American Vantage Cos. Appears Before Nasdaq Listings Qualifications Panel.

LAS VEGAS -- American Vantage Cos. (Nasdaq: AVCSE) announced that it had appeared before a Nasdaq Listing Qualifications Hearing Panel on Thursday, May 19, 2005. The hearing addressed the issue of public issues concerns raised by the Nasdaq staff under Nasdaq Marketplace Rules 4300 and 4330(a)(3), based on the staff's determination that the company was a "public shell" due to the staff's belief that the company lacks a sustainable ongoing business. The company addressed these matters at the hearing, noting such matters as the company's continuing operational activities in the entertainment industry, a profitable 49% interest in the Border Grill Restaurant located in Las Vegas, its strategic growth strategy and the status of various acquisition and other projects. In addition to addressing the public interest concerns issue, the company advised the panel that its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005, would not be filed until on or about June 4, 2005. The company also requested that the panel grant the company a waiver of Nasdaq Marketplace Rule 4310(c)(14) with respect to the anticipated delinquency in filing the company's March 31, 2005, Form 10-QSB.

The hearing was originally scheduled to address the company's failure to file its Annual Report on Form 10-KSB for the fiscal year ended Dec. 31, 2004, in accordance with Nasdaq's Marketplace Rule 4310(c)(14). The company filed its 2004 Form 10-KSB on May 10, 2005. By letter, dated May 16, 2005, Nasdaq had notified the company that, although the Form 10-KSB had been filed, the public interest concerns would be considered at the hearing.

The company had received a letter from Nasdaq Stock Market, dated April 12, 2005, that advised the company of Nasdaq's public interest concerns in view of the company's recently consummated disposition of its American Vantage Media Corp. subsidiary, as disclosed in a Current Report on Form 8-K (Date of Report: March 21, 2005), filed with the SEC on March 25, 2005. Nasdaq's April 12 letter noted that the disposition had made it necessary for Nasdaq to review the company's eligibility for continued listing on The Nasdaq Stock Market. The April 12 letter then requested that the company provide Nasdaq with the company's specific plan for future operations and compliance with all of Nasdaq's continued listing requirements in accordance with Nasdaq's Marketplace Rule 4330(c). A further letter from Nasdaq, dated April 25, 2005, notified the company that the company was to address why the company believed it should not be deemed a public shell at the May 19 hearing.

The company is awaiting the panel's determination of the matters brought before the hearing. An adverse determination by the panel could result in the delisting of the company's listing on The Nasdaq SmallCap Market. Although the company believes that it is not a "public shell" and that the consummation of any of the transactions contemplated by its strategic growth strategy should result in the company continuing to operate a sustainable and ongoing business, as well as the company's belief that the panel will waive the anticipated delinquency in filing the March 31, 2005, Form 10-QSB, there can be no assurance that the panel will grant the company's request for continued listing of our common stock on The Nasdaq SmallCap Market, the company's efforts to implement its strategic growth strategy will result in the acquisition of entities or businesses on terms as favorable as the company anticipates, that any acquisition the company consummates would result in growth in operating income or profits or that the panel will grant the company's request for a waiver of the anticipated delinquency in filing the company's March 31, 2005, Form 10-QSB.

Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by words such as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Such statements and all phases of American Vantage Cos.' operations are subject to known and unknown risks, uncertainties and other factors, including overall economic conditions and other factors and uncertainties as are identified in American Vantage Cos.' Form 10-KSB for the year ended Dec. 31, 2004. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. American Vantage Cos.' actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The company undertakes no obligation to update the forward-looking statements in this press release.