-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuTtbEMe+4iqX8EWF+nqkl1EnYTbXRbStZBwe1MXPWfoK7YLf7ZSLdFWqCf3yTc8 8WnIyDy1yDclYLByWlgGDQ== 0001012975-03-000109.txt : 20030501 0001012975-03-000109.hdr.sgml : 20030501 20030501124152 ACCESSION NUMBER: 0001012975-03-000109 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAND BRAND DISTRIBUTION INC CENTRAL INDEX KEY: 0001017110 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 650622463 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79015 FILM NUMBER: 03675892 BUSINESS ADDRESS: STREET 1: 9845 N E 2ND AVE CITY: MIAMI SHORES STATE: FL ZIP: 33138 BUSINESS PHONE: 3057598710 MAIL ADDRESS: STREET 1: 9845 NE 2ND AVENUE CITY: MIAMI SHORES STATE: FL ZIP: 33138 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDRA HOLDINGS LTD CENTRAL INDEX KEY: 0001230020 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CABLE BEACH COURT STREET 2: ONE WEST BAY STREET CITY: NASSAU BAHAMAS STATE: C5 ZIP: 00000 BUSINESS PHONE: 2423274630 MAIL ADDRESS: STREET 1: CABLE BEACH COURT STREET 2: ONE WEST BAY STREET CITY: NASSAU BAHAMAS STATE: C5 ZIP: 00000 SC 13D 1 e121179.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) HAND BRAND DISTRIBUTION, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) Not Applicable - ------------------------------------------------------------------------------- (CUSIP Number) Oliverio Lew, Esq. Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 21, 2003 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| CUSIP No._______ SCHEDULE 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fidra Holdings Ltd. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 960,000 shares SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 shares _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 960,000 shares PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 shares ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,000 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.12% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer The class of equity securities to which this Statement relates is the common stock, par value $.001 per share (the "Common Stock"), of Hand Brand Distribution, Inc., (the "Company"). The principal executive offices of the Company are located at 9845 N.E. 2nd Avenue, Miami Shores, Florida 33138. Item 2. Identity and Background (a)-(c) This Schedule 13D is filed by Fidra Holdings Ltd., a corporation organized under the laws of the Bahamas (the "Reporting Person"), having its principal offices at Cable Beach Court, One West Bay Street, Nassau, Bahamas. (d)-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired 300,000 shares of Common Stock on June 20, 2002 in consideration of the payment of $300,000 (thereafter the Company effected a 2 for 1 split resulting in 600,000 shares of Common Stock).(1) Item 4. Purpose of Transaction The Reporting Person does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its securities, (c) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) changes in the Company's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)-(b) The Reporting Person beneficially owns 960,000 shares of Common Stock, which represent 32.12% of the outstanding Common Stock. The Reporting Persons has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of all the shares of Common Stock it owns. - ---------------- (1) The Company initially took the position that the issuance of these shares was not valid. However, on April 21, 2003, the Company communicated then the Reporting Person that it had reversed its position and that the 600,000 shares of Common Stock reported by the Reporting Person as beneficially owned by it are validly issued and outstanding. 3 (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits None 4 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 28, 2003 /s/ Iain Brown Jr. ------------------------------------ Iain Brown Jr. 5 -----END PRIVACY-ENHANCED MESSAGE-----