sc13dza

0000936392-07-000496.txt : 20070605 0000936392-07-000496.hdr.sgml : 20070605 20070605141917 ACCESSION NUMBER: 0000936392-07-000496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070605 DATE AS OF CHANGE: 20070605 GROUP MEMBERS: ET HOLDINGS LLC GROUP MEMBERS: HAMPSTEAD ASSOCIATES LLC GROUP MEMBERS: KREST LLC GROUP MEMBERS: LOWELL J MILKEN GROUP MEMBERS: MICHAEL R MILKEN GROUP MEMBERS: RIDGEVIEW ASSOCIATES LLC GROUP MEMBERS: WHITE ROCK PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN VANTAGE COMPANIES CENTRAL INDEX KEY: 0000315428 IRS NUMBER: 042709807 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41714 FILM NUMBER: 07900512 BUSINESS ADDRESS: STREET 1: 6787 W TROPICANA STREET 2: SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7022279800 MAIL ADDRESS: STREET 1: 6243 INDUSTRIAL RD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19950912 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC DATE OF NAME CHANGE: 19850624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROUND RIDGE LLC CENTRAL INDEX KEY: 0001397181 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1250 4TH STREET STREET 2: SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: (310) 570-4900 MAIL ADDRESS: STREET 1: 1250 4TH STREET STREET 2: SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13D/A 1 a30934sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

American Vantage Companies

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

03037B106

(CUSIP Number)

Stanley E. Maron
1250 Fourth Street
Santa Monica, CA 90401
(310) 570-4900

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 1, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.		03037B106		Page		2		of		25

NAMES OF REPORTING PERSONS:

ROUND RIDGE LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

17,342 shares (consisting warrants to purchase 17,342 shares)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

17,342 shares (consisting warrants to purchase 17,342 shares)

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,342 shares (consisting warrants to purchase 17,342 shares)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 0.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		3		of		25

NAMES OF REPORTING PERSONS:

MICHAEL R. MILKEN

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

17,342 (consisting of warrants to purchase 17,342 shares)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

17,342 (consisting of warrants to purchase 17,342 shares)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,342 (consisting of warrants to purchase 17,342 shares)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 0.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		4		of		25

NAMES OF REPORTING PERSONS:

KREST LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		5		of		25

NAMES OF REPORTING PERSONS:

WHITE ROCK PARTNERS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		6		of		25

NAMES OF REPORTING PERSONS:

ET HOLDINGS, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		7		of		25

NAMES OF REPORTING PERSONS:

HAMPSTEAD ASSOCIATES, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		8		of		25

NAMES OF REPORTING PERSONS:

RIDGEVIEW ASSOCIATES, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		03037B106		Page		9		of		25

NAMES OF REPORTING PERSONS:

LOWELL J. MILKEN

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.

SOLE VOTING POWER:

NUMBER OF

0 shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

17,342 (consisting of warrants to purchase 17,342 shares)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 shares

WITH

SHARED DISPOSITIVE POWER:

17,342 (consisting of warrants to purchase 17,342 shares)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,342 (consisting of warrants to purchase 17,342 shares)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 0.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relating to American Vantage Companies, a Nevada corporation (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2003, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Commission on January 10, 2005. This Schedule 13D was filed with respect to the shares of Common Stock of the Company (the “Shares”).

This Schedule 13D initially was filed by YaYa, LLC (“YaYa”), Jeremy Milken, Seth Gerson, White Rock Partners (“White Rock”), Knowledge Net Holdings LLC, Knowledge Enterprises, Inc., Knowledge Universe, Inc., Knowledge Universe II LLC, Knowledge Universe, L.L.C., ET Holdings, L.L.C. (“ET Holdings”), ET Consolidated, L.L.C. (“ET Consolidated”), Hampstead Associates, L.L.C. (“Hampstead”), Mollusk Holdings, L.L.C., Cephalopod Corporation, Lawrence Investments, L.L.C., Lawrence J. Ellison, Ridgeview Associates, LLC (“Ridgeview”), Michael R. Milken and Lowell J. Milken (collectively, the “Original Reporting Persons”).

Amendment No. 1 was filed by YaYa, White Rock, ET Holdings, Krest LLC (“Krest”), Hampstead, Ridgeview, Michael R. Milken and Lowell R. Milken (collectively, the “Amendment No. 1 Reporting Persons”) to report that on December 31, 2004, YaYa was dissolved and the Shares previously held by YaYa were distributed to its creditors, including White Rock and Krest. In connection with such dissolution, YaYa also distributed Shares to other creditors, including Blueridge Associates, LLC (“Blueridge”), and Pinecrest Associates, LLC (“Pinecrest”), two entities which were affiliated with the Amendment No. 1 Reporting Persons. As a result of such dissolution, YaYa and, except as set forth in Amendment No. 1, the Original Reporting Persons, ceased to beneficially own any Shares.

Subsequent to the filing of Amendment No. 1, White Rock, Krest, Blueridge and Pinecrest distributed the Shares held directly by those entities pro rata to their members and partners. In connection with such distributions, Michael R. Milken, entities that are controlled by Michael R. Milken, Lowell J. Milken and/or entities controlled by irrevocable trusts for the benefit of the children of Lowell J. Milken received Shares (the “Distributed Shares”). On June 1, 2007, the Distributed Shares were contributed to Round Ridge, LLC in exchange for pro rata interests in Round Ridge LLC, a Delaware limited liability company (“Round Ridge”). Round Ridge is now a “Reporting Person.”

Capitalized terms used and not defined herein have the same meanings as in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background

The information in Item 2 is hereby amended and supplemented by adding the following thereto:

Round Ridge is a Delaware limited liability company. The principal business of Round Ridge is to hold and dispose of the Shares and warrants to purchase Shares (“Warrants”). The address of the principal business and principal office of Round Ridge is 1250 Fourth Street, Santa Monica, California 90401. Michael R. Milken and Lowell J. Milken are the managers of Round Ridge.

Page 10 of 25

During the last five years, Round Ridge has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Round Ridge was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information in this Item 3 is amended and supplemented by adding the following thereto:

The information set forth in Item 5 below is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

The information in this Item 5 is amended and supplemented by adding the following thereto:

In connection with the dissolution of YaYa, on December 31, 2004, 824,811 Shares held by YaYa were distributed to its creditors, including 55,236 Shares to White Rock, 64,793 Shares to Pinecrest, 281,269 Shares to Krest, and 324,178 Shares to Blueridge. As of December 31, 2004, Pinecrest, Blueridge and Krest also held Warrants to purchase 9,000, 44,000 and 104,640 Shares, respectively. In addition, as of December 31, 2004, an entity controlled by Michael R. Milken held Warrants to purchase 42,438 Shares and an entity controlled by Lowell J. Milken held Warrants to purchase 17,342 Shares.

In September 2005, Krest made a pro rata distribution of all of the Shares and Warrants previously held by it to its members, including 144,774 Shares and Warrants to purchase 53,860 Shares to ET Holdings and 4,988 Shares and Warrants to purchase 1,856 Shares to Michael R. Milken. On December 30, 2005, ET Holdings and Michael R. Milken sold such Warrants for aggregate sale prices of $10.00 and $1.00, respectively. ET Consolidated is the manager and a member of ET Holdings, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned by ET Holdings. Hampstead is the manager and a member of ET Consolidated, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned by ET Consolidated. Ridgeview is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned by Hampstead. Michael R. Milken and Lowell J. Milken may each be deemed to be a controlling person of Ridgeview and in such capacities they may each be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned by Ridgeview.

In December 2005, White Rock was dissolved and the Shares previously held by it were distributed to its members, resulting in 38,428 Shares previously held by White Rock being held by an entity controlled by Michael R. Milken and 15,703 Shares previously held by White Rock being held by an entity controlled by irrevocable trusts for the benefit of the children of Lowell J. Milken. Michael R. Milken and Lowell J. Milken disclaim beneficial ownership of

Page 11 of 25

any Shares beneficially owned by such trusts. Also in December 2005, Pinecrest and Blueridge sold Warrants to purchase 9,000 and 44,000 Shares, respectively, for aggregate sales prices of $10.00 and $10.00, respectively.

In February 2006, Pinecrest dissolved and distributed the Shares previously held by it to its members resulting in 48,595 Shares previously held by Pinecrest being held by an entity controlled by Michael R. Milken and 9,719 Shares previously held by Pinecrest being held by an entity controlled by irrevocable trusts for the benefit of the children of Lowell J. Milken.

In February 2006, Blueridge was dissolved and the Shares previously held by it were distributed to its members resulting in an aggregate of 236,650 Shares previously held by Blueridge being held by entities controlled by Michael R. Milken and an aggregate of 87,528 Shares previously held by Blueridge being held by entities controlled by Lowell J. Milken.

In December 2006, an entity controlled by Michael R. Milken sold warrants to purchase 42,438 Shares for an aggregate sales price of $424.38.

On June 1, 2007, all of the 586,385 Distributed Shares and Warrants to purchase 17,342 Shares were contributed to Round Ridge in exchange for a pro rata ownership interest in Round Ridge.

Michael R. Milken and Lowell J. Milken are the managers of Round Ridge, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any Shares beneficially owned or deemed to be owned by Round Ridge. As such, Michael R. Milken and Lowell J. Milken each may be deemed to beneficially own all of the Shares beneficially owned by Round Ridge (including Warrants). Immediately prior to the Sale Transaction, such Shares represented approximately 10.5% of the Outstanding Shares (as defined below).

On June 1, 2007, pursuant to a Securities Purchase Agreement dated as of June 1, 2007, between Round Ridge and 0792725 B.C. Ltd., a copy of which is filed herewith as Exhibit 3 and is incorporated herein by reference, Round Ridge sold all of its 586,385 Shares for aggregate consideration of $1,055,493 (the “Sale Transaction”).

Following the Sale Transaction, Round Ridge held Warrants to purchase 17,342 Shares, which represent less than 0.1% of the Outstanding Shares and as a result, the obligations of the Reporting Persons to file reports on Schedule 13D with respect to the Shares has ceased.

The percentage ownership of the Shares is calculated in this Schedule 13D assuming 5,729,107 Shares are outstanding (as reported by the Issuer as outstanding as of December 31, 2006, as reported in the Issuer’s Form N-CSR filed with the Commission on April 19, 2007) plus, for each Reporting Person which beneficially holds Warrants, the number of Shares issuable upon exercise of the Warrants beneficially owned by such Reporting Person (the “Outstanding Shares”).

Except as described in this Amendment No. 2, none of the Reporting Persons has effected transactions in the Shares (or the Warrants) in the past 60 days. No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D.

Page 12 of 25


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to an Agreement dated as of June 1, 2007 (the “Agreement”), by and among the Issuer, YaYa Media, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, Ronald J. Tassinari, and Round Ridge and the other parties named therein (the “Holders”), pursuant to which (a) the Holders agreed to cancel the April 16, 2003 Note (as defined in the Agreement), and (b) the Voting Agreement (as defined in the Agreement) was terminated and all of the shares of Common Stock subject to the Voting Agreement were released from all restrictions under the Asset Purchase Agreement (as defined in the Agreement), the Voting Agreement and any other agreement. The Agreement is filed herewith as Exhibit 2 and is incorporated herein by reference.

Pursuant to a Securities Purchase Agreement dated as of June 1, 2007, between Round Ridge and 0792725 B.C. Ltd., Round Ridge sold all of its 586,385 Shares for aggregate consideration of $1,055,493. The Purchase Agreement is filed herewith as Exhibit 3 and is incorporated herein by reference,

Item 7. Material Exhibits to be Filed.


Exhibit 1:		Joint Filing Agreement dated as of June 4, 2007

Exhibit 2:		Agreement dated as of June 1, 2007, by and among the Issuer, YaYa Media, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, and the other parties named therein

Exhibit 3:		Securities Purchase Agreement dated as of June 1, 2007, by and between Round Ridge LLC, a Delaware limited liability company, and 0792725 B.C. Ltd., a British Columbia company

[Signature Page Follows]

Page 13 of 25

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.


Dated: June 4, 2007		Round Ridge LLC,
		a Delaware limited liability company

		/s/ Stanley E. Maron

		By: Stanley E. Maron,
		Its: Secretary

Dated: June 4, 2007
		/s/ Michael R. Milken

		Michael R. Milken,
		an individual

Dated: June 4, 2007
		/s/ Lowell J. Milken

		Lowell J. Milken,
		an individual

Page 14 of 25

Exhibit Index

EXHIBIT INDEX


Exhibit 1:		Joint Filing Agreement dated as of June 4, 2007

Exhibit 2:		Agreement dated as of June 1, 2007, by and among the Issuer, YaYa Media, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, and the other parties named therein

Exhibit 3:		Securities Purchase Agreement dated as of June 1, 2007, by and between Round Ridge LLC, a Delaware limited liability company, and 0792725 B.C. Ltd., a British Columbia company

Page 15 of 25

EX-99.1 2 a30934exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of American Vantage Companies, and further agree that this Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 4th day of June, 2007.


Dated: June 4, 2007		Round Ridge LLC,
		a Delaware limited liability company

		/s/ Stanley E. Maron

		By: Stanley E. Maron,
		Its: Secretary

Dated: June 4, 2007
		/s/ Michael R. Milken

		Michael R. Milken,
		an individual

Dated: June 4, 2007
		/s/ Lowell J. Milken

		Lowell J. Milken,
		an individual

Page 16 of 25

EX-99.2 3 a30934exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 2

AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into effective as of June 1, 2007 by and among American Vantage Companies, a Nevada corporation (the “Company”), YaYa Media, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“YaYa Media”), Ronald J. Tassinari (“Tassinari” and together with the Company and YaYa Media, collectively, the “AVC Parties”), and the other persons and entities listed on the signature pages hereof under the heading “Holders” (collectively, the “Holders”),with reference to the following facts:

A. On April 16, 2003, YaYa LLC (“YaYa”) acquired 824,811 shares of the Company’s common stock, par value $0.01 per share (the “AVC Shares”), pursuant to an Asset Purchase Agreement by and among YaYa, the Company and YaYa Media (the “Asset Purchase Agreement”).

B. YaYa subsequently transferred and assigned the AVC Shares and the Holders are the holders of a majority of the AVC Shares.

C. The AVC Shares have been subject to certain restrictions including with respect to transfer and a call right pursuant to the Asset Purchase Agreement and with respect to voting pursuant to a Voting Agreement dated as of January 1, 2005 (the “Voting Agreement”).

D. In connection with the transactions pursuant to the Asset Purchase Agreement, YaYa Media entered into an Amended and Restated Promissory Note, dated April 16, 2003, in the original amount of $522,500 (the “April 16, 2003 Note”) and the Holders are the holders of the April 16, 2003 Note.

E. The parties desire that (a) the Holders cancel the April 16, 2003 Note, and (b) the Voting Agreement be terminated and all of the AVC Shares be released from all restrictions under the Asset Purchase Agreement, the Voting Agreement and any other agreement.

NOW THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Cancellation of April 16, 2003 Note. Each of the Holders hereby agrees that the April 16, 2003 Note is terminated and canceled, and YaYa Media has no further obligations thereunder. Further, each of the Holders shall mark the April 16, 2003 Note as void, cancelled and terminated and return the original as so marked to the Company or, if the Holders are unable to locate the original April 16, 2003 Note, they shall execute and deliver to the Company an affidavit of loss with respect thereto.

2. Termination of Voting Agreement and Release of Restrictions. The Voting Agreement is terminated and all of the AVC Shares are released from all restrictions under the Asset Purchase Agreement, the Voting Agreement and any other agreement.

Page 17 of 25

3. Representations and Warranties.

(a) Each of the parties to this Agreement represents and warrants as to itself alone and not as to any other party that (i) it has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, and (ii) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, and similar laws relating to or affecting the rights of creditors generally and to general principles of equity.

(b) Each of the Holders represents and warrants as to itself alone and not as to any other party that it holds its interest in the April 16, 2003 Note free and clear of any liens, claims, encumbrances and adverse interests of any nature whatsoever.

(c) Each of the AVC Parties represents and warrants that the Voting Agreement is terminated and all of the AVC Shares are released from all restrictions under the Asset Purchase Agreement, the Voting Agreement and any other agreement.

4. Further Assurances. Each of the parties agrees to take all appropriate action and execute all documents, instruments, or conveyances of any kind that may be reasonably necessary or advisable to carry out the provisions of this Agreement.

5. Choice of Law. This Agreement shall be construed and interpreted under, and the rights of the parties determined in accordance with, the internal laws of the State of Nevada excluding conflicts of law principles.

6. Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No supplement, modification, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

7. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

8. Third Party Beneficiaries. All holders of the AVC Shares that are not parties to this Agreement shall be deemed to be third party beneficiaries under this Agreement and may directly enforce against the AVC Parties all rights of the Holders under this Agreement.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart for each party hereto. Transmission by telecopy, electronic or digital method of an executed counterpart signature page hereof by a party hereto shall constitute due execution and delivery of this Agreement by such party.

Page 18 of 25

10. Attorneys’ Fees. In any action to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief or other relief, to its costs and expenses, including, but not limited to, reasonable attorneys’ fees.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.


		“Company”

		American Vantage Companies

		By		/s/ Ronald J. Tassinari

				Ronald J. Tassinari, President and Chief Executive Officer

		“YaYa Media”

		YaYa Media, Inc.

		By		/s/ Ronald J. Tassinari

				Ronald J. Tassinari, President and Chief Executive Officer

		“Tassinari”

				/s/ Ronald J. Tassinari

				Ronald J. Tassinari

Page 19 of 25


		“Holders”

		Burda GmbH

		By:		/s/ Hubert Burda

		Name:		Hubert Burda
		Title:


		/s/ Hubert Burda

		Dr. Hubert Burda

		South Ferry #2 L.P.

		By:		/s/ Morris Wolfson

		Name:		Morris Wolfson
		Title:		Portfolio Manager

		/s/ Sanford Climan

		Sanford Climan

[signatures continued on next page]

Page 20 of 25



		Round Ridge LLC, a Delaware limited liability company

		By:		/s/ Stanley E. Maron

				Stanley E. Maron, Secretary

Page 21 of 25

EX-99.3 4 a30934exv99w3.htm EXHIBIT 99.3 exv99w3

Exhibit 3

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into effective as of June 1, 2007 (the “Effective Date”) by and between Round Ridge LLC, a Delaware limited liability company (the “Seller”), and 0792725 B.C. Ltd., a British Columbia company (“Buyer”).

RECITALS

A. The Seller holds 586,385 shares of common stock of American Vantage Companies, a Nevada corporation (the “Company”) (collectively, the “Securities”).

B. Buyer desires to purchase the Securities from the Seller, and the Seller desires to sell and assign the Securities to Buyer, on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. PURCHASE AND SALE

1.1 The Seller hereby sells, conveys, transfers, assigns and delivers to Buyer the Securities, and Buyer hereby purchases the Securities from the Seller. Concurrently with the execution of this Agreement, the Seller shall deliver to the Buyer the certificates representing the Securities (or affidavits of loss for any missing certificates) together with executed assignments separate from certificate.

1.2 As full and complete consideration for the purchase and sale of the Securities, concurrently with the execution of this Agreement Buyer shall pay to the Seller a purchase price of $1.80 per share for an aggregate of $1,055,493 (the “Purchase Price”) by wire transfer of immediately available funds in accordance with the following wire transfer instructions:

2. REPRESENTATIONS AND WARRANTIES

2.1 The Seller represents and warrants to Buyer as of the Effective Date:

(a) The Seller has full limited liability company capacity to execute and deliver this Agreement, to perform the Seller’s obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, and similar laws relating to or affecting the rights of creditors generally and to general principles of equity.

(b) The Seller owns the Securities and is selling the Securities to the Buyer, free and clear of any liens or encumbrances (subject to any restrictions under applicable securities laws).

(c) The Seller has had the opportunity to be represented and advised by independent legal counsel with regard to the matters provided for in this Agreement as well as all matters otherwise pertaining and related thereto and the Seller has had the opportunity to have such legal counsel review, on the Seller’s behalf, the terms of this Agreement and all documentation otherwise pertaining and related thereto.

2.2 Buyer represents and warrants to the Seller as of the Effective Date:

(a) Buyer has full capacity to execute and deliver this Agreement, to perform Buyer’s obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer, and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to

Page 22 of 25

applicable bankruptcy, insolvency, moratorium, and similar laws relating to or affecting the rights of creditors generally and to general principles of equity.

(b) (i) Buyer has had a full and adequate opportunity to conduct its own independent due diligence investigation into the Securities and the business and affairs of the Company and the transaction governed by this Agreement, and (ii) except as expressly provided in Section 2.1(b) above, Buyer is purchasing the Securities “as is” and neither the Seller nor any of its representatives or agents are making any representation or warranty whatsoever, express or implied, regarding the Securities or the Company including, without limitation, as to any matter concerning the operations, financial condition or otherwise of the Company, and Buyer expressly assumes all risks associated therewith.

(c) Buyer has had the opportunity to be represented and advised by independent legal counsel with regard to the matters provided for in this Agreement as well as all matters otherwise pertaining and related thereto and Buyer has had the opportunity to have such legal counsel review, on Buyer’s behalf, the terms of this Agreement and all documentation otherwise pertaining and related thereto.

(d) Buyer is acquiring the Securities for investment purposes only for Buyer’s own account and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the “Act”).

(e) Buyer understands that (i) the Securities have not been registered under the Act, (ii) the Securities are “restricted securities” under applicable U.S. federal and state securities laws, (iii) Buyer must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available, and (iv) Buyer can bear the economic risk of an investment in the Securities.

3. MISCELLANEOUS

3.1 Further Assurances. Buyer and the Seller agree to take all appropriate action and execute all documents, instruments, or conveyances of any kind that may be reasonably necessary or advisable to carry out the provisions of this Agreement.

3.2 [Intentionally Omitted]

3.3 Choice of Law; Forum Selection. This Agreement shall be construed and interpreted under, and the rights of the parties determined in accordance with, the internal laws of the State of Nevada excluding conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction of any court of competent jurisdiction located in Las Vegas, Nevada, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any court of competent jurisdiction located in Las Vegas, Nevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

3.4 Attorneys’ Fees. In any action among the parties to enforce or interpret any of the terms or provisions of this Agreement or any related matter, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief or other relief, to its costs and expenses, including, but not limited to, reasonable attorneys’ fees.

3.5 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to the subject matter hereof. No supplement, modification, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No

Page 23 of 25

waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

3.6 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that Buyer may not prior to the closing of the transactions governed by this Agreement assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Seller.

3.7 Severability. Every provision of this Agreement is intended to be severable from every other provision of this Agreement. If any provision of this Agreement is held to be void or unenforceable, in whole or in part, such provision shall be deemed to be reformed to the minimum extent necessary so that such provision as reformed shall be legally enforceable. If any provision of this Agreement is held to be void or unenforceable, in whole or in part, and cannot be reformed and made enforceable as provided in the immediately preceding sentence, the remaining provisions will remain in full force and effect.

3.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart for each party hereto. Transmission by telecopy, electronic or digital method of an executed counterpart signature page hereof by a party hereto shall constitute due execution and delivery of this Agreement by such party.

[Remainder of Page Left Blank Intentionally]

Page 24 of 25

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


		“Seller”

		Round Ridge LLC, a Delaware limited liability company

		By		/s/ Stanley E. Maron

		Name:		Stanley E. Maron,
		Title:		Secretary

		“Buyer”

		0792725 B.C. Ltd., a British Columbia company

		By		/s/ Ralph Proceviat

Page 25 of 25