Penthouse International PHSLE (Frankfurt:PHSL.F), a diversified holding company with operating subsidiaries in adult entertainment, Internet transaction processing and real estate, announced that effective Monday, May 24, 2004, its shares will no longer trade on the OTC Bulletin Board. Penthouse’s common stock will continue to trade on the over-the-counter pink sheets under the symbol PHSL.

The Company will be automatically delisted from the OTC Bulletin Board for being late in filing Annual Report on Form 10K for the fiscal year ended December 31, 2003. Penthouse plans to file its Form 10K within the next seven to ten business days; at which time it will either file an application to relist on the OTCBB on an expedited basis or request a waiver from such refiling requirement. Based on discussions with the compliance department of the OTCBB, Penthouse and its representatives believe, assuming it meets all other listing requrements and achieves compliance in the near future with all of its reporting obligations under the Securities Exchange Act of 1934, that the OTCBB review and relisting of the Penthouse common stock could be realized in as little as two to three business days from the submission of all applicable documentation.

The filing of Penthouse’s Annual Report on Form 10K has been delayed as a result of a number of factors, including a recent change in independent accountants, relocation of the corporate headquarters, and a series of significant transactions Penthouse completed in the first quarter of 2004. These transactions included:

— completion of four transactions involving approximately $30.7 million in private debt and equity financings;

— the acquisition of Internet Billing Company (“iBill”);

— completion of an agreement with certain creditors and security holders of its General Media subsidiary; and

— execution of financing commitments to obtain the financing required to confirm to the General Media plan of reorganization.

Penthouse also announced three additional business developments since March 31, 2004:

— iBill was notified by its processing bank and VISA that it is the first IPSP to be released from the VISA RIS program. As a result, iBill will no longer be assessed a monthly fee of $100,000, or $1,200,000 annually.

— iBill has entered into contracts to sell its transaction processing services to several new merchants representing approximately $21.0 million in estimated new incremental revenues over the next twelve months.

— In May 2004, Penthouse entered into an agreement with Access LLC to provide content to third generation (3G) mobile phones in Europe. Access is providing content to be distributed on the T-Mobile network, representing 440 million mobile phone users. Penthouse will share in the gross revenue of this venture.

As previously reported, Penthouse’s subsidiary General Media filed its Second Amended Plan of Reorganization with the United States Bankruptcy Court for the Southern District of New York. The plan is scheduled for a confirmation hearing on June 10, 2004, but is expected to be moved to mid July at the request of management. Confirmation of the plan is subject to General Media and the debtors obtaining debt and equity financing of approximately $61.0 million.

If confirmed, the plan will preserve 100% of the equity interests of Penthouse in its General Media group of subsidiaries.

General Media has also completed the renegotiation of the lease on its corporate headquarters in Manhattan resulting in an annual rent reduction exceeding $1,000,000, which is expected to benefit Penthouse if the Second Amended Plan is confirmed.

“The new management of Penthouse is committed to full and accurate disclosure to our shareholders. It is imperative that we provide the most complete information possible on Form 10K and our other public reports, and we have elected to take measured, disciplined steps to this end. Our shareholders will ultimately be the beneficiaries,” said Claude Bertin, Executive Vice President and director of Penthouse. Mr. Bertin also noted, “Our majority shareholder and our institutional investors have demonstrated their support for Penthouse this quarter by their substantial financial commitments. Through our reorganization our operations have been intensely scrutinized and we are grateful that the support for Penthouse continues to this day,” concluded Mr. Bertin.