UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    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):  MARCH 29, 2005


                           AMERICAN VANTAGE COMPANIES
             (Exact name of registrant as specified in its charter)


            NEVADA                0-10061              04-2709807
 (State or other jurisdiction   (Commission           (IRS Employer
       of incorporation)        File Number)       Identification No.)


         4735 SOUTH DURANGO DRIVE - SUITE 105
                   LAS VEGAS, NEVADA                       89147
       (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code:  (702) 227-9800


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange 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))

<PAGE>

ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.


         On March 29, 2005, the Audit Committee (the "Audit Committee") of the
Board of Directors of American Vantage Companies (the "Company") determined that
the non-operating income, for the periods commencing with the quarter ended
April 30, 2003 and through the quarter ended September 30, 2004, generated by
the Company's wholly-owned subsidiary, Vantage Bay Group, Inc. ("Vantage Bay"),
had been incorrectly recorded. Vantage Bay holds a 49% minority interest in a
limited liability corporation ("Restaurant Investee") that owns and operates the
Border Grill Restaurant in Las Vegas, Nevada. The Company has no management
responsibilities in connection with the Restaurant Investee or its operations.
As a result, and in accordance with generally accepted accounting principles,
the Company excludes the accounts of the Restaurant Investee in reporting its
operating results. Rather, the Company records the results of its investment in
the Restaurant Investee using the equity method of accounting, as adjusted to
reflect certain contractual provisions contained in the Operating Agreement for
the Restaurant Investee with respect to recognition of profits and losses by the
members of the Restaurant Investee. The contractual provisions required that the
Company recognize profits to the initial extent of an amount equal to 100% of
the initial losses the Company recognized in prior periods and then recognize an
accumulated 5% priority return on the unpaid portion of the Company's initial
investment of $2,750,000 until paid. The Company currently believes that the
Company had offset 100% of the initial losses and recognized the accumulated 5%
priority return by March 1, 2003. However, the Company erroneously continued to
recognize 100% of the Restaurant Investee's monthly income or losses from March
1, 2003 through June 30, 2004. As a result, the Audit Committee concluded that
the financial statements contained in the Company's Annual Report on Form 10-KSB
for the year ended July 31, 2003, and related report of the Company's
independent registered public accounting firm, and Quarterly Reports on Form
10-QSB for the quarters and transitional period ended April 30, 2003, October
31, 2003, December 31, 2003, March 31, 2004, June 30, 2004 and September 30,
2004 should no longer be relied upon. The Company estimates that the aggregate
amount of the overstated non-operating income, from March 1, 2003 and through
June 30, 2004, is approximately $754,000.

         The Company and its Audit Committee have discussed the accounting
treatment and restatement with Deloitte & Touche, LLP, the Company's current
independent registered public accounting firm, and Piercy Bowler Taylor & Kern,
LLP, the Company's former independent registered public accounting firm.

         The Company estimates that the impact of correcting the overstated
non-operating income will be a reduction in net income after tax for each of the
periods by approximately $141,000 for the fiscal year ended July 31, 2003,
$84,000 for August 1, 2003 through December 31, 2003 and $273,000 for January 1,
2004 through June 30, 2004. The Company intends to amend the Form 10-KSB and
Forms 10-QSB that no longer should be relied upon. Investors or other interested
parties should refer to the Company's filings on Form 10-KSB/A and Forms
10-QSB/A upon such filing with the SEC for amended information.

<PAGE>



                                   SIGNATURES

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.


Dated:  March 31, 2005

                                   AMERICAN VANTAGE COMPANIES



                                   By: /s/ Ronald J. Tassinari
                                       -------------------------------------
                                       Ronald J. Tassinari
                                       President and Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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):  MARCH 29, 2005

                           AMERICAN VANTAGE COMPANIES
             (Exact name of registrant as specified in its charter)

            NEVADA                0-10061              04-2709807
 (State or other jurisdiction   (Commission           (IRS Employer
       of incorporation)        File Number)       Identification No.)

         4735 SOUTH DURANGO DRIVE - SUITE 105
                   LAS VEGAS, NEVADA                       89147
       (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (702) 227-9800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange 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 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.

         On March 29, 2005, the Audit Committee (the "Audit Committee") of the
Board of Directors of American Vantage Companies (the "Company") determined that
the non-operating income, for the periods commencing with the quarter ended
April 30, 2003 and through the quarter ended September 30, 2004, generated by
the Company's wholly-owned subsidiary, Vantage Bay Group, Inc. ("Vantage Bay"),
had been incorrectly recorded. Vantage Bay holds a 49% minority interest in a
limited liability corporation ("Restaurant Investee") that owns and operates the
Border Grill Restaurant in Las Vegas, Nevada. The Company has no management
responsibilities in connection with the Restaurant Investee or its operations.
As a result, and in accordance with generally accepted accounting principles,
the Company excludes the accounts of the Restaurant Investee in reporting its
operating results. Rather, the Company records the results of its investment in
the Restaurant Investee using the equity method of accounting, as adjusted to
reflect certain contractual provisions contained in the Operating Agreement for
the Restaurant Investee with respect to recognition of profits and losses by the
members of the Restaurant Investee. The contractual provisions required that the
Company recognize profits to the initial extent of an amount equal to 100% of
the initial losses the Company recognized in prior periods and then recognize an
accumulated 5% priority return on the unpaid portion of the Company's initial
investment of $2,750,000 until paid. The Company currently believes that the
Company had offset 100% of the initial losses and recognized the accumulated 5%
priority return by March 1, 2003. However, the Company erroneously continued to
recognize 100% of the Restaurant Investee's monthly income or losses from March
1, 2003 through June 30, 2004. As a result, the Audit Committee concluded that
the financial statements contained in the Company's Annual Report on Form 10-KSB
for the year ended July 31, 2003, and related report of the Company's
independent registered public accounting firm, and Quarterly Reports on Form
10-QSB for the quarters and transitional period ended April 30, 2003, October
31, 2003, December 31, 2003, March 31, 2004, June 30, 2004 and September 30,
2004 should no longer be relied upon. The Company estimates that the aggregate
amount of the overstated non-operating income, from March 1, 2003 and through
June 30, 2004, is approximately $754,000.

         The Company and its Audit Committee have discussed the accounting
treatment and restatement with Deloitte & Touche, LLP, the Company's current
independent registered public accounting firm, and Piercy Bowler Taylor & Kern,
LLP, the Company's former independent registered public accounting firm.

         The Company estimates that the impact of correcting the overstated
non-operating income will be a reduction in net income after tax for each of the
periods by approximately $141,000 for the fiscal year ended July 31, 2003,
$84,000 for August 1, 2003 through December 31, 2003 and $273,000 for January 1,
2004 through June 30, 2004. The Company intends to amend the Form 10-KSB and
Forms 10-QSB that no longer should be relied upon. Investors or other interested
parties should refer to the Company's filings on Form 10-KSB/A and Forms
10-QSB/A upon such filing with the SEC for amended information.
SIGNATURES

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.

Dated:  March 31, 2005

                                   AMERICAN VANTAGE COMPANIES

                                   By: /s/ Ronald J. Tassinari
                                       -------------------------------------
                                       Ronald J. Tassinari
                                       President and Chief Executive Officer