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                                                                     EXHIBIT 3.1


                                  COMPOSITE OF

                            ARTICLES OF INCORPORATION

                                       OF

                           AMERICAN VANTAGE COMPANIES

                                   AS AMENDED

             ------------------------------------------------------

Pursuant to Title 7, Chapter 78 of the Nevada Revised Statutes:

1. NAME: The name of the corporation is:

                           American Vantage Companies

2. OFFICE: The principal office of the corporation in the State of Nevada is to
be located at 300 South Fourth Street, Suite 700, Las Vegas, Clark County,
Nevada. The corporation may also maintain an office or offices at such other
places within or outside of the State of Nevada as it may from time to time
determine. Corporate business of every kind and nature may be conducted, and
meetings of Directors and Stockholders held outside the State of Nevada the same
as in the State of Nevada.

3. PURPOSE: The corporation may engage in any lawful business or activity.

4. CAPITAL STOCK: The total number of shares of stock which the Corporation
shall have authority to issue is twenty million (20,000,000), of which ten
million (10,000,000) are to be Common Stock having a par value of $.01 per
share, and ten million (10,000,000) are to be Preferred Stock having a par value
of $.01 per share.

      The Preferred Stock shall be issued from time to time in one or more
series, with such distinctive serial designations, preferences, limitations, and
relative rights, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such shares from time to time adopted by
the Board of Directors; and in such resolution or resolutions providing for the
issue of shares of each particular series the Board of Directors is expressly
authorized to fix the annual rate or rates of dividends for the particular
series; the dividend payment date for the particular series and the date, if
any, from which dividends on all shares of such series issued prior to the
record date for the first dividend payment date shall be cumulative; the
redemption price or prices, if any, and the terms and conditions of redemption
for the particular series; sinking fund provisions, if any, for the particular
series; the voting rights, if any, for the particular series; the rights, if
any, of holders of the shares of the particular series to convert or exchange
the same into shares of any other series or class or other securities of the
Corporation or of any other corporation, with any provisions for the subsequent
adjustment of such conversion rights; the preference for the particular series
in the event of voluntary or involuntary liquidation,
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dissolution or winding-up of the Corporation, and to classify or reclassify any
unissued Preferred Stock by fixing or altering from time to time any of the
foregoing rights, privileges and qualifications.

      All the Preferred Stock of any one series shall be identical with each
other in all respects, except that the shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative. Except as to the particulars fixed by the Board as hereinabove
provided or as provided in the description of the series, all Preferred Stock
shall otherwise be of equal rank, regardless of series, and shall be identical
in all respects.

      Reverse Stock Split: Effective as of 9:00 a.m. East Coast Time, on
December 1, 1999, all outstanding shares of Common Stock, $.01 par value, held
by each holder of record on November 30, 1999 shall be automatically combined at
the rate of one-for-three without any further action on the part of the holders
thereof or this Corporation. No fractional shares shall be issued. Each holder
of record will receive one additional share for any fractional shares.

      The number of authorized shares of Common Stock and par value of the
Corporation before and after the reverse stock split are as follows:

<TABLE>
<CAPTION>
                       BEFORE                                                AFTER
                       ------                                                -----
    Class               Par           Authorized          Class               Par           Authorized
    -----               ---           ----------          -----               ---           ----------
<S>               <C>                 <C>             <C>               <C>                 <C>
Common Stock      $.01 par value      30,000,000      Common Stock      $.01 par value      10,000,000
</TABLE>

5. DIRECTORS: The members of the governing Board of the corporation shall be
styled Directors, and the number thereof shall not be less than THREE, except
that in the event all of the shares of the corporation are owned beneficially
and of record be either ONE or TWO stockholders, the number of Directors may be
less than THREE, but not less than the number of Stockholders. The number of
Directors may from time to time be increased or decreased in such manner as
shall be provided by the By-Laws of the corporation. Directors need not be
shareholders, but shall be of full age and at least one shall be a citizen of
the United States. The names and post office addresses of the first Board of
Directors, which shall consist of THREE (3) persons, and who shall hold office
until their successor or successors are duly elected and qualified, are as
follows:

<TABLE>
<CAPTION>
NAME                       POST OFFICE ADDRESS
----                       -------------------
<S>                        <C>
Ronald J. Tassinari        10 Commercial Wharf South
                           Boston, Massachusetts 02110

John J. Mahoney            West Bare Hill Road
                           Harvard, Massachusetts 81451

James F. Laura             9 Mercury Lane
                           Pelham, New Hampshire 03076
</TABLE>
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6. NON-ASSESSABLE: The capital stock of the corporation, after the amount of the
subscription price, or par value has been paid in money, property or services,
as the Directors shall determine, shall not be subject to assessment to pay the
debts of the corporation, nor for any other purpose, and no stock issued as
fully paid up shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.

7. INCORPORATORS: The name and post office address of each of the Incorporators,
which are THREE in number, signing these Articles of Incorporation, are as
follows:

<TABLE>
<CAPTION>
NAME                       POST OFFICE ADDRESS
----                       -------------------
<S>                        <C>
Sharon Hamilton            300 South Fourth Street, Suite 700
                           Las Vegas, Nevada 89101

Dorothy Lappin             300 South Fourth Street, Suite 700
                           Las Vegas, Nevada 89101

Laura R. Webb              300 South Fourth Street, Suite 700
                           Las Vegas, Nevada 89101
</TABLE>

8. TERM: The corporation shall have perpetual existence.