Edgar Filing: LAURUS MASTER FUND LTD

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LAURUS MASTER FUND LTD

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2005

3. Issuer Name and Ticker or Trading Symbol
RIVIERA TOOL CO [RTC]

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC,Â 825 THIRD AVENUE, 14TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value per share	272,727 ⁽¹⁾	D ⁽¹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Secured Convertible Term Note	Â ⁽²⁾	05/17/2008	Common Stock, no par value per share	⁽²⁾	$ ⁽²⁾	D ⁽¹⁾	Â
Secured Convertible Minimum Borrowing Note	Â ⁽²⁾	05/17/2008	Common Stock, no par value per share	⁽²⁾	$ ⁽²⁾	D ⁽¹⁾	Â
Secured Convertible Revolving Note	Â ⁽²⁾	05/17/2008	Common Stock, no par value per share	⁽²⁾	$ ⁽²⁾	D ⁽¹⁾	Â
Stock Option (right to buy)	Â ⁽²⁾	Â ⁽²⁾	Common Stock, no par value per share	⁽²⁾	$ ⁽²⁾	D ⁽¹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAURUS MASTER FUND LTD C/O LAURUS CAPITAL MANAGEMENT, LLC 825 THIRD AVENUE, 14TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
LAURUS CAPITAL MANAGEMENT LLC 825 THIRD AVENUE 14TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
GRIN EUGENE C/O LAURUS CAPITAL MANAGEMENT, LLC 825 THIRD AVENUE 14TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
GRIN DAVID C/O LAURUS CAPITAL MANAGEMENT, LLC 825 THIRD AVENUE 14TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Eugene Grin, Director, on behalf of Laurus Master Fund, Ltd.		02/02/2006
^**Signature of Reporting Person		Date
/s/ Eugene Grin, Principal, on behalf of Laurus Capital Management, LLC		02/02/2006
^**Signature of Reporting Person		Date
/s/ Eugene Grin		02/02/2006
^**Signature of Reporting Person		Date
/s/ David Grin		02/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Exhibit 99 (Footnote 1)
(2)	See Exhibit 99 (Footnote 2)

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