UNITED STATES SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549





FORM 20-F/A


(Amendment No. 1)


(Mark One)





o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934





OR




x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2013




OR




o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


OR




o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report . . . . . . . . . . . . . . . .





Commission file number:  000-29884








R.V.B. HOLDINGS LTD.


(Exact name of Registrant as specified in its charter)





R.V.B. Holdings Ltd.
Israel(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)








Moshe Aviv Tower, 53rd floor, 7 Jabotinsky St., Ramat Gan, 52509 Israel


(Address of principal executive offices)





Ofer Naveh, +972-3-611-4933, 7 Jabotinsky St., Ramat Gan, 52509, Israel


(Name, Telephone, E-mail and/or Facsimile number and Address of the Registrant’s Contact Person)









Securities registered or to be registered pursuant to Section 12(b) of the Act: None.




Securities registered or to be registered pursuant to Section 12(g) of the Act: Ordinary Shares, par value NIS 1.00 per share.




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None




Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 232,725,787 Ordinary Shares, par value NIS 1.00 per share, as of December 31, 2013 (not taking into account 1,040,000 dormant shares of the Registrant which are held by the Registrant).




Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.




Yes £  No S




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.




Yes £  No S




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.




Yes S  No £









Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer £       Accelerated filer £       Non-accelerated filer S




Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:




U.S. GAAP £




International Financial Reporting Standards as issued by the International Accounting Standards Board S




Other £




If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant elected to follow.




Item 17 o      Item 18 o




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).




Yes o     No x







EXPLANATORY NOTICE





This Amendment No. 1 on Form 20-F/A (the “Amendment”) to our annual report on Form 20-F for the fiscal year ended December 31, 2013, originally filed with the Securities and Exchange Commission on April 28, 2013 (“Form 20-F”), is being filed solely to revise the certifications of the Company’s Chairman of the board of directors and Chief Financial Officer filed as Exhibits 12.1, 12.2 to include inadvertently omitted language.





Other than as described above, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in Form 20-F or reflect any events that have occurred after the date of the initial filing of Form 20-F.










SIGNATURE




The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.




R.V.B. HOLDINGS LTD.By:
/s/ Yair FudimName: Yair FudimTitle:   Chairman of the board of directors


By:
/s/  Ofer NavehName:  Ofer NavehTitle:    Chief Financial Officer


Date:  December 29, 2014