UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2006
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AMERICAN VANTAGE COMPANIES
(Exact name of registrant as specified in its charter)
Nevada 0-10061 04-2709807
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4735 S. Durango Dr., Suite #105, Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 227-9800
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
American Vantage Companies ("AVCS") appointed Piercy, Bowler, Taylor & Kern
("PBTK") as its new principal independent public accountant to audit the
financial statements of AVCS and dismissed Deloitte & Touche LLP ("Deloitte"),
the independent public accountants previously engaged to audit AVCS's financial
statements. The change in AVCS's independent public accountant was approved by
the Audit Committee of the Board of Directors of AVCS on May 4, 2006 and was
made effective as of such date.
The audit reports of Deloitte on the consolidated financial statements of AVCS
and its subsidiaries as of and for the years ended December 31, 2005 and 2004
did not contain an adverse opinion or disclaimer of opinion, nor were they
modified as to uncertainty, audit scope or accounting principles.
During AVCS's two most recent fiscal years and through the date of this Form
8-K, there were no disagreements between AVCS and Deloitte, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Deloitte's satisfaction, would have caused Deloitte to make reference to the
subject matter of the disagreement(s) in connection with its reports.
During AVCS's two most recent fiscal years and through the date of this Form
8-K, AVCS did not consult with PBTK with respect to the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on AVCS's consolidated
financial statements, or any other matters or reportable events listed in Item
304(a)(2) of Regulation S-B.
AVCS provided Deloitte with a copy of the foregoing disclosures. AVCS requested
that Deloitte furnish AVCS with a letter addressed to the Securities and
Exchange Commission stating whether they agree with the statements that AVCS has
made in this Item 4.01. A copy of Deloitte's response letter to AVCS's request
is filed as exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Exhibit -
16.1 Letter of Deloitte & Touche, LLP, dated May 4, 2006.
SIGNATURE
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 hereunto duly authorized.
AMERICAN VANTAGE COMPANIES
Date: May 4, 2006 By: /s/ Anna M. Morrison
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Anna M. Morrison, Chief Accounting
Officer