Eviation Aircraft (EVTNF) 6-K Current report (foreign)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

May 23, 2013

Commission File Number 000-29884

R.V.B. HOLDINGS LTD.

 (Translation of registrant's name into English)

Moshe Aviv Tower, 53rd floor, 7 Jabotinsky St., Ramat-Gan, 52520, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                                   ��       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934.

Yes o                      No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-   N/A

1. Attached hereto are the interim consolidated financial statements of R.V.B. Holdings Ltd. (the "Company") as of, and for the period ended, March 31, 2013.

2. The Company was advised by Greenstone Industries Ltd. ("Greenstone") that in connection with Greenstone's filing with the Israeli Securities Authority ("ISA") of Greenstone's interim consolidated financial statements as of, and for the period ended, March 31, 2013, Greenstone filed with the ISA a report of BDO Consulting Group with respect to Greenstone's investment in the Company. Greenstone's filings with the ISA are available at: http://maya.tase.co.il.

3. At the Annual General Meeting of the shareholders of the Company, held on May 23, 2013, all proposals were approved by the Company's shareholders. For more information on the proposals voted at the Annual General Meeting, see the Company’s proxy statement dated May 2, 2013 and furnished to the United States Securities and Exchange Commission on Form 6-K on May 2, 2013.

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, thereunto duly authorized.

R.V.B. HOLDINGS LTD. (Registrant)
By:	/s/ Ofer Naveh
	Name: Ofer Naveh
	Title:   Chief Financial Officer

Date: May 23, 2013

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R.V.B. Holdings Ltd.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2013

(UNAUDITED)

R.V.B. Holdings Ltd.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2013

(Unaudited)

TABLE OF CONTENTS

	Page
INTREIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Financial Position	2
Condensed Consolidated Statements of Comprehensive Income	3
Condensed Consolidated Statements of Changes in Equity	4-6
Condensed Consolidated Statements of Cash Flows	7-8
Notes to the Condensed Consolidated Financial Statements	9-11

R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	March 31				December 31
	2 0 1 3		2 0 1 2		2 0 1 2
	$ in thousand
	(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents		1,808		5,922		2,613
Accounts receivable		225		196		412
Total current assets		2,033		6,118		3,025
Non-current assets
Restricted bank deposit		276		-		266
Fixed assets, net		11,042		12,186		11,092
Intangible assets, net		3,007		3,418		3,110
Total non-current assets		14,325		15,604		14,468
Total assets		16,358		21,722		17,493
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities
Loans from banks and others		-		606		-
Accounts payable and accruals		362		580		369
Total current liabilities		362		1,186		369
Non-current liabilities
Options at fair value through profit and loss		-		111		-
Liability to the Office of the Chief Scientist		426		422		418
Liability in respect of dismantling and vacating fixed assets		175		149		165
Total non-current liabilities		601		682		583
Equity attributable to owners of the Company		12,124		16,125		13,113
Non-controlling interests		3,271		3,729		3,428
Total equity		15,395		19,854		16,541
Total liabilities and equity		16,358		21,722		17,493

Yair Fudim Chairman of the Board Giora Gutman CEO Ofer Naveh CFO

Approval date of the financial statements: May 22, 2013

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	For the three month						For the year
	period ended						ended
	March 31						December 31
	2 0 1 3			2 0 1 2			2 0 1 2
	$ in thousand
	(UNAUDITED)
(1)   Revenues		-			31			62
(2)
(3)   Expenses
(4)   Operating expenses and facility maintenance		738			790			2,952
(5)   Marketing expenses		116			111			549
(6)   Administrative and general expenses		294			301			1,430
Total expenses		1,148			1,202			4,931
Loss from ordinary activities		(1,148	)		(1,171	)		(4,869	)
Financing income		19			73			428
Financing expenses		(23	)		(44	)		(60	)
Total financing income (expenses), net		(4	)		29			368
Loss for the period		(1,152	)		(1,142	)		(4,501	)
Total comprehensive loss for the period		(1,152	)		(1,142	)		(4,501	)
Loss and total comprehensive loss attributable to:
Owners of the Company		(936	)		(924	)		(3,615	)
Non-controlling interests		(216	)		(218	)		(886	)
		(1,152	)		(1,142	)		(4,501	)
Loss per share (in $)
Basic and diluted loss per share		(0.004	)		(0.004	)		(0.016	)
Weighted-average number of ordinary shares used in
calculation of the basic and diluted loss per share		231,685,786			231,685,786			231,685,786

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	For the three month period ended March 31, 2013 (unaudited)
	Share capital		Premium on shares			Capital reserve in respect of share-based payments		Accumulated losses			Attributable to owners of the Company			Non-controlling interests			Total
	$ in thousand
Balance as of January 1, 2013		56,885		6,874			64		(50,710	)		13,113			3,428			16,541
Changes during the     period (unaudited)
Share-based payment		-		-			6		-			6			-			6
Change in non-controlling   interests in respect of   change in holding in   a subsidiary		-		(59	)		-		-			(59	)		59			-
		-		(59	)		6		-			(53	)		59			6
Loss for the period		-		-			-		(936	)		(936	)		(216	)		(1,152	)
Total comprehensive   loss for the period		-		-			-		(936	)		(936	)		(216	)		(1,152	)
Balance as of March   31, 2013 (unaudited)		56,885		6,815			70		(51,646	)		12,124			3,271			15,395

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued):

	For the three month period ended March 31, 2012 (unaudited)
	Share capital		Premium on shares			Capital reserve in respect of share-based payments		Accumulated losses			Attributable to owners of the Company			Non-controlling interests			Total
	$ in thousand
Balance as of January 1, 2012		42,364		21,807			-		(47,095	)		17,076			3,902			20,978
Changes during the     period (unaudited)
Share-based payment		-		-			18		-			18			-			18
Issue of ordinary shares		14,521		(14,521	)		-		-			-			-			-
Change in non-controlling   interests in respect of   change in holding in   a subsidiary		-		(45	)		-		-			(45	)		45			-
		14,521		(14,566	)		18		-			(27	)		45			18
Loss for the period		-		-			-		(924	)		(924	)		(218	)		(1,142	)
Total comprehensive   loss for the period		-		-			-		(924	)		(924	)		(218	)		(1,142	)
Balance as of March   31, 2012 (unaudited)		56,885		7,241			18		(48,019	)		16,125			3,729			19,854

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued):

	For the year ended December 31, 2012
	Share capital		Premium on shares			Capital reserve in respect of share-based payments		Accumulated losses			Attributable to owners of the Company			Non-controlling interests			Total
	$ in thousand
Balance as of January 1, 2012		42,364		21,807			-		(47,095	)		17,076			3,902			20,978
Changes during 2012
Share-based payment		-		-			64		-			64			-			64
Issue of ordinary shares		14,521		(14,521	)		-		-			-			-			-
Change in non-controlling   interests in respect of   change in holding in   a subsidiary		-		(412	)		-		-			(412	)		412			-
		14,521		(14,933	)		64		-			(348	)		412			64
Loss for the year		-		-			-		(3,615	)		(3,615	)		(886	)		(4,501	)
Total comprehensive   loss for the year		-		-			-		(3,615	)		(3,615	)		(886	)		(4,501	)
Balance as of December   31, 2012		56,885		6,874			64		(50,710	)		13,113			3,428			16,541

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three month					For the year
	period ended					ended
	March 31					December 31
		2013		2012			2012
	(UNAUDITED)
Cash flows – operating activity
Loss for the period		(1,152	)	(1,142	)		(4,501	)
Adjustments required to present cash flows from operating activity (Appendix)		481		463			1,233
Net cash used in operating activity (**)		(671	)	(679	)		(3,268	)
Cash flow – investment activity
Increase in restricted bank deposit		-		-			(300	)
Investment in fixed assets		(134	)	(48	)		(60	)
Net cash used in investment activity		(134	)	(48	)		(360	)
Cash flow – financing activity
Repayment of bank loans		-		(102	)		(510	)
Net cash used in financing activity		-		(102	)		(510	)
Decrease in cash and cash equivalents		(805	)	(829	)		(4,138	)
Cash and cash equivalents at the beginning of the period		2,613		6,751			6,751
Cash and cash equivalents at the end of  the period		1,808		5,922			2,613
(**)  Including cash interest payments of		-		3			19
(**)  Including cash interest receipts of		4		13			36

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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R.V.B. HOLDINGS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (CONTINUED)

Appendix– Adjustments required to present cash flows from operating activity

	For the three month					For the year
	period ended					ended
	March 31					December 31
		2013		2012			2012
	(UNAUDITED)
Income and expenses not involving cash flows:
Depreciation and amortization		475		470			1,884
Interest accrued on loans and  others, net		9		3			8
Financing income regarding a short term loan		-		-			(204	)
Profit arising on financial liabilities designated as at fair value through profit or loss		-		(47	)		(158	)
Share-based payments		6		18			64
		490		444			1,618
Changes in asset and liability items:
Decrease (increase) in accounts receivable		187		42			(124	)
Decrease in accounts payable and accruals		(196	)	(23	)		(261	)
		(9	)	19			(385	)
		481		463			1,233

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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NOTE 1   -     GENERAL

a. R.V.B. Holdings Ltd. (formerly B.V.R Systems (1998) Ltd.) (the "Company") is an Israeli company incorporated in Israel.   The Company’s ordinary shares are traded in the United States on the Over the Counter Bulletin Board (OTCBB) under the symbol RVBHF.OB.

b. On August 31, 2011, the Company completed the transaction, following which E.E.R. Environmental Energy Resources (Israel) Ltd.'s ("EER") became its subsidiary (the "EER Transaction").  As of January 12, 2012 the Company completed the multi-closing of the EER transaction in which it acquired all of EER's shares held by Greenstone Industries Ltd. ("Greenstone") and by S.R. Accord Ltd. ("Accord"), and the majority of EER shares held by certain other EER shareholders, and, as of the date of these financial statements, holds 79.6% of EER's share capital (74.2% on a fully-diluted basis) and 99.1% of EER's voting rights.

c. EER was incorporated in Israel on May 21, 2000, as a private company limited by shares. EER owns know-how and rights in the field of solid waste treatment through the use of Plasma-Gasification-Melting (PGM) technology, an innovative approach to waste treatment, which can be implemented, among others, for the treatment of municipal waste, medical waste and low and intermediate level radioactive waste (the “PGM Technology”).

d. The Going Concern Assumption   The Company has incurred recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. At March 31, 2013, the Company had cash and cash equivalents in a total amount of $1,808 thousands.   The Group does not have sufficient funds to finance its operations and working plan for the upcoming twelve months as they fall due.   In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company's ability to continue its operations and fund its liabilities is dependent on its ability to secure additional financing and cash flow.
Management is pursuing such additional sources of financing and cash flow to fund its operations and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. The management has concluded that the combination of these circumstances represents a material uncertainty that casts significant doubt upon the company’s ability to continue as a going concern.
These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

e. These condensed financial statements should be reviewed in connection with the Company's annual financial statements as of December 31, 2012 and the year then ended, and the accompanying notes (“the annual financial statements”).

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NOTE 2   -      SIGNIFICANT ACCOUNTING POLICIES

a. Basis for the preparation of the financial statements:   The Company's condensed consolidated interim financial statements (hereinafter – "interim financial statements") have been prepared in accordance with International Accounting Standard IAS 34, "Interim Financial Reporting" (hereinafter – "IAS 34").   In the preparation of these interim financial statements, the Company has implemented identical accounting policies, rules of presentation and calculation methods to those implemented in the preparation of the annual financial statements.

b. Exchange rates and linkage basis:

(1) Balances in or linked to foreign currency are presented according to the representative exchange rate published by the Bank of Israel at the balance sheet date.

(2) Balances linked to the Consumer Price Index ("CPI") are presented according to the CPI for the last month of the reporting period.

(3) Data on changes in the CPI and the dollar's exchange rate are as presented as follows:

	The dollar's			CPI in Israel (*)
	Exchange rate			Actual CPI		Known CPI
	(NIS to 1 $)			Points		Points
Date of the financial statements
As of March 31, 2013		3.648			112.2		111.9
As of March 31, 2012		3.715			110.8		110.3
As of December 31, 2012		3.733			112.1		111.9
Rate of change:	Change in %
For the three month period ended on:
March 31, 2013		(2.3	)		0.1		0.0
March 31, 2012		(2.8	)		0.4		0.0
For the year ended December 31, 2012		(2.3	)		1.6		1.4

(*) Base: Average 2008 = 100.0

NOTE 3      -      NEW PUBLISHED STANDARDS AND INTERPRETATIONS

New standards and interpretations that have come into force, which do not have a material impact on the current reporting period and/or prior reporting periods:

For information on implementation dates, transitional provisions, amendments to standards and interpretations set forth below see note 3 to the Company's annual financial statements as of December 31, 2012 and the year then ended:

§ IFRS 10, "Consolidated Financial Statements"

§ IFRS 11, "Joint Arrangements"

§ IFRS 12, "Disclosure of Interests in Other Entities"

§ IAS 19 (as revised in 2011), "Employee Benefits"

§ IAS 28 (as revised in 2011, "Investments in Associates and Joint Ventures"

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NOTE 4  -     MATERIAL EVENTS DURING THE REPORTING PERIOD

1.

a. Further to note 7b(3) to the annual financial statements regarding investments made by the Company in EER's share capital, during the reporting period the Company has invested in EER's share capital a total amount of approximately $0.65 million. Subsequent to the financial statements date the Company has invested in EER's share capital an additional amount of approximately $0.6 million.

b. On March 13, 2013, the Company’s board of directors approved, following the approval of the Company's audit and compensation committees, an extension of the Company’s directors’ and officers’ liability insurance (“D&O insurance policy”) until March 24, 2014, pending the approval of our shareholders at next general meeting of the shareholders. Pursuant to terms of the D&O insurance policy, as extended, the insurance coverage will be for an aggregate amount of US$7.5 million and the total annual premium shall be US$35,800. In addition, the insurance coverage, as extended, covers events related to EER as well.

c. On March 18, 2013, the board of directors of the Company resolved to appoint Mr. Giora Gutman to serve as the chief executive officer (CEO) of the Company and its subsidiary EER.

The Company's compensation committee and board of directors approved a Services Agreement between the Company and Inbal Natural Gas and Fertilizers Industries Ltd. (“Inbal”), pursuant to which Mr. Giora Gutman shall serve as the CEO of the Company and its subsidiary, E.E.R.

Pursuant to the Services Agreement, Mr. Gutman will devote 50% of his work time to serve as the chief executive officer of the Company and EER. In consideration of Mr. Gutman's services Inbal will be entitle for a total amount of NIS 50,000 (plus VAT) per month, and Mr. Gutman will be entitled to reimbursement for reasonable expenses relating to his office. In addition, Mr. Gutman shall be granted options to purchase 9,000,000 ordinary shares of the Company under the Company's 2011 share option plan, with an exercise price of $0.065 per share.

The Services Agreement also provides that Mr. Gutman will be subject to the same arrangements that apply to the other office holders of the Company, relating to exculpation, indemnification and directors’ and officers’ liability insurance (for additional details with respect to directors' and officers' liability insurance, see note 4b above).  The term of the Services Agreement is of three years, commencing March 18, 2013, provided that each party may terminate the Services Agreement, with or without cause, upon a ninety-day written notice to the other party.

The compensation terms of Mr. Gutman, as detailed above, are subject to the approval of the Company's shareholders which will be held on May 23, 2013.

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