UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
B.O.S. Better Online Solutions Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M20115107
(CUSIP Number)
December 16, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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).
CUSIP No. M20115107
1. NAME OF REPORTING PERSON
Hillswood Holdings Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
None
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
297,719
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
297,719
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
297,719
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%
12. TYPE OF REPORTING PERSON
CO
[INSTRUCTIONS FOR SCHEDULE 13G INTENTIONALLY OMITTED]
Item 1.
(a) Name of Issuer:
B.O.S. Better Online Solutions Ltd.
(b) Address of Issuer's Principal Executive Offices:
Beit Rabin, 101 BOS Road, Teradyon Industrial Park
Misgav 20179 Israel
Item 2.
(a) Name of Person Filing:
Hillswood Holdings Limited
(b) Address of Principal Business Office:
Department 1, Helvetia Court
Block B, South Esplanade
St. Peter Port, Guernsey
GY1 1AR, Channel Islands
(c) Place of Organization or Citizenship:
British Virgin Islands
(d) Title of Class of Securities:
Ordinary Shares
(e) CUSIP Number:
M20115107
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(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 advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 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 Section 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:
297,719
(b) Percent of Class:
7.81%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote
297,719
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition
of
297,719
(iv) Shared power to dispose or to direct the disposition
of:
0
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-
1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the
Group
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has
filed this schedule pursuant to Section 240.13d-1(c) or
Section 240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
Not Applicable
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
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.
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 27, 2004
HILLSWOOD HOLDINGS LIMITED
By: /s/ Todd M. Brinberg
Name: Todd M. Brinberg
Title: Attorney-in-fact for Hillswood Holdings Limited
Todd M. Brinberg has signed as an attorney-in-fact for
Hillswood Holdings Limited pursuant to a Power of Attorney
from Hillswood Holdings Limited to Todd M. Brinberg, dated
July 14, 2004, which Power of Attorney is already on file
with the Commission and is hereby incorporated by reference.