Exploration Costs
The Company capitalizes all costs related to the acquisition of
mineral properties and any exploration expenses are charged to
operations. If the mineral properties are abandoned or otherwise
impaired, the related capitalized costs are charged to operations.
If any of the Company's mineral properties attains commercial
production, capitalized costs will be amortized on a unit of
production basis.
k) Recent Accounting Pronouncements
In December 2003, the United States Securities and Exchange
Commission issued Staff Accounting Bulletin No. 104, "Revenue
Recognition" (SAB 104), which supersedes 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 superseded 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.
l) Interim Financial Statements
These interim unaudited financial statements have been prepared on
the same basis as the annual financial statements and in the opinion
of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or
for any future period.
7
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
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
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.
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 accrues 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. The product license was 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.
Due to the non-exclusivity of the license the Company cannot determine
whether the license will generate any future sales. As a result, the
Company has recognized impairment in the value of product license equal to
its net book value of $11,471, which was charged to operations.
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.
8
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
4. Mineral Claim (continued)
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.
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 $10,305 includes accrued interest of $305
owing to the vendor.
5. Related Party Transactions/Balances
a) The President of the Company donated services valued at $3,000 (2002
- $3,000) and rent valued at $750 for the three months ended June
30, 2004 (2003 - $750). These amounts were charged to operations and
classified as "donated capital" in stockholders' equity.
b) A Company director 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
three-month period ending June 30, 2004.
c) The former President of the Company advanced $10,044 for working
capital purposes, which was paid during the three months ended June
30, 2004. This amount was unsecured, non-interest bearing and
payable on demand.
6. Common Stock
a) During the three months ended June 30, 2004 the Company issued
190,000 common shares valued at $2,050 for services.
b) During the three months ended June 30, 2004 the Company accepted
subscription agreements for 10,210,000 common shares for aggregate
proceeds of $110,172. Cash of $67,792 with respect to this offering
was received prior to June 30, 2004 with the balance of $42,380
received in July 2004.
7. Subsequent Event
On July 8, 2004 the Company entered into a Research and License Agreement
("Agreement") with Ramot, a technology licensing company of Tel Aviv
University Ltd. The Agreement grants the Company Licensing rights to:
certain stem cell technology and related patent application; results of
further research to be performed; and intellectual property to be
developed.
9
Golden Hand Resources, Inc.
(formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
7. Subsequent Event (continued)
In consideration for the license the Company is required to remit an
upfront license fee payment of $100,000 within 45 days; 5% of all net
sales of products; and 30% of all sublicense receipts.
The Company has also agreed to fund further research of US$570,000 per
year for an initial two-year period and for a further two-year period if
certain research milestones are met.
The license remains in effect until the expiration of all payment
obligations have been met. Ramot may terminate the Agreement if the
Company: fails to reach certain development milestones; fails to raise a
minimum of US$750,000 of investment capital within the next six months; or
materially breaches the agreement.
10
Item 2. Management's Discussion and Analysis
The Research and License Agreement with Ramot grants 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, and provides us with a license to the results of research
relating to such technology conducted and to be funded by us in accordance with
a defined research plan and budget. 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. We believe, although we cannot provide
assurances, that this technology has the potential to provide an alternative to
current therapies for a number of unmet medical needs in large markets.
Parkinson's disease (PD) is a chronic, progressive neurodegenerative disorder,
affecting certain nerve cells in the brain that produce dopamine. Dopamine is a
chemical messenger (neurotransmitter) in a part of the brain that directs and
controls movement. In PD, these dopamine-producing nerve cells break down,
causing dopamine levels to drop and brain signals that direct movement to become
abnormal. The cause of the disease is unknown.
The classic symptoms of Parkinson's disease are shaking (tremor), stiff muscles
(rigidity) and slow movement. A person with fully developed PD may also have a
stooped posture, a blank stare or fixed facial expression, speech problems and
difficulties with balance or walking.
Our approach is intended to focus on the processing of human mesenchymal stem
cells, present in adult marrow, which are capable of self-renewal, as well as
differentiation into many mesenchymal-derived tissues. Our aim is to "repair"
damaged cells and diseased tissue by augmentation with healthy cells provided by
stem cell transplants.
At June 30, 2004, we had $67,972 in total assets and $4,950 in total
liabilities. Cash increased by $63,213 as compared to $4,604 at March 31, 2004.
We received share subscriptions of $67,792.
We had no revenue from the sales of our products for the period ended June 30,
2004, but received $10,350 in the form of consulting revenue.
Total operating expenses increased $8,509 over the previous year, to $20,384.
This net decrease was largely due to:
1. a decrease in amortization expense from $5,542 to 0, and
2. a decrease in bank charges and interest from $410 to $15
3. 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. Due to the non-exclusivity of the license
the Company cannot determine whether the license will generate any future
sales. As a result, the Company has recognized impairment in the value of
product license equal to its net book value of $11,471, which was charged
to operations.
Included in total expenses is $3,176 in services and $750 in rent, which was
donated by the President of the Company, and therefore did not require cash.
Also included in operations is the forgiveness of another note payable of
$10,000 plus accrued interest of $305 which related to a mineral claim purchased
by the company in fiscal 2003. On May 4, 2004 the mineral claim was returned to
the lender.
Net Income for the fiscal period ended June 30, 2004 was $20,666 as compared
with A net loss of $11,875 during the previous fiscal year for that same period.
11
The Company has a net loss per share (basic and diluted) of $0 per share.
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 connection with our Research and License
Agreement with Ramot or if we 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.
12
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. Due to
the non-exclusivity of the Company's license agreement the Company cannot
determine whether its license will generate any future sales. As a result, the
Company has recognized impairment in the value of product license equal to its
net book value of $11,471, which was charged to operations. Value of donated
services and rent 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.
13
RECENT ACCOUNTING PRONOUNCEMENTS
The following is disclosure regarding recent accounting pronouncements and their
effect or potential effect on our financial statements.
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.
14
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
Within the 90 days prior to the date of the Quarterly Report for the period
ended June 30, 2004, we carried out an evaluation, under the supervision and
with the participation of our management, including the company's Chairman and
Chief Executive Officer and the Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 3a-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 report 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, the Chairman and the Principal Financial 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.
PART II - OTHER INFORMATION
ITEM 1. 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 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 2. CHANGE IN RESTRICTED SECURITIES
In our first quarter of 2004 we issued 150,000 shares of our common stock
to our legal counsel for services rendered to the Company and issued an
additional 40,000 shares of our restricted common stock to two individuals, one
of which is also our legal counsel, for edgar services rendered to the Company.
We believe these issuances were pursuant to Section 4(2) of the Securities Act
of 1933, as amended.
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
31.1 Certification by the Chief Financial Officer and Principal
Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Principal Executive Officer and Principal
Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
b. On May 24, 2004 we filed a Current Report on Form 8-K discussing a
change in control of the registrant which was subsequently update on June 10,
2004. (SEC File Number - 333-61610). Also, subsequent to the first quarter, on
July 27th, we filed a Form 8-K with the SEC disclosing our Research and License
Agreement with Ramot.
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GOLDEN HAND RESOURCES, INC.
Dated: October 25, 2004
By: /s/ Irit Arbel
-----------------------------------
Name: Irit Arbel
Title: President, Director
Principal Executive Officer and
Principal Accounting Officer
17