-----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, E/xLqrmx9CHks41ZmtrNK8K5jrYXPhUOyhNpnOhmAdH+2jxbhS4ti9pN/U9Ie9VK WGZZmoc83LDIkFvsqBvMyQ== 0001144204-04-010583.txt : 20040728 0001144204-04-010583.hdr.sgml : 20040728 20040727141959 ACCESSION NUMBER: 0001144204-04-010583 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040727 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: 04933090 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: BASAD HOLDINGS CENTRAL INDEX KEY: 0001298227 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 AMEER AVENUE SUITE 905 CITY: TORONTO STATE: A6 ZIP: M6A2Z1 BUSINESS PHONE: 416-315-0809 MAIL ADDRESS: STREET 1: 55 AMEER AVENUE SUITE 905 CITY: TORONTO STATE: A6 ZIP: M6A2Z1 SC 13D 1 v04605_sc13d.txt 4 BAsad Holdings Ltd. 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) Basad Holdings Ltd 55 Ameer Avenue Suite 9050 Ontario Canada M6A2Z1 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 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 Basad Holdings Ltd. - ------------------------------------------------------------------------------- 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 Island of Nevis - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,610,000 NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,610,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Reporting Person beneficially owns 1,610,000 common 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) The Reporting Person owns 7.81% of the shares outstanding. - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- ----------------- 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 36 Derech Bait Lechem, Jerusalem, Israel. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Basad Holdings Ltd (the "Reporting Person"). (b) The business address of the Reporting Person is: 55 Ameer Avenue Suite 9050 Ontario Canada M6A2Z1 (c) The Reporting Person's present principal occupation is: Accountant (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 principal of 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 July 14, 2004 the Corporation had issued and outstanding a total of 20,598,000 shares of Common Stock. As of that date, the Reporting Person was the beneficial owner of 1,610,000 shares of Common Stock or 7.81% of the issued and outstanding Common Stock. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 1,610,000 shares of Common Stock and sole power to dispose of, or to direct the disposition of 1,610,000 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 - Form of 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: July 14, 2004 By: /s/ Victor Safirstein ------------------------------ Basad Holdings Ltd Victor Safirstein, Principal EX-99 2 v04605_ex99.txt EXHIBIT 99 GOLDEN HAND RESOURCES, INC. COMMON STOCK PURCHASE AGREEMENT This common stock agreement (the "Agreement") is made as of June __, 2004 by and between Golden Hand Resources, Inc., a Washington corporation (the "Company"), and __________________ herein referred to as the "Purchaser"). RECITALS WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to purchase from the Company _____________ shares of the Company's Common Stock (the "Common Stock" or the "Shares") at a price of $.01 per share. NOW, THEREFORE, the parties hereto hereby agree as follows: Section 1. Sale and Issuance of Common Stock. 1.1 Subject to the terms and conditions of this Agreement, the Company has authorized the sale and issuance of up to 11,000,000 Shares. Section 2. The Closing. 2.1 The closing of the Issuance to Purchaser (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement at the principal office of the Company or a place to be hereafter determined and pursuant to the Escrow Agreement as of the date hereof. At the Closing, the Company shall deliver to Purchaser a stock certificate representing the Common Stock duly executed by the Company. The wire transfer shall be sent pursuant to the following instructions: Wells Fargo Bank 9th Street & Greenway Office Phoenix AZ 85022 ABA #091000019 for the account of First American Stock Transfer Account # 8269829183 For: Golden Hand Resources, Inc. Section 3. Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser as follows: 3.1 Organization. The Company is duly organized, validly existing and in good standing under the laws of the State of Washington. Section 4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Company as follows: 4.1 Authorization of the Documents. Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Financing Documents and the transactions contemplated thereby, and the execution, delivery and performance by Purchaser of this Agreement. 4.2 Investment Representations. All of the representations, warranties and information of Purchaser provided in the Subscription Application are incorporated herein and made a part hereof by this reference and shall be true at the Closing with the same effect as though made at the Closing. Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"). 4.3 Restricted Stock. Purchaser understands and acknowledges that the Shares have not been, and when issued will not be, registered with the Securities and Exchange Commission. Further, the Purchaser understands and acknowledges that the certificates representing the Shares, when issued, shall bear a restrictive legend. 4.6 Accredited Investor" Status. Unless indicated otherwise herein, the Purchaser represents and confirms that Purchaser falls within one of the following definitions of Accredited Investor: (i)The undersigned is a natural person whose individual net worth, or joint net worth with spouse, exceeds $1,000,000 at the time of purchase of the Shares. Securities. (ii)The undersigned is a natural person who had an individual income in excess of $200,000 in each of the last two years or joint income with spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year. (iii)The undersigned is either a director, executive officer or general partner of the Company, or a director, executive officer or general partner of a general partner of the Company. If an Accredited Investor, the undersigned further certifies that: (i) the undersigned (or the undersigned's professional advisor(s)) has the capacity to protect the undersigned's interests in this investment; (ii) the undersigned is able to bear the economic risks of this investment; and (iii) the amount of the investment does not exceed 10% of the undersigned's net worth or joint net worth with spouse. Purchaser understands that the Company is relying in such representation in the sale of the aforementioned Shares and Warrants. If not an ACCREDITED INVESTOR please indicate herein YES |_| NO |_| 4.7 The undersigned understands and agrees that the certificates for the Shares shall bear the following legend until (i) such securities shall have been registered under the Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW." Section 5. Indemnification. Purchaser hereby agrees to indemnify and defend (with counsel acceptable to the Company) the Company and its officers, directors, employees, counsel and agents and hold them harmless from and against any and all liability, loss, damage, cost or expense, including costs and reasonable attorneys' fees, incurred on account of or arising from: (i) Any breach of or inaccuracy in Purchaser's representations, warranties or agreements herein or in the Subscription Application; and (ii) Any action, suit or proceeding based on a claim that any of Purchaser's representations and warranties in the Subscription Application were inaccurate or misleading, or otherwise cause for obtaining damages or redress from the Company or any officer, director, employee or agent of the Company under the Securities Act. Section 6 MISCELLANEOUS Entire Agreement. This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto. Preparation of Agreement. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement. Governing Law All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of Washington. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding. IN WITNESS WHEREOF, each of the undersigned has duly executed this Common Stock Purchase Agreement as of the date first written above. PURCHASER: - ------------------------------ Name of Purchaser (Print) Purchaser Address: --------------------- Investment amount $ --------------------- Shares Purchased ----------------------- AGREED AND ACCEPTED: COMPANY: GOLDEN HAND RESOURCES, INC. By: ------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----