- Statement of Ownership (SC 13G)
04 März 2010 - 7:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Name
of Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate
box
to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
B.O.S
Better Online Solutions Ltd.
|
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
o
(b)
x
|
3.
|
SEC Use Only
|
4.
|
Citizenship
or Place of Organization
Israel
|
Number
of
Shares
Beneficially
owned
by
Each
Reporting
Persons
With:
|
5.
|
Sole Voting
Power
0
|
6.
|
Shared Voting Power
|
7.
|
Sole Dispositive Power
0*
|
8.
|
Shared Dispositive
Power
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0*
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
*
Calculations are based on
450,716,257 shares of common stock of the Issuer outstanding as of November 16,
2009. The number of outstanding shares of common stock is derived from the 10-Q
filed by the Issuer on November 17, 2009.
New World
Brands, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices
|
340 West
Fifth Avenue, Eugene, Oregon
Item
2.
|
(a)
|
Name
of Person Filing
|
B.O.S. Better
Online Solutions Ltd.
|
(b)
|
Address
of Principal Business Office or, if none,
Residence
|
20 Freiman
Street, Rishon LeZion, 75100, Israel
Israel
|
(d)
|
Title
of Class Securities
|
Common
Stock
64926N106
Item
3. If this statement is filed pursuant to
§§
240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: Not
Applicable
|
(a)
|
□
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o)
|
|
(b)
|
□
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
□
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
□
|
Investment
Company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
□
|
An
investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
□
|
An
employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
□
|
A
parent holding company or control person in accordance with
§
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
□
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
□
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
(j)
|
□
|
Group,
in accordance with
§
240.13d-1(b)(1)(ii)(J);
|
Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
0
|
|
(c)
|
Number
of shares as to which the person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
0
.
|
|
(ii)
|
Shared
power to vote or to direct the
vote.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
0*
.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of.
|
|
Instruction
.
|
For
computation regarding securities which represent a right to acquire an
underlying security
see
§
240.13d-3(d)(1).
|
**
Calculations are based on
450,716,257 shares of common stock of the Issuer outstanding as of November 16,
2009. The number of outstanding shares of common stock is derived from the 10-Q
filed by the Issuer on November 17, 2009.
Item
5. Ownership of Five Percent or less of a
Class
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following
.
x
|
Instruction
.
|
Dissolution
of a group requires a response to this
item.
|
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported
On
By the Parent Holding Company
Not
applicable
Item
8. Identification and Classification of Members of the
Group
Not
applicable
Item
9. Notice of Dissolution of Group
Not
applicable
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
|
B.O.S
Better Online Solutions Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Eyal
Cohen
|
|
|
|
Name:
Eyal Cohen
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE
: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits.
See
§240.13d-7 for other
parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violation (See 18 U.S.C. 1001)
5
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