-----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, TVVFcusN4eK/XUaIEE6abGsrVgQD9HX9Ep4Faf2KTs2tVSKKMTJ3Umkr08aMlVlC qdPjERBzL5GIQV6QTQ5l9A== 0001144204-04-008902.txt : 20040623 0001144204-04-008902.hdr.sgml : 20040623 20040623150455 ACCESSION NUMBER: 0001144204-04-008902 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040623 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN HAND RESOURCES INC CENTRAL INDEX KEY: 0001137883 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 91206105 STATE OF INCORPORATION: WA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79890 FILM NUMBER: 04877185 BUSINESS ADDRESS: STREET 1: SUITE 103-158TH HILLSIDE AVE. CITY: VICTORIA STATE: A1 ZIP: 00000 BUSINESS PHONE: 2505190553 FORMER COMPANY: FORMER CONFORMED NAME: WIZBANG TECHNOLOGIES INC DATE OF NAME CHANGE: 20010409 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Drucker Yoram CENTRAL INDEX KEY: 0001295080 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 011 972 547 11171 MAIL ADDRESS: STREET 1: 31 DOV SADAN ST. CITY: JERUSALEM STATE: L3 ZIP: 97844 SC 13D 1 v03920sc13d_y-drucker.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 GOLDEN HAND RESOURCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) 381062108 (CUSIP Number) Suite 679, 185 - 911 Yates Street Victoria, British Columbia V8V 4Y9, CANADA (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 2004 (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------------- ----------------- CUSIP NO. 381062108 PAGE 2 OF 5 PAGES - ----------------------------- ----------------- - - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Yoram Drucker - - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) [ ] (B) [X] - - ------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) PF - - ------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - - ------------------------------------------------------------------------ 7 SOLE VOTING POWER 400,000 NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 400,00 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Yoram Drucker beneficially owns 400,000 common shares. Yoram Drucker is considered to be a member of a group (the "Group") within the meaning of Section 13(d)(3) of the Securities Exchange Act, which such group, pursuant to various stock purchase agreements, acquired an aggregate of 6,880,000 shares of the Corporation. The members of the Group have not entered into any agreement relating to the acquisition, disposition or voting of such shares. - - ------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Yoram Drucker owns 3.9% of the shares outstanding on an individual basis. The Group owns an aggregate of 67.2% of the shares outstanding. - - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) IN - - ------------------------------------------------------------------------ ----------------- PAGE 3 OF 5 PAGES ----------------- ITEM 1. SECURITY AND ISSUER. This Statement relates to shares of common stock, $0.001 par value per share (the "Common Stock"), of GOLDEN HAND RESOURCES, INC. (the "Corporation"). The Corporation's principal executive office is located at Suite 679, 185 - 911 Yates Street, Victoria, British Columbia V8V 4Y9, CANADA ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Yoram Drucker (the "Reporting Person"), individually. (b) The business address of the Reporting Person is: 31 DOV SADAN STREET JERUSALEM ISRAEL ZIP: 97844 (c) The Reporting Person's present principal occupation is: Self employed in business development in Israel. (d) During the last five years, the Reporting person has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violations with respect to such laws. PAGE 4 OF 5 PAGES (f) The Reporting Person is a resident of Israel. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person purchased such shares reported hereunder in a private transaction and used personal funds to purchase such shares. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the shares of Common Stock reported herein for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a) As of May 21, 2004 the Corporation had issued and outstanding a total of 10,238,000 shares of Common Stock. As of that date, the Reporting Person was the beneficial owner of 400,000 shares of Common Stock or 3.9% of the issued and outstanding Common Stock. The Reporting Person is considered to be a member of a group (the "Group") within the meaning of Section 13(d)(3) of the Securities Exchange Act, which such group, pursuant to various stock purchase agreements, acquired an aggregate of 6,880,000 shares of the Corporation. The members of the Group have not entered into any agreement relating to the acquisition, disposition or voting of such shares. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 400,000 shares of Common Stock and sole power to dispose of, or to direct the disposition of 400,000 shares of Common Stock. (c) The Reporting Entity acquired the shares through a private purchase transaction. PAGE 5 OF 5 PAGES (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Exhibit 99 - Restricted Stock Purchase Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. SIGNATURE. 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: June 1, 2004 By:/s/ Yoram Drucker ----------------- EX-99 2 v03920y-drucker_ex99.txt EXHIBIT 99 RESTRICTED STOCK PURCHASE AGREEMENT This is an agreement ("Agreement") between Mike Frankenberger ("Seller") and Mr. Yoram Drucker ("Buyer") made this 28 day of April 2003. WHEREAS: A. Seller owns 400,000 shares (the "Shares") of Golden Hand Resources Inc. a company incorporated under the laws of the state of Washington State (the "Company"); and B. Seller wishes to sell 400,000 Shares of the Company (the "Contract Shares") to the Buyer. NOW, THEREFORE, the parties hereto agree as follows: 1. PURCHASES AND SALE OF CONTRACT SHARES (a) Seller hereby agrees to sell the Contract Shares to the Buyer at a purchase price per share, which shall be $0.023364826 per share for a total of $9,345.93 (the "Consideration") and payable in full on the date of this Agreement. (b) The closing of the transaction shall occur when this Agreement is executed by Seller. On the closing and pursuant to an Escrow Agreement dated April 28, 2004, Buyer shall deliver through First American Stock Transfer Inc. the Consideration to Seller. (c) Pursuant to an Escrow Agreement dated April 28, 2004, Seller shall deliver through First American Stock Transfer Inc. the Contract Shares to the buyer free and clear of all liens, claims or encumbrances. 2. REPRESENTATIONS AND WARRANTIES (a) As an inducement for Buyer to enter into this Agreement, Seller represents and warrants that: (i) Seller has the lawful power and authority to enter into this Agreement; (ii) Seller owns the Shares free and clear of all liens, claims or encumbrances; and (iii) Seller is not aware of any material adverse information with respect to the Company. (iv) Seller represents that there are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of Seller, threatened against the Company. (v) Seller represents that there are 10,238,000 shares of common stock outstanding as of the date hereof, of which 7,000,000 shares are restricted. (vi) Seller, as the sole officer and director of the Company, does hereby, upon execution of this Agreement, appoint Irit Arbel to serve as the new President of the Company and Miss. Arbel shall also be elected as a member of the third class of director on the Board of Directors of the Company, who's term shall expire at the third annual general meeting after her appointment. Simultaneously and also upon execution of this Agreement, the Seller hereby resigns from his position as President of the Company and shall serve as a Director and Assistant Secretary of the Company. (vii) Seller represents that he has executed a directors resolution that increases the number of board members to a total of six and that after the appointment of Irit Arbel there will be four board vacancies to be filled within 60 days. (viii) Seller represents on behalf of the Company that there are no taxes, State or Federal, currently due and that all required filings have been filed accordingly. (ix) As a condition to closing, Seller, on behalf of the Company, shall execute an amendment to the Reach Technologies Inc./Golden Hand Resources Inc License Agreement which shall be attached hereto as Exhibit A. After signing such Amended License Agreement, Seller represents that there are no debts owed by the Company. Furthermore, Seller shall immediately assign control of the Golden Hand Resources Trust Account ("Trust Account") currently held at the Company's counsel, QED Law Group and Ogden Murphy Wallace, to the new officer and director of the Company as appointed under this Agreement. The amount in such Trust Account shall equal approximately U.S. $300 and Nil respectively, all bank accounts will have nil balances and will be closed prior to closing. (b) As an inducement for Seller to enter into this Agreement, Buyer represents and warrants that Buyer has the lawful power and authority to enter into this Agreement. Buyer also hereby represents that he/she shall not vote in favor of a reverse stock split from the date hereof through April 28, 2005, and shall not vote in favor of a name change in the Company until, without the prior written consent of the Company's current officer and director, Mike Frankenberger. Buyer hereby agrees to a contractual restriction that for a period of one year from the date hereof, such purchaser agrees not to transfer or dispose of the Contract Shares in a private transaction. 3. BINDING EFFECT. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit or the parties hereto, their heirs, legal representatives, successors and permitted assigns. This Agreement may be signed by fax and in counterpart. 4. GOVERNING LAW, This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to the conflict of laws principles thereof. 5. THIS AGREEMENT MAY BE SIGNED BY FAX AND IN COUNTERPART. In witness hereof the parties hereby affix their signatures. SELLER BUYER /s/ Mike Frankenberger /s/ Yoram Drucker - ---------------------- ----------------- -----END PRIVACY-ENHANCED MESSAGE-----