Company Contacts:
American Vantage Companies
Ronald J. Tassinari, President and Chief Executive Officer
Telephone: 702-227-9800
NASDAQ LISTINGS QUALIFICATIONS PANEL
DETERMINES TO CONDITIONALLY CONTINUE LISTING OF
AMERICAN VANTAGE COMPANIES
(Las Vegas, Nevada - June 16, 2005) American Vantage Companies (Nasdaq SmallCap
Market Symbol: AVCSE) announced that it had received a letter from the Listing
Qualifications Hearings Department of The Nasdaq Stock Market, dated June 14,
2005, that informed the Company that the Nasdaq Listing Qualifications Panel,
which met on May 19, 2005, had determined to continue the listing of the
Company's common stock on The Nasdaq Stock Market provided that, on or before
August 15, 2005, the Company submit documentation to the Panel evidencing
completion of one or more transactions that result in the Company having a
substantial operating company. The June 14th letter stated that the Panel had
noted that the Company appears to be acting in good faith to identify and engage
suitable partners and acquisition opportunities. The June 14th letter also noted
that the Company had filed all delinquent periodic reports which also were
matters addressed by the Panel at the May 19th hearing.
At the May 19, 2005 hearing, the Company addressed the issue of public interest
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 on-going
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, Nevada, its strategic growth strategy and the status of various
acquisition and other projects. In addition to addressing the public interest
concerns issue, after the Company advised the Panel that the March 31, 2005 Form
10-QSB for the quarter ended March 31, 2005 would not be filed until on or about
June 4, 2005, the Company requested that the Panel grant the Company an
exception to Nasdaq Marketplace Rule 4310(c)(14) with respect to the anticipated
delinquency in filing the March 31, 2005 Form 10-QSB. The March 31, 2005 Form
10-QSB was filed on June 6, 2005.
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 December 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
Corporation 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
12th 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 12th 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 19th hearing.
Although the Company continues to believe 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
on-going business, there can be no assurance given that 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 agree that any acquisition the Company
consummates on or before August 31, 2005 will result in the Company having a
sustainable operating business.
As a result of the Company having filed its December 31, 2004 Form 10-KSB and
March 31, 2005 Form 10-QSB, the trading symbol for the Company's common stock
has been changed from AVCSE to AVCS.
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
Companies' 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 Companies' Form 10-KSB for
the year ended December 31, 2004, Form 10-QSB for the quarter ended March 31,
2005 and other reports filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. American Vantage Companies'
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.
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