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)
Mark Zegal
1748 54th Street
Brooklyn, New York 11204
(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
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CUSIP NO. 381062108 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zegal & Ross Capital
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,600,000
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,600,000
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Zegal & Ross Capital beneficially owns 2,600,000 common shares.
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Reporting Person owns 12.62% of the shares outstanding.
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
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CUSIP NO. 381062108 PAGE 3 OF 5 PAGES
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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 Zegal & Ross Capital (the
"Reporting Person").
(b) The business address of the Reporting Person is:
1748 54th Street
Brooklyn, New York 11204
(c) The Reporting Person's present principal occupation is: Business
and corporate consulting
(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.
SCHEDULE 13D
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CUSIP NO. 381062108 PAGE 4 OF 5 PAGES
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(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 2,600,000 shares of
Common Stock or 12.62% of the issued and outstanding Common
Stock.
(b) The Reporting Person has the sole power to vote, or to direct the
vote of, 2,600,000 shares of Common Stock and sole power to
dispose of, or to direct the disposition of 2,600,000 shares of
Common Stock.
(c) The Reporting Entity acquired the shares through a private
purchase transaction.
SCHEDULE 13D
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CUSIP NO. 381062108 PAGE 5 OF 5 PAGES
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(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/ Mark Zegal
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Zegal & Ross Capital
Mark Zegal, Principal