FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003.
[ ] 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
DATE OF REPORT: FEBRUARY 9, 2004
GOLDEN HAND RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 912061053
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SUITE 679, 185 - 911 YATES STREET
VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA
(250) 519-0553
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 outstanding shares of the issuer's common stock, $0.0001 par
value, as of December 31, 2003 was 10,238,000.
TABLE OF CONTENTS
PART I
Item 1. Financial Statements 1
Item 2. Management Discussion And Analysis of Financial Condition and
Results of Operations 9
Item 3. Controls And Procedures 15
PART II
Item 2. Changes in Securities and Use of Proceeds 16
Item 4. Submission Of Matters To A Vote Of Security Holders 16
Item 5. Other Information 16
Item 6 Exhibits and Reports on Form 8-K 17
Signatures 18
Certification Of Chief Executive Officer And Principal Financial
Officer pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 20
Index To Exhibits 21
[This Space Has Been Intentionally Left Blank]
PART I
ITEM 1. FINANCIAL STATEMENTS
Unaudited Balance Sheet At December 31, 2003 And Audited Balance Sheet
at March 31, 2003 1
Unaudited Statements Of Operations For The Three And Nine Months Ended
December 31, 2003 And 2002, 2
Unaudited Statements Of Cash Flows For The Nine Months Ended
December 31, 2003 And 2002 3
Notes To Unaudited Financial Statements 4
[This Space Has Been Intentionally Left Blank]
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Balance Sheets
(Expressed in US Dollars)
December 31, March 31,
2003 2003
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,530 9,996
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 155 305
- ---------------------------------------------------------------------------------------------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . 4,685 10,301
- ---------------------------------------------------------------------------------------------
Product License (Note 3)
Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 66,000
Accumulated Amortization. . . . . . . . . . . . . . . . . . . . . (48,214) (30,815)
- ---------------------------------------------------------------------------------------------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,786 35,185
- ---------------------------------------------------------------------------------------------
Mineral Property (Note 4) . . . . . . . . . . . . . . . . . . . . 16,500 -
- ---------------------------------------------------------------------------------------------
Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 38,971 45,486
=============================================================================================
LIABILITIES
Current Liabilities
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . 4,399 4,154
Due to related party. . . . . . . . . . . . . . . . . . . . . . . 3,000 -
Notes payable (Notes 3 and 4) . . . . . . . . . . . . . . . . . . 30,974 20,974
- ---------------------------------------------------------------------------------------------
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 38,373 25,128
- ---------------------------------------------------------------------------------------------
Contingencies and Commitments (Notes 1 and 4)
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; 10,238,000 and 20,200,000 issued and outstanding,
respectively (Note 6) . . . . . . . . . . . . . . . . . . . . . . 1,024 2,020
Additional paid in capital. . . . . . . . . . . . . . . . . . . . 81,476 73,980
Donated capital (Note 5(a)) . . . . . . . . . . . . . . . . . . . 45,000 33,750
- ---------------------------------------------------------------------------------------------
127,500 109,750
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (126,902) (89,392)
- ---------------------------------------------------------------------------------------------
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . 598 20,358
- ---------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity. . . . . . . . . . . . 38,971 45,486
=============================================================================================
(The Accompanying Notes are an Integral Part of these Interim Financial
Statements)
1
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Statement of Operations
(Expressed in US Dollars)
(unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
2003 2002 2003 2002
------------------------- --------------------
$ $ $ $
Sales. . . . . . . . . . . . . . . . - 70,389 - 82,889
Cost of Goods Sold . . . . . . . . . - 63,350 - 71,700
- ----------------------------------------------------------------------------------------------------------
Gross Margin . . . . . . . . . . . . - 7,039 - 11,189
- ----------------------------------------------------------------------------------------------------------
Operating Expenses
Amortization . . . . . . . . . . . . 5,929 8,257 17,400 15,257
Bank charges and interest. . . . . . 627 505 1,426 1,404
Communication. . . . . . . . . . . . 1,687 1,664 2,057 2,797
Consulting (Note 5(a)) . . . . . . . 3,000 8,644 9,000 14,644
Professional fees. . . . . . . . . . 2,605 750 5,377 5,155
Rent . . . . . . . . . . . . . . . . 750 750 2,250 2,250
- ----------------------------------------------------------------------------------------------------------
Total Operating Expenses . . . . . . 14,598 20,570 37,510 41,507
- ----------------------------------------------------------------------------------------------------------
Net Loss for the Period. . . . . . . (14,598) (13,531) (37,510) (30,318)
==========================================================================================================
Net Loss Per Share - Basic . . . . . (0.01) (0.01) (0.01) (0.01)
==========================================================================================================
Weighted Average Shares Outstanding. 15,219,000 20,200,000 18,540,000 20,200,000
==========================================================================================================
(Diluted loss per share has not been presented as the result is anti-dilutive)
(The Accompanying Notes are an Integral Part of these Interim Financial
Statements)
2
Golden Hand Resources Inc.
(formerly Wizbang Technologies Inc.)
Statement of Cash Flows
(Expressed in US Dollars)
(unaudited)
Nine Months Ended
December 31,
2003 2002
-------------------
$ $
Cash Flows Used In Operating Activities
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37,510) (30,318)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,400 15,257
Donated consulting services . . . . . . . . . . . . . . . . . . . . . . . . 9,000 6,000
Donated rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,250 1,500
Changes in operating assets and liabilities
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 -
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 1,779
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244 -
- ----------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities . . . . . . . . . . . . . . . . . . . (8,466) (5,782)
- ----------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Advances from related party . . . . . . . . . . . . . . . . . . . . . . . . 3,000 3,750
Repayment of notes payable. . . . . . . . . . . . . . . . . . . . . . . . . - (19,140)
- ----------------------------------------------------------------------------------------------------------
Cash Flows Provided by (Used In) Financing Activities . . . . . . . . . . . 3,000 (15,390)
- ----------------------------------------------------------------------------------------------------------
Decrease in cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,466) (21,172)
Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . 9,996 36,148
- ----------------------------------------------------------------------------------------------------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,530 14,976
==========================================================================================================
Non-Cash Financing Activities
Common shares issued to purchase mineral claim option . . . . . . . . . . . 6,500 -
Notes payable issued to purchase mineral claim option . . . . . . . . . . . 10,000 -
Notes payable issued to purchase license. . . . . . . . . . . . . . . . . . - 30,000
==========================================================================================================
Supplemental Disclosures
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
==========================================================================================================
(The Accompanying Notes are an Integral Part of these Interim Financial
Statements)
3
Golden Hand Resources (Formerly Wizbang Technologies Inc.)
Notes To Financial Statements
(Expressed in US Dollars)
(Unaudited)
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. The
Company's principal business plan is to seek immediate earnings by exploiting
the license agreement with Reach Technologies, Inc. and it intends to develop an
exploration program for the Dalhousie Mineral Claim.
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 have generated significant revenue however; the Company has a deficit
of $126,902 at December 31, 2003 and a working capital deficiency at December
31, 2003 of $33,688. 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.
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.
4
2. Summary of Significant Accounting Principles (continued)
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. 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.
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 December 31, 2003 and 2002, the Company has no items that
represent comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
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.
5
2. Summary of Significant Accounting Principles (continued)
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 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.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 expands the disclosure requirements of SFAS No. 123 to require more
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The transition provisions of SFAS No. 148 are
effective for fiscal years ended after December 15, 2002. The disclosure
provisions of SFAS No. 148 are effective for financial statements for interim
periods beginning after December 15, 2002. The transition provisions do not
currently have an impact on the Company's financial position and results of
operations as the Company currently has no stock-based employee compensation.
In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The Company will adopt SFAS No. 146
on January 1, 2003. The effect of adoption of this standard on the Company's
results of operations and financial position was not material.
FASB has also issued SFAS No. 145, 147 and 149 but they will not have any
relationship to the operations of the Company therefore a description of each
and their respective impact on the Company's operations have not been disclosed.
6
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. As at December 31, 2003, the balance owing on the note payable is
$20,974 and accrued interest of $2,878 is included in accrued liabilities.
The amortization of the license for the remainder of the license agreement is as
follows:
$
2004 5,928
2005 11,857
- -------------------------------
17,785
===============================
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 is to issue 300,000 post-split common shares to the vendor, upon the
Dalhousie Claim being put into commercial production.
7
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.
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. The
Company's President also caused 10,062,000 shares of the Company held by him to
be cancelled.
As at December 31, 2003, the balance owing on the note payable is $10,000 and
accrued interest of $233 is included in accrued liabilities.
5. Related Party Transactions/Balances
a) A company controlled by the President of the Company donated services
valued at $9,000 (2002 - $9,000) and rent valued at $2,250 for the nine months
ended December 31, 2003 (2002 - $2,250). These amounts were charged to
operations and classified as "donated capital" in stockholders' equity.
b) 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 nine month period ending December 31,
2003.
6. Common Stock
During the period the Company approved a two for one split of common shares. All
per share amounts have been retroactively adjusted to reflect the stock split.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This quarterly report on Form 10-QSB contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expects", "plans",
"anticipates", "believes", "estimated", "predicts", "potential", or "continue"
or the negative of such terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause Golden Hand Resources Inc.'s actual results, levels
of activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. These factors include, among other
things, those discussed in this quarterly report on Form 10-QSB and in Golden
Hand Resources Inc.'s other filings with the SEC. Although Golden Hand
Resources Inc. believes that the expectations reflected in the forward-looking
statements are reasonable, forward-looking statements are inherently uncertain,
and Golden Hand Resources Inc. cannot guarantee future results, levels of
activity, performance, or achievements. Golden Hand Resources Inc. is under no
duty to update any of the forward-looking statements in this quarterly report on
Form 10-QSB to conform forward-looking statements to actual results. All
forward-looking statements should be considered in light of these risks and
uncertainties.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
- ------------------------------------------------
Golden Hand Resources Inc.'s financial statements are prepared in accordance
with accounting principles generally accepted in the United States. Preparing
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions which affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the balance sheet dates, and the recognition of revenues and
expenses for the reporting periods. These estimates and assumptions are affected
by management's application of accounting policies.
Mineral Property Acquisition and Exploration Costs
All costs related to the acquisition of mineral properties are capitalized 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.
Product License
The amortization period of the license agreement coincides with the term of the
license and its recoverability is reviewed quarterly.
9
Donated Services And Donated Rent
Golden Hand Resources Inc.'s president does not currently draw a salary and
provides office rent to the Company at no charge. Donated services and donated
rent are an estimate of the fair value of services and rent that are provided.
DESCRIPTION OF BUSINESS
- -------------------------
Golden Hand Resources Inc. was incorporated under the laws of the State of
Washington on September 22, 2000. Golden Hand Resources Inc. principal business,
at present, is twofold:
1. The marketing of its licensed product line consisting 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. intends to develop an exploration program for
the Dalhousie Mineral Claim
RESULTS OF OPERATIONS
- -----------------------
At December 31, 2003, Golden Hand Resources Inc. had $4,685 in current assets
and $38,373 in current liabilities. Golden Hand Resources Inc. intends to pay
the current liabilities out of cash on hand, sales from its product license line
or through a share offering. Cash decreased by $5,466 during the nine month
period for a balance of $4,530 at December 31, 2003.
Golden Hand Resources Inc. issued a promissory note payable of $10,000, upon the
acquisition of the Dalhousie Mineral Claim option, resulting in the total
promissory notes owing of $30,974 at period-end. After recording amortization of
$17,400 during the period, the net license value is $17,786.
10
Revenues were $Nil for the three and nine month period ended December 31, 2003
compared with $70,389 and $82,889 for the same periods last year respectfully.
Golden Hand Resources Inc.'s future plans include continuing to market the
licensed product line. The market for the product includes aircraft and
spacecraft manufacturers, both private and government, involved in both military
and nonmilitary applications and it is anticipated that these will be the focus
of selling efforts. Golden Hand Resources Inc. will begin marketing the product
to new target companies as they are identified. In addition Golden Hand
Resources has diversified its business by acquiring 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 by way of a note payable due September 1, 2004. The Company,
pursuant to the Agreement, has split the common shares on a two for one basis
and the president has cancelled 10,062,000 post split shares. Pursuant to the
Agreement, on October 6, 2003 the Golden Hand Resources Inc. completed its
option on the Dalhousie Mineral Claim by issuing 100,000 shares to the seller. A
further 100,000 post split shares are to be issued on the beginning of any
exploration program which the Company carries out on the Dalhousie Claim. Also,
pursuant to the Agreement, the Company is to issue 300,000 post split common
shares to the vendor, upon the Dalhousie Claim being put into commercial
production.
Total expenses decreased $3,997, over the comparable nine month period in the
previous year, to $37,510. This net decrease was due mostly to:
1. an increase in amortization expense of $2,143, resulting from the increased
license cost, discussed above, over the prior period,
2. a decrease in communications expenses associated with the company filing
its own EDGAR report, and
3. a decrease in consulting fees of $5,644 paid in the prior period for the
marketing of the its licensed product line .
Included in total expenses is $9,000 in consulting fees and $2,250 in rent,
which was donated by the President of Golden Hand Resources Inc. and therefore
did not require cash.
Net loss for the nine month period ended December 31, 2003 was $37,510 compared
with $30,318 for the same period last year. The increase is due to a lack of
sales of the licensed product line compared with the comparable prior year
period. Golden Hand Resources Inc. is hopeful that sales of the licensed
product line will materialize however expenditures with respect to the
acquisition of the Dalhousie property and the related business expansion are
expected to continue. Golden Hand Resources Inc. does expect to incur losses
over the next several years because it is expected that the write off of future
exploration expenses will exceed revenue from sales of the licensed product line
and in general, travel and wage, expenses are expected to increase with sales.
Additionally costs associated with raising additional cash to begin an
exploration program have not been quantified.
11
LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------
Golden Hand Resources Inc. does not expect the $4,530 in cash on hand to satisfy
its cash requirements over the next 12 months. Golden Hand Resources Inc. hopes
to generate sufficient cash flow from sales to support long term continued
operations with respect to the licensed product line and intends to raise
capital to begin an exploration program on the Dalhousie Mineral Claim. 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 Golden Hand Resources Inc. or at all.
Golden Hand Resources Inc.'s auditors have expressed that there is substantial
doubt regarding Golden Hand Resources Inc.'s ability to continue as a going
concern. The ability of Golden Hand Resources Inc. to achieve success with
respect to its planned principal business activity is dependent upon its
successful efforts to attain profitable operations. Golden Hand Resources Inc.
has not generated enough revenues to achieve overall profitability. There is
therefore substantial doubt regarding Golden Hand Resources Inc.'s ability to
continue as a going concern.
Other than the following, Golden Hand Resources Inc. knows of no trends, events,
or uncertainties that have or are reasonably likely to have a material impact on
its short and long term liquidity:
On February 6, 2003, Golden Hand Resources Inc. filed a Form 8-K with respect to
"Other Events" in which the company signed a Management Consulting Agreement
with Feit Hannebauer to represent Golden Hand Resources Inc. in identifying,
exploring, developing and exploiting mineral deposits in Europe and Asia. Under
the terms of the agreement Mr. Hannebauer shall have the following
responsibilities:
a. To promote the corporate abilities of Golden Hand in the Territory.
b. Target mining and mining related opportunities in the Territories.
c. Solicit and procure Mineral properties on behalf of Golden Hand on terms
and conditions to be determined by Golden Hand on a case by case basis.
d. Evaluate in concert with experts the potential of mining exploration and
exploitation in the territories and relate these opportunities to Golden
Hand.
e. Submit Monthly reports to Golden Hand concerning new contacts established
and mining opportunities under investigation, including: location, size,
grade, stage of development and any government participation or problems.
f. VEIT shall not, without Golden Hand's prior written approval, alter, make
representations or guarantees concerning the already negotiated agreements
or commit the company in anyway on new or potential projects.
12
Golden Hand Resources Inc.'s license with Reach Technologies Inc. expires on
September 30, 2004. The license is renewable by mutual agreement between Golden
Hand Resources Inc. and Reach Technologies Inc. for additional three-year
periods. Golden Hand Resources Inc. has not yet commenced discussions with
Reach Technologies Inc. with respect to the license renewal.
Other than the Management Consulting Agreement and the license renewal discussed
above, Golden Hand Resources Inc. does not have material commitments for capital
expenditures. If Golden Hand Resources Inc. is successful in renewing its
license agreement it intends to fund any required capital expenditure though
future sales revenues and/or debt or equity financing.
Other than the license renewal discussed above and its desire to begin an
exploration program on the Dalhousie property discussed above, Golden Hand
Resources Inc. knows of no trends, events, or uncertainties that have had or are
reasonably expected to have a material impact on its revenues or income from
continuing operations. Golden Hand Resources Inc. expects no significant changes
in its number of employees.
RECENT ACCOUNTING PRONOUNCEMENTS
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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.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 expands the disclosure requirements of SFAS No. 123 to require more
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The transition provisions of SFAS No. 148 are
effective for fiscal years ended after December 15, 2002. The disclosure
provisions of SFAS No. 148 are effective for financial statements for interim
periods beginning after December 15, 2002. The transition provisions do not
currently have an impact on the Company's financial position and results of
operations as the Company currently has no stock-based employee compensation.
13
In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The Company will adopt SFAS No. 146
on January 1, 2003. The effect of adoption of this standard on the Company's
results of operations and financial position was not material.
FASB has also issued SFAS No. 145, 147 and 149 but they will not have any
relationship to the operations of the Company therefore a description of each
and their respective impact on the Company's operations have not been disclosed.
14
ITEM 3: CONTROLS AND PROCEDURES
(a) EVALUATION OF CONTROLS AND PROCEDURES
Golden Hand Resources Inc.'s principal executive officer and principal financial
officer, Mike Frankenberger, has concluded, based on his evaluation as of a date
within 90 days prior to the filing date of this report, that Golden Hand
Resources Inc.'s disclosure controls and procedures are effective to ensure that
information required to be disclosed by Golden Hand Resources Inc. in the
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
include controls and procedures designed to ensure that information required to
be disclosed by Golden Hand Resources Inc. in such reports is accumulated and
communicated to Golden Hand Resources Inc.'s management, including the principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
(b) CHANGES IN INTERNAL CONTROLS
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation including any corrective actions with regard to significant
deficiencies and material weaknesses.
15
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a) Recent Sales Of Unregistered Securities
On March 3, 2001 Golden Hand Resources Inc. issued a total of 1,600,000 shares
of common stock to four foreign corporations in exchange for $60,000 in cash.
The issuance of the common stock was exempt from registration under Regulation
S. Each entity was a foreign corporation at the time it received the offer to
purchase and at the closing of the purchase of the stock, and did not acquire
the stock for the account or benefit of any U.S. person. Each corporation
agreed to resell such securities only in accordance with the provisions of
Regulation S, pursuant to registration, or pursuant to an available exemption
from registration. The stock contains a legend to the effect that transfer is
prohibited except in accordance with the provisions of Regulation S, pursuant to
registration, or pursuant to an available exemption from registration. Golden
Hand Resources Inc. will refuse to register any transfer of the Stock not made
in accordance with the provisions of Regulation S, pursuant to registration, or
pursuant to an available exemption from registration.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The holders of more than 50% of the outstanding shares of Common Stock of Golden
Hand Resources Inc. have agreed to taken action by written consent to approve an
amendment to the company's Certificate of Incorporation to:
1 Affect a 2-for-1 forward stock split. The stock split had the effect of
increasing the total number of shares of Common Stock issued and outstanding
from 10,100,000 to 20,200,000.
2 Affect a name change of the company to Golden Hand Resources Inc.
ITEM 5. OTHER INFORMATION
1. On August 11, 2003 Golden Hand Resources Inc. split its common shares on
a 2 for 1 basis. Each shareholder of record at the end of business on August
11, 2003 received two shares in Golden Hand Resources for each share outstanding
in the name of the shareholder. All share amounts have been retroactively
adjusted for all periods presented
2. On December 30, 2003 the President of Golden Hand Resources Inc.
cancelled 10,062,000 shares held by him in his name pursuant to the agreement
for the acquisition of the Dalhousie Mineral Claim.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 17 of this Form 10-QSB, which
is incorporated herein by reference.
(B) REPORTS ON FORM 8-K.
On August 1, 2003, Golden Hand Resources Inc. filed a Form 8-K with respect to
"Acquisition or Disposition of Assets" as discussed in Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
this form 10-QSB.
On August 27, 2003, Golden Hand Resources Inc. filed a Form 8-K with respect to
"Other Information" in which the company changed its name to Golden Hand
Resources Inc.
On September 2, 2003, Golden Hand Resources Inc. filed a Form 8-K/A with respect
to "Other Events" in which the company amended the item number used in the
August 1, 2003 8K from Item 2 "Acquisition or Disposition of Assets" to Item 5
"Other Events"
On September 19, 2003, Golden Hand Resources Inc. filed a Form 8-K with respect
to "Other Events" were it amended its option agreement as discussed in Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this form 10-QSB.
17
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Golden Hand Resources Inc.
Date: February 9, 2004
/s/ Mike Frankenberger
- ------------------------
Mike Frankenberger
President, Chief Executive Officer Chief Financial Officer and Director
In accordance with the Exchange Act, 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/ Mike Frankenberger President, Chief Executive Officer February 9, 2004
Chief Financial Officer
and Director
/s/ Mike Frankenberger Controller and February 9, 2004
Principal Accounting Officer
18
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Mike Frankenberger, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Golden Hand
Resources Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I as sole certifying officer am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to me by others within this
entity, particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I as sole certifying officer have disclosed, based on my most recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
19
6. I as sole certifying officer have indicated in this quarterly report
whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 9, 2004
/s/ Mike Frankenberger
Mike Frankenberger
President, Chief Executive Officer and Chief Financial Officer
20
INDEX TO EXHIBITS
Exhibit No. .Description
- --------------------------------------------------------------------------------
99.1 Certification Of Chief Executive Officer And Principal Financial
Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
To Section 906 Of The Sarbanes-Oxley Act of 2002
- --------------------------------------------------------------------------------
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