UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 1, 2004
BRAINSTORM CELL THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
Washington 333-61610 912061053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1350 Avenue of Americas
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-557-9000
Golden Hand Resources Inc.
36 Derech Bait Lechem, Jerusalem, Israel, 77002
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 1, 2004, we retained Kost Forer Gabbay & Kasierer, a member of Ernst
& Young Global, ("E&Y") as the Company's independent auditor and dismissed
Manning Elliott. The decision to change auditors was considered and approved by
our Board of Directors.
During the Company's two most recent fiscal years, the reports of Manning
Elliott on the financial statements of the Company, did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the reports
contained an explanatory paragraph that expressed that substantial doubt existed
regarding the Company's ability to continue as a going concern. During the
Company's two most recent fiscal years and for the interim period ending
November 1, 2004 there was no disagreement with Manning Elliott on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to Manning Elliott's satisfaction,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its report; nor has Manning Elliott ever
presented a written report, or otherwise communicated in writing to the Company
or its board of directors the existence of any "disagreement" or "reportable
event" within the meaning of Item 304 of Regulation S-B.
We have provided Manning Elliott with a copy of the foregoing disclosures, we
have authorized Manning Elliott to respond fully to the inquiries of the our
successor accountant E&Y and Manning Elliott has provided us with a letter
addressed to the SEC, as required by Item 304(a)(3) of Regulations S-B, that is
attached hereto as Exhibit 16.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16.01 Letter on Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 5, 2005
BRAINSTORM CELL THERAPEUTICS INC.
/s/ Yaffa Beck
-----------------------------------------
Name: Yaffa Beck
Title: President and CEO
EXHIBIT INDEX
Exhibit Number Description
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16.01 Letter re: Change in Certifying Accountants