UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
[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
BRAINSTORM CELL THERAPEUTICS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GOLDEN HAND RESOURCES INC.
(FORMER NAME OF REGISTRANT)
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.
EXPLANATORY NOTE
As disclosed in our Current Report on Form 8-K dated August 1, 2003, on July 31,
2003 our Board of Directors adopted a resolution to effect a 2 for 1 stock split
with a record date of August 11, 2003. We inadvertently neglected to file the
articles of amendment reflecting the amendment to our articles of incorporation
reflecting the split with the Secretary of State of the State of Washington
until November 9, 2004. The effect of this split was (1) to double the number of
issued and outstanding shares of common stock, which has been correctly
reflected in our financial statements, (2) to change our authorized shares of
common stock from 100,000,000 shares par value $0.0001 to 200,000,000 shares of
common stock par value $0.00005 and (3) to change our authorized shares of
preferred stock from 20,000,000 par value $0.0001 to 40,000,000 shares of
preferred stock par value $0.00005. In addition, our Common Stock as at March
31, 2004 changed from $1,024 to $512 and our Additional Paid In Capital as at
March 31, 2004 changed from $81,476 to $81,988. We have filed this amendment to
our annual report on Form 10-KSB/A for the fiscal year ended March 31, 2004 to
reflect these changes which were not previously reflected in our financial
statements. These changes are all reflected in Item 7 (Financial Statements) of
Part II of this Report and such item also contains a new Note 8 to our financial
statements explaining them. We have also attached hereto as Exhibit 3.i.02, a
copy of the Articles of Amendment filed on November 9, 2004 with the Secretary
of State of Washington.
We are concurrently filing an amendment to our Quarterly Report on Form 10-QSB
for the quarterly period ended June 30, 2004 that will reflect these same
changes. No amendments will be made to our Quarterly Reports on Form 10-QSB for
the quarterly periods ended September 30, 2003 or December 31, 2003 as all
relevant changes will be reflected in the Form 10-KSB/A for the year ended March
31, 2003 and the Form 10-Q/A for the quarterly period ended June 30, 2004.
This Amendment does not reflect events that have occurred after the period for
which this Annual Report on Form 10-KSB was originally filed. Information with
respect to those events has been or will be set forth, as appropriate, in the
Company's subsequent periodic filings, including its Quarterly Reports on Form
10-QSB and Current Reports on Form 8-K. Any reference to facts and circumstances
at a "current" date refer to such facts and circumstances as of such original
filing date.
PART II
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.
As discussed in Note 8 to the aforementioned financial statements, the
accompanying financial statements have been restated to reflect a stock split
and increase in authorized capital. The restatement resulted in changes within
the statement of stockholders equity. There was no restatement of net loss or
net loss per share.
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.
As discussed in Note 8 to the accompanying financial statements, the Company has
restated its financial statements for the year ended March 31, 2004.
/s/ "Manning Elliott"
CHARTERED ACCOUNTANTS
Vancouver, Canada
May 26, 2004 except as to Note 8
which is as of November 16, 2004
F-1
Golden Hand Resources Inc.
(formerly Wizbang Technologies, Inc.)
Balance Sheets
(Expressed in U.S. Dollars)
March 31, March 31,
2004 2003
$ $
Restated
(Note 8)
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: 40,000,000 preferred shares authorized with
par value $.00005; none issued - -
Common stock: 200,000,000 common shares authorized with par value
$.00005; 10,238,000 and 20,200,000 issued and outstanding, respectively 512 1,010
Additional paid in capital 81,988 74,990
Donated capital (Note 5(a)) 48,750 33,750
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 1,010 74,990 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 1,010 74,990 33,750 (89,392) 20,358
Common shares issued to purchase mineral
option at $0.065 per share (Note 4) 100,000 5 6,495 - - 6,500
Cancellation of common shares (Note 4) (10,062,000) (503) 503 - - -
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 10,238,000 512 81,988 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-4
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.
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.
2. Summary of Significant Accounting Principles (continued)
h) Concentrations (continued)
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
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.
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.
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.
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. Restatement
The Company has restated its financial statements for the year ended March
31, 2004 due to correction of an error. 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. Although all issued share amounts had been
retroactively adjusted to reflect the stock split, the Company did not
account for the increase in the authorized share capital and reduce the par
value of preferred and common shares. The authorized preferred stock
increased to 40,000,000 shares from 20,000,000 shares and the par value
decreased to $0.00005 from $0.0001. The authorized common stock increased
to 200,000,000 shares from 100,000,000 shares and the par value decreased
to $0.00005 from $0.0001. The nature of the restatement is as follows:
March 31,
2004 March 31,
Previously 2004
Reported Adjustment As Restated
Balance Sheet $ $ $
Common stock: 10,238,000 issued and outstanding
with par value of $0.00005 1,024 (512) 512
Additional paid in capital 81,476 512 81,988
----------------------------------------------------------------------------------------
Total Stockholders' Deficit (31,437) - (31,437)
----------------------------------------------------------------------------------------
9. 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.
ITEM 13. 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 ).
3(i)(02) Amendment to Articles Of Incorporation of Golden Hand Resources
Inc.
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.
Previously filed with the SEC with Golden Hand Resources Inc.'s
annual report on Form 10-KSB for the fiscal year ended March 31,
2004.
23.1 Consent of Manning Elliott.
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.
BRAINSTORM CELL THERAPEUTICS INC.
(formerly GOLDEN HAND RESOURCES INC.)
Date: December 3, 2004 By: /s/ Yaffa Beck
-------------------------------------
Name: Yaffa Beck
Title: President & CEO (Principal
Executive Officer and Principal
Financial 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/ Yaffa Beck President & CEO and Director December 5, 2004
-----------------------
Yaffa Beck
/s/ Irit Arbel Director December 5, 2004
-----------------------
Irit Arbel
INDEX TO 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 ).
3(i)(02) Amendment to Articles Of Incorporation of Golden Hand Resources
Inc.
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.
Previously filed with the SEC with Golden Hand Resources Inc.'s
annual report on Form 10-KSB for the fiscal year ended March 31,
2004.
23.1 Consent of Manning Elliott.
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.