SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box:

SUPERIOR GALLERIES, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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| | Fees paid previously with preliminary materials.

| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:___________________________________________
2. Form, Schedule or Registration Statement No.:_____________________
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4. Date Filed:_______________________________________________________

SUPERIOR GALLERIES, INC.
9478 WEST OLYMPIC BOULEVARD
BEVERLY HILLS, CA 90212

October 17, 2005

To Our Stockholders:

You are cordially invited to attend the 2005 annual meeting of stockholders
of Superior Galleries, Inc. that will be held at 8:00 a.m. local time on
November 29, 2005 at our Beverly Hills, California offices located at 9478 West
Olympic Boulevard, Beverly Hills, California 90212. All holders of our
outstanding common stock, Series B Preferred Stock, Series D Preferred Stock,
and Series E Preferred Stock as of the close of business on October 14, 2005 are
entitled to vote at the 2005 annual meeting.

Enclosed is a copy of the notice of annual meeting of stockholders, a proxy
statement and a proxy card. A current report on our business operations will be
presented at the meeting, and stockholders will have an opportunity to ask
questions.

We hope you will be able to attend the 2005 annual meeting. Whether or not
you expect to attend, it is important that you complete, sign, date and return
the proxy card in the enclosed envelope in order to make certain that your
shares will be represented at the 2005 annual meeting.

Sincerely,

/S/ Silvano DiGenova

Silvano DiGenova
Chairman of the Board and Chief Executive Officer

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SUPERIOR GALLERIES, INC.
9478 WEST OLYMPIC BOULEVARD
BEVERLY HILLS, CA 90212

NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 29, 2005

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

NOTICE IS HEREBY GIVEN that the 2005 annual meeting of stockholders of
Superior Galleries, Inc., a Delaware corporation, will be held at 8:00 a.m.
local time on November 29, 2005 at our Beverly Hills, California offices located
at 9478 West Olympic Boulevard, Beverly Hills, California 90212, for the
following purposes:

1. To elect five directors to the board of directors;

2. To approve the amendment to our 2003 Omnibus Stock Option Plan (the
"2003 Plan") to increase the number of shares of our common stock
issuable under the 2003 Plan from 800,000 to 1,200,000;

3. To ratify the selection of Singer Lewak Greenbaum & Goldstein LLP as
our independent certified public accountants to audit our financial
statements for the year ending June 30, 2006; and

4. To transact such other business as may properly come before the 2005
annual meeting or any adjournment or adjournments thereof.

The board of directors has fixed the close of business on October 14 2005
as the record date for the determination of stockholders entitled to notice of
and to vote at the 2005 annual meeting and all adjourned meetings thereof.

By Order of the Board of Directors

/S/ Silvano DiGenova

Silvano DiGenova
Chairman of the Board and Chief Executive Officer

Dated: October 17, 2005

PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.

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SUPERIOR GALLERIES, INC.
9478 WEST OLYMPIC BOULEVARD
BEVERLY HILLS, CA 90212

PROXY STATEMENT

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2005 ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 29, 2005

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THESE PROXY MATERIALS ARE FIRST BEING MAILED TO
STOCKHOLDERS ON OR ABOUT OCTOBER 17, 2005

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VOTING AND PROXY

This proxy statement is being furnished in connection with the solicitation
of proxies by our board of directors for use at the 2005 annual meeting of
stockholders to be held at 8:00 a.m. local time on November 29, 2005 at our
Beverly Hills, California offices located at 9478 West Olympic Boulevard,
Beverly Hills, CA 90212, and at any adjournments of the 2005 annual meeting.
When a proxy is properly executed and returned, the shares it represents will be
voted according to directions noted on the proxy. If no specification is
indicated, the shares will be voted "for" each of the proposals listed on the
proxy. Any stockholder giving a proxy has the power to revoke it at any time
before it is voted by providing written notice to our corporate Secretary, by
issuance of a subsequent proxy, or by voting in person at the 2005 annual
meeting.

At the close of business on October 14, 2005, the record date for
determining stockholders entitled to notice of and to vote at the 2005 annual
meeting, we had issued and outstanding 4,819,942 shares of common stock,
3,400,000 shares of Series B Preferred Stock, 2,000,000 shares of Series D
Preferred Stock and 2,500,000 shares of Series E Preferred Stock. We also had
37,500 shares of Series A Preferred Stock outstanding at such date, but such
shares are nonvoting. Only stockholders of record at the close of business on
the record date are entitled to notice of and to vote at the 2005 annual meeting
or at any adjournments of the meeting.

Each share of common stock entitles the holder of record to one vote on any
matter coming before the 2005 annual meeting. Each holder of Series B Preferred
stock is entitled to 0.5 votes for each share held by him or her, each holder of
Series D Preferred Stock is entitled to 0.833 votes for each share held by him
or her and each holder of Series E Preferred Stock is entitled to 0.167 votes of
each share held by him or her. In voting for directors, the candidates receiving
the highest number of votes of the shares entitled to vote for them, up to the
number of directors to be elected, shall be elected. Votes against a candidate
and votes withheld will have no legal effect in the election of directors.

The person or persons holding the proxies solicited by our board of
directors will exercise their voting rights, at their discretion, to vote the
shares they hold in such a way as to ensure the election of as many of the
nominees of the board of directors as they deem possible. This discretion and
authority of the proxy holders may be withheld by checking the box on the proxy
card marked "withhold from all nominees." Such an instruction will deny the
proxy holders the authority to vote for any or all of the nominees of the board
of directors at the 2005 annual meeting.

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A stockholder may choose to withhold from the proxy holders the authority
to vote for any of the individual candidates nominated by our board of directors
by marking the appropriate box on the proxy card and striking out the names of
the disfavored candidates as they appear on the proxy card. In that event, the
proxy holders will not cast any of the stockholder's votes for candidates whose
names have been crossed out. However, the proxy holders will retain the
authority to vote for the candidates nominated by the board of directors whose
names have not been struck out and for any candidates who may be properly
nominated at the 2005 annual meeting. If a stockholder wishes to specify the
manner in which his or her votes are allocated, he or she must appear and vote
in person at the 2005 annual meeting. Ballots will be available at the 2005
annual meeting for stockholders who desire to vote in person.

A majority of the shares entitled to vote, represented in person or by
proxy, will constitute a quorum at a meeting of stockholders. Votes cast at the
meeting will be tabulated by the person or persons appointed by us to act as
inspectors of election for the meeting. Directors will be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors, which means that the
five candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them will be elected. So long as a quorum is present, a
failure to vote in the election of directors or a vote "against" a nominee will
have no effect.

Under Delaware law, in order to approve the proposed amendment to our 2003
Plan to increase to 1,200,000 the number of shares issuable under this Plan and
to ratify the selection of Singer Lewak Greenbaum & Goldstein LLP as our
independent auditors, a majority of those voting must cast their votes in favor
of these proposals. You may cast your votes in favor of, or against, this
proposal or abstain from voting on the proposal. Only votes cast "for" a matter
constitute affirmative votes. Thus, a failure to vote on these proposals or an
abstention will not be treated as a vote cast "for" the proposals and will have
the same effect as a vote "against" the proposals.

"Broker non-votes" are not counted either "for" or "against" any proposals,
but will be treated the same as abstentions. Thus, if the number of "broker
non-votes" results in the votes "for" a proposal not equaling at least a
majority of the outstanding voting shares (other than in the election of
directors), the proposal will not be approved. This will be the case even though
the number of votes "for" these proposals exceeds the number of votes "against"
the proposal.

We will pay the expenses of soliciting proxies for the 2005 annual meeting,
including the cost of preparing, assembling and mailing the proxy solicitation
materials. Proxies may be solicited personally, by mail or by telephone, or by
our directors, officers and regular employees who will not be additionally
compensated. We have no present plans to hire special employees or paid
solicitors to assist in obtaining proxies, but we reserve the option to do so if
it appears that a quorum otherwise might not be obtained. The matters to be
considered and acted upon at the 2005 annual meeting are referred to in the
preceding notice and are discussed below more fully. Executed proxies may be
delivered by facsimile transmission (fax) to our transfer agent, Stalt, Inc., at
(650) 321-7113.

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ELECTION OF DIRECTORS
(PROPOSAL 1)

Our bylaws provide that there are five seats on our board of directors.
Directors are elected annually and hold office until the next annual meeting of
stockholders, until their respective successors are elected and qualified or
until their earlier death, resignation or removal. It is intended that the
proxies solicited by our board of directors will be voted "for" election of the
following five nominees unless a contrary instruction is made on the proxy:
Silvano DiGenova, Paul Biberkraut, Anthony Friscia, Lee Ittner and David Rector.

If for any reason one or more of the nominees is unavailable as a candidate
for director, an event that is not anticipated, the person named in the proxy
will vote for another candidate or candidates nominated by our board of
directors. However, under no circumstances may a proxy be voted in favor of a
greater number of persons than the number of nominees named above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTORS NOMINATED IN
THIS PROPOSAL NO. 1.

The current directors and executive officers of Superior Galleries, Inc.
and their ages, positions, business experience and education are as follows:

NAME AGE POSITION
---- --- --------

Silvano DiGenova 43 Chairman of the Board, Chief Executive Officer
and Director

Larry Abbott 42 Chief Sales Officer and Executive Vice President

Paul Biberkraut 44 Chief Financial Officer, Executive Vice President,
Secretary and Director

Anthony Friscia 57 Director (1)

Lee Ittner 43 Director

David Rector 58 Director (2)

- ----------
(1) Chairman of audit committee. Our audit committee consists of Messrs.
Friscia, Ittner and Rector.
(2) Chairman of compensation committee. Our compensation committee consists of
Messrs. Friscia, Ittner and Rector.

SILVANO DIGENOVA is our chairman of the board, chief executive officer and
a director. He has served in these positions since the time our corporate
predecessor was formed in 1984. Mr. DiGenova has also served as our acting chief
financial officer from September 2002 through December 2002. Mr. DiGenova
founded TIA, which would later become our company, in 1977. Mr. DiGenova has
extensive experience in the numismatic and fine arts fields. In 1986, Mr.
DiGenova helped form the Professional Coin Grading Service, the first widely
accepted uniform grading system for rare coins. Mr. DiGenova attended the
Wharton School of Business at the University of Pennsylvania for four years.
However, Mr. DiGenova left Wharton in his fourth year to develop TIA, our
predecessor, and did not obtain a degree from Wharton.

LARRY ABBOTT is our chief sales officer and executive vice president. Mr.
Abbott has served in this role since June 2005. Mr. Abbott has over twenty years
of experience in management roles in numismatic sales and marketing, and
executive management. Prior to joining our company, Mr. Abbott held various

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sales and management positions including, most recently, executive vice
president, at Heritage Rare Coin Galleries, a privately-held rare coin dealer
and auctioneers from May 1999 to May 2005.

PAUL BIBERKRAUT is our chief financial officer, executive vice president,
secretary and a director. Mr. Biberkraut has served in this role since December
2002 and previously was our chief financial officer and vice president of
finance from October 1999 to December 2000. Mr. Biberkraut has over fifteen
years of experience in management roles with varying levels of responsibilities
for finance, accounting, information technology, operations and human resources.
Prior to returning to our company Mr. Biberkraut was a senior finance manager
for information technology at PacifiCare Health Systems, Inc., a publicly traded
health care insurance company from December 2000 to November 2002 and was the
corporate controller of Quality Systems, Inc., a publicly traded medical
software developer, from November 1997 to June 1999. Mr. Biberkraut also served
as the chairman of the audit committee for an Orange County, California based
credit union from 1997 to 1999 and had served as a board member, treasurer and
president of an Orange County, California based not-for-profit social service
agency from 1989 to 1998.

ANTHONY FRISCIA is one of our directors and the Chairman of our Audit
Committee. Mr. Friscia has served in this role since July 2005. Mr. Friscia is
currently an independent consultant to the entertainment industry, a position
that he has held since January 2005. From 1999 to 2005, Mr. Friscia was Vice
President, Free Television Contract Administration for Warner Brothers
International Television Distribution, Inc., a division of Time-Warner, Inc., a
public traded media and entertainment company. Mr. Friscia has over 25 years of
experience in financial, administrative and contract management within the
television and film industries.

LEE ITTNER is one of our directors. Mr. Ittner has served in the role since
May 2003. Mr. Ittner is currently the Vice President for Latin America for
Kyocera Wireless Corp., a position he has held since 2001. Prior to that time,
Mr. Ittner was Senior Vice President of the Americas Region for Cellstar
Corporation, a provider of wireless phone services. Mr. Ittner has over 14 years
of experience in both domestic and international operational management, sales
and marketing, customer relations and strategic planning in the communications
industry.

DAVID RECTOR is one of our directors and the Chairman of our Compensation
Committee. Mr. Rector has served in this role since May 2003. Mr. Rector is
currently the chief executive officer, president and director of Nanoscience
Technologies, Inc., a publicly traded company, a position he has held since May
2004. From 1992 to 2004, Mr. Rector had been a principal management consultant
with The David Stephen Group, where he provided executive management services
for several companies, overseeing operations and strategic planning. Mr. Rector
has over twenty years of experience as a senior executive focusing on general
management with Fortune 100 and developmental companies.

All directors hold office until the next annual meeting of shareholders or
until their respective successors are elected or until their earlier death,
resignation or removal. Executive officers are appointed by and serve at the
discretion of the board of directors.

BOARD NOMINATIONS, COMMITTEES AND MEETINGS

Our board of directors has an audit committee and a compensation committee
but does not have a nominating committee. In the absence of a nominating
committee, the entire board of directors satisfies the duties of that committee.
Selection of nominees for our board of directors is made by the entire board of
directors, and each member of the board participates in the consideration of
nominees. The board believes a separate committee is not necessary for this
purpose because: (i) due to the relatively small size of the board, it can
function efficiently without forming a committee composed of fewer members; (ii)
a majority of the members of the board are independent, as defined in Rule
4200(a)(15) of the National Association of Securities Dealers ("NASD") listing

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standards, and (iii) those members of the board that are not independent have a
unique familiarity with and understanding of the industry within which the
company operates, enabling them to provide important perspective on the
necessary qualifications of a board member.

The board utilizes a variety of methods for identifying and evaluating
nominees for director, including candidates that may be referred by
stockholders. Stockholders that desire to recommend candidates for the board for
evaluation may do so by contacting the company in writing, identifying the
potential candidate and providing background information. See "Stockholder
Communications with Directors" in this Proxy Statement. Candidates may also come
to the attention of the board through current board members, professional search
firms and other persons. In evaluating potential candidates, the board will take
into account a number of factors, including, among others, the following:

o Independence from management;

o Whether the candidate has relevant business experience;

o Judgment, skill, integrity and reputation;

o Existing commitments to other businesses;

o Corporate governance background;

o Financial and accounting background, to enable the board to determine
whether the candidate would be suitable for Audit Committee
membership; and

o The size and composition of the board.

The audit committee is composed of three non-employee directors. >From July
2004 through August 2004, the audit committee was composed of Messrs. Ittner and
Rector and the late Mr. Mark Cohen, with Mr. Cohen serving as the committee
chairman and the audit committee financial expert as defined by Item 401(e) of
Regulation S-B. From August 2004 through October 2004, Mr. Rector acted as
chairman of the audit committee. In October 2004 Mr. James Gollihugh was
appointed to the audit committee to fill the vacancy left by Mr. Cohen's passing
and to assume the positions of committee chairman and audit committee financial
expert as defined by Item 401(e) of Regulation S-B until July 2005. In July 2005
Mr. Friscia was appointed to the audit committee to succeed Mr. Gollihugh and to
assume the positions of committee chairman and audit committee financial expert
as defined by Item 401(e) of Regulation S-B. The audit committee held a total of
four meetings during our last fiscal year.

Messrs. Ittner, Rector, Gollihugh and Friscia are, and the late Mr. Cohen
was, "independent" as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers ("NASD") listing standards.

The audit committee operates pursuant to a charter approved by our board of
directors. The committee's principal functions are to monitor our financial
reporting process and internal control system, review and appraise the audit
efforts of our independent auditors, and provide an avenue of communication
among our independent accountants, financial and senior management and our board
of directors.

The compensation committee is composed of three disinterested, non-employee
directors. From July 2004 through August 2004, the compensation committee was
composed of Messrs. Ittner and Rector and the late Mr. Cohen, with Mr. Rector
serving as the committee chairman. In October 2004 Mr. Gollihugh was appointed
to the compensation committee to fill the vacancy left by Mr. Cohen's passing.
Mr. Gollihugh served as a member of the compensation committee until July 2005
when Mr. Friscia was appointed to the compensation committee to succeed him. The

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compensation committee's primary functions are to administer our employee stock
option plans, approve grants of stock options and approve compensation for
executive officers. The compensation committee held a total of one meeting
during our last fiscal year.

During our 2005 fiscal year, our board of directors held nine (9) meetings
and took action by written consent on three (3) occasions. During the 2005
fiscal year, Lee Ittner attended fewer than 75% of the aggregate of the total
number of meetings of the board of directors held during the period for which he
has been a director and the total number of meetings held by all committees of
the board on which he served during the periods that he served.

BOARD AUDIT COMMITTEE REPORT

The audit committee of our board of directors reviewed and discussed with
the independent auditors all matters required by generally accepted auditing
standards, including those described in Statement on Auditing Standards No. 61,
as amended, "Communication with Audit Committees," and reviewed and discussed
with both management and the independent auditors our audited financial
statements. Discussions with the independent auditors were both with and without
management present. In addition, the audit committee obtained from the
independent auditors a formal written statement describing all relationships
between the auditors and us that might bear on the auditors' independence
consistent with Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees," and discussed with the auditors any
relationships that may impact their objectivity and independence and satisfied
itself as to the auditors' independence. Based upon the audit committee's review
and discussions with management, the audit committee recommended to our board of
directors that our audited financial statements be included in our annual report
on Form 10-K for fiscal year 2005, for filing with the Commission. The audit
committee also recommended that we continue to use Singer Lewak Greenbaum &
Goldstein LLP as our independent auditors and our board of directors concurred
in that recommendation.

AUDIT COMMITTEE:

Anthony Friscia, Chairman
Lee Ittner
David Rector

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors, and persons who beneficially own more than
10% of our common stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. These
officers, directors and stockholders are required by Securities and Exchange
Commission regulations to furnish us with copies of all such reports that they
file.

We have reviewed copies of such reports furnished to us during the fiscal
year ended June 30, 2005 and thereafter, and written representations received by
us from our directors and officers and the beneficial owners of more than 10% of
our common stock concerning their compliance with Section 16(a) of the Exchange
Act. Based on this review, we believe that during the 2005 fiscal year, there
was no failure by any such person to timely file a report under Section 16(a) of
the Exchange Act.

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APPROVAL OF AMENDMENT TO THE 2003 OMNIBUS STOCK OPTION PLAN
(PROPOSAL 2)

DESCRIPTION OF PROPOSED AMENDMENT

Under our current 2003 Omnibus Stock Option Plan (the "2003 Plan"), we are
authorized to issue up to 800,000 shares of our common stock after giving effect
to the 1 for 20 reverse stock split that we effected on June 30, 2003. Our board
of directors has approved an amendment to our 2003 Plan to increase the total
number of shares of common stock of the Company which maybe optioned or sold
under the 2003 Plan from 800,000 shares to 1,200,000 shares. We therefore
propose to amend Section 4.1 of the 2003 Plan to read as follows:

4.1 Maximum Number of Shares. The maximum aggregate number of shares which
maybe optioned and sold under Plan A and Plan B shall not exceed one
million two hundred thousand (1,200,000) shares.

No other provisions of the 2003 Plan shall be affected by this proposal.

REQUIRED VOTE OF STOCKHOLDERS

The affirmative vote of a majority of the shares of voting stock
represented and voting on this proposal will constitute stockholder approval of
the proposed amendment to the 2003 Plan. As noted above, the board of directors
has approved this approval. Stockholders should be aware, however, that the
board of directors may be viewed as having a conflict of interest in approving,
and recommending that stockholders approve, this proposal.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL.

BACKGROUND AND MATERIAL FEATURES OF 2003 PLAN

GENERAL. The 2003 Plan was adopted by our board and approved by our
shareholders in 2003. This plan is designed to enable us to offer an
incentive-based compensation system to the employees, officers and directors of
the Company. and its subsidiaries and to consultants who do business with us or
our subsidiaries. There are currently 42 employees, officers, directors or
consultants of the Company or its subsidiaries who are eligible to participate
in the 2003 Plan.

SHARES SUBJECT TO THE 2003 PLAN. The 2003 Plan provides for the grant of
incentive stock options, or ISOs, and nonqualified stock options, or NQOs. As of
October 14, 2005, the 2003 Plan provides for the issuance of an aggregate of
800,000 shares of our Common Stock. As of that date, a total of 55,000 shares
have been issued under the 2003 Plan and options to purchase an additional
609,333 shares of common stock were outstanding under the 2003 Plan. Thus, there
are currently 135,667 shares available for issuance under options which have not
yet been granted. On September 30, 2005, the closing sale price of a share of
our common stock on the OTC Bulletin Board was $1.66. Any shares of common stock
that are subject to an option but are not used because the option is not
exercised, or which are repurchased by the Company, may again be used for awards
under the 2003 Plan.

ADMINISTRATION, The 2003 Plan is administered by the Board of Directors,
but also may be by an administered committee of not less than two nor more than
five persons appointed by the board of directors, each of whom must be a
director of the Company. It is the intent of the 2003 Plan that it be
administered in a manner such that option grants and exercises would be "exempt"
under Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act").

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The Board or the committee appointed by it is empowered to select those
eligible persons to whom options shall be granted under the 2003 Plan, to
determine the time or times at which each option shall be granted, whether
options will be ISOs or NQOs, and the number of shares to be subject to each
option, and to fix the time and manner in which each such option may be
exercised, including the exercise price and option period, and other terms and
conditions of such options, all subject to the terms and conditions of the 2003
Plan. The Board or the committee appointed by it has sole discretion to
interpret and administer the 2003 Plan, and its decisions regarding the 2003
Plan are final.

The 2003 Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time and from time to time by the Board. The
Board may not make any amendment which adversely affects any outstanding options
without the express consent of the optionee, except as may be necessary, in the
opinion of counsel, to comply with any applicable law. In addition, unless
approved by the shareholders, the Board may not increase the number of shares
subject to the 2003 Plan, amend the Plan so as to change the manner of
determining the option exercise price, change the class of persons eligible to
receive options under the Plan, or extend the maximum duration of the Plan or of
any option granted thereunder. No option may be granted under the 2003 Plan
after April 30, 2013.

OPTION TERMS. ISOs granted under the 2003 Plan must have an exercise price
of not less than 100% of the fair market value of the common stock on the date
the ISO is granted and must be exercised, if at all, within ten years from the
date of grant. In the case of an ISO granted to an optionee who owns more than
10% of the total voting securities of the Company on the date of grant, such
exercise price shall be not less than 110% of fair market value on the date of
grant, and the option period may not exceed five years. NQOs granted under the
2003 Plan must have an exercise price of not less than 85% of the fair market
value of the common stock on the date the NQO is granted.

Options may be exercised during a period of time fixed by the Board or the
committee, not to exceed ten years from the date of grant, except that no ISO
may be exercised earlier than six months after the date of grant. In the
discretion of the Board or the committee, payment of the purchase price for the
shares of stock acquired through the exercise of an option may be made in cash,
shares of our common stock or a combination of cash and shares of our common
stock.

FEDERAL INCOME TAX CONSEQUENCES

NQOS. Holders of NQOs do not realize income as a result of a grant of the
option, but normally realize compensation income upon exercise of an NQO to the
extent that the fair market value of the shares of common stock on the date of
exercise of the NQO exceeds the exercise price paid. We will be required to
withhold taxes on ordinary income realized by an optionee upon the exercise of a
NQO.

In the case of an optionee subject to the "short-swing" profit recapture
provisions of Section 16(b) of the Exchange Act, the optionee realizes income
only upon the lapse of the six-month period under Section 16(b), unless the
optionee elects to recognize income immediately upon exercise of his or her
option.

ISOS. Holders of ISOs will not be considered to have received taxable
income upon either the grant of the option or its exercise. Upon the sale or
other taxable disposition of the shares, long-term capital gain will normally be
recognized on the full amount of the difference between the amount realized and
the option exercise price paid if no disposition of the shares has taken place
within either two years from the date of grant of the option or one year from
the date of exercise. If the shares are sold or otherwise disposed of before the
end of the one-year or two-year periods, the holder of the ISO must include the
gain realized as ordinary income to the extent of the lesser of the fair market
value of the option stock minus the option price, or the amount realized minus
the option price. Any gain in excess of these amounts, presumably, will be
treated as capital gain. We will be entitled to a tax deduction in regard to an
ISO only to the extent the optionee has ordinary income upon the sale or other
disposition of the option shares.

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Upon the exercise of an ISO, the amount by which the fair market value of
the purchased shares at the time of exercise exceeds the option price will be an
"item of tax preference" for purposes of computing the optionee's alternative
minimum tax for the year of exercise. If the shares so acquired are disposed of
prior to the expiration of the one-year and two-year periods described above,
there should be no "item of tax preference" arising from the option exercise.

POSSIBLE ANTI-TAKEOVER EFFECTS

Although not intended as an anti-takeover measure by the board of
directors, one of the possible effects of the 2003 Plan could be to place
additional shares, and to increase the percentage of the total number of shares
outstanding, in the hands of our directors and officers. Such persons may be
viewed as part of, or friendly to, incumbent management and may, therefore,
under certain circumstances be expected to make investment and voting decisions
in response to a hostile takeover attempt that may serve to discourage or render
more difficult the accomplishment of such attempt.

In addition, all outstanding options shall become immediately exercisable
with respect to the full number of shares subject to such options upon execution
of an agreement to sell all or substantially all of the assets or capital stock
of the Company, whether by sale, merger or otherwise (provided that such option
shall not be accelerated to become exercisable earlier than six months after the
option grant date). In the opinion of the board of directors, such an
acceleration provision merely ensures that optionees under the 2003 Plan will be
able to exercise their options as intended by our board of directors and
stockholders prior to any such extraordinary corporate transaction which might
serve to limit or restrict such right. The board of directors is, however,
presently unaware of any threat of hostile takeover involving our company.

-12-

RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL 3)

Our board of directors has selected the independent certified public
accounting firm of Singer Lewak Greenbaum & Goldstein LLP to audit and comment
on our financial statements for the year ending June 30, 2006, and to conduct
whatever audit functions are deemed necessary. Singer Lewak Greenbaum &
Goldstein LLP audited our financial statements for the fiscal years ended June
30, 2004 and June 30, 2005. The independent certified public accounting firm of
Haskell & White LLP audited and commented on our financial statements for the
previous fiscal year, which ended June 30, 2003. In the event that the
stockholders do not ratify the selection of Singer Lewak Greenbaum & Goldstein
LLP as the our independent public accountant, the selection of another
independent public accounting firm will be considered by the board of directors.

A representative of Singer Lewak Greenbaum & Goldstein LLP is expected to
attend the annual meeting, respond to appropriate questions and if the
representative desires, which is not now anticipated, make a statement.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THIS PROPOSAL.

FEES PAID TO AUDITORS

The following table shows the fees paid or accrued by us for the audit and
other services provided by Singer Lewak Greenbaum & Goldstein LLP ("SLGG") and
Haskell & White LLP ("H&W") for the fiscal years shown.

2005 2004
----------------------- -----------------------
SLGG H&W SLGG H&W
---------- ---------- ---------- ----------
Audit Fees $ 135,000 $ 31,000 $ 60,000 $ 37,000
Audit - Related Fees $ 18,000 -- $ 10,000 --
Tax Fees -- -- -- $ 1,000
All Other Fees -- -- -- --
---------- ---------- ---------- ----------
Total $ 153,000 $ 31,000 $ 70,000 $ 38,000
========== ========== ========== ==========

Audit Fees consist of fees billed for professional services rendered for
the audit of our financial statements and review of the interim financial
statements included in quarterly reports and services that are normally provided
by the above auditors in connection with statutory and regulatory fillings or
engagements.

The Audit - Related Fees shown above all related to the performance of
agreed upon procedures required to be performed in connection with our line of
credit from Stanford Financial Group Company, and the Tax Fees shown above all
related to the preparation of our corporate tax returns.

Our audit committee approved the Audit Fees for fiscal 2005 and 2004, but
none of the other fees for 2005 and 2004. Our audit committee policies require
it to approve the fees and scope of work for all annual audits and quarterly
financial statement review.

-13-

PERFORMANCE GRAPH

The following graph provides a comparison for our past five fiscal years
(including a 6 month fiscal year ended June 30, 2001, after we changed our
fiscal year end) of cumulative total returns for our Common Stock, the Standard
and Poor's 600 Small Cap Stock Index and the Russell 2000 Index. We operate in a
specialty market niche. There are no reasonably identifiable publicly held
competitors that have traded for a period of five years and that directly
operate in all the same markets as we do. Therefore, our comparison is limited
to public issuers with similar market capitalization in the Russell 2000 Index.

The graph assumes an investment of $100 on January 1, 2001 in Superior, the
stocks comprising the Standard & Poor's 600 Small Cap Stock Index and the stocks
comprising the Russell 2000 Index, and also assumes reinvestment of all
dividends.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN BETWEEN SUPERIOR GALLERIES,
INC., THE S&P 600 SMALL CAP INDEX AND THE RUSSELL 2000 INDEX

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL]

January 1, 2001 June 30, 2001 June 30, 2002 June 30, 2003 June 30, 2004 June 30, 2005

Superior Galleries $ 100 $ 100 $ 48 $ 30 $ 38 $ 61
Russell 2000 $ 100 $ 106 $ 96 $ 93 $ 122 $ 132
S&P Small Cap 600 $ 100 $ 101 $ 101 $ 97 $ 129 $ 145

-14-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 15, 2005, certain
information with respect to the beneficial ownership of our stock by (i) each of
our executive officers named in the summary compensation table above, (ii) each
of our directors, (iii) each person known to us to be the beneficial owner of
more than 5% of each class of our outstanding voting securities, and (iv) all of
our directors and executive officers as a group.

AMOUNT AND NATURE
OF BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP OF COMMON STOCK
OF BENEFICIAL OWNER TITLE OF CLASS COMMON STOCK(1) OUTSTANDING(1)
- -------------------------------------- ------------------------------- ----------------- ----------------

Silvano DiGenova(2) Common(3) 2,050,764 39.71%
Series B Preferred Stock 400,000 11.76%

Larry Abbott(2) Common - -

Paul Biberkraut(2) Common(6) 28,750 *

Anthony Friscia(2) Common - -

Lee Ittner(2) Common(7) 20,000 *

David Rector(2) Common(8) 10,000 *
Common (4) 4,350,806 51.67%

Stanford International Bank Limited Series B Preferred Stock 3,000,000 88.24%
6075 Poplar Avenue Series D Preferred Stock 2,000,000 100.00%
Memphis, TN 38119 Series E Preferred Stock 2,500,000 100.00%

All Executive Officers and Directors Common(3) (5) 2,109,514 40.46%
as a Group (6 persons) Series B Preferred Stock 400,000 11.76%

- --------------------
* less than one percent

(1) Based upon information furnished to us by the directors and executive
officers or obtained from our stock transfer books showing 4,819,942 shares
of common stock outstanding as of September 15, 2005. We are informed that
these persons hold the sole voting and dispositive power with respect to
the common stock except as noted herein. For purposes of computing
"beneficial ownership" and the percentage of outstanding common stock held
by each person or group of persons named above as of September 15, 2005,
any security which such person or group of persons has the right to acquire
within 60 days after such date is deemed to be outstanding for the purpose
of computing beneficial ownership and the percentage ownership of such
person or persons, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.
(2) The address for Messrs. DiGenova, Abbott, Biberkraut, Friscia, Ittner and
Rector is 9478 West Olympic Blvd., Beverly Hills, California 90212
(3) Includes 142,500 shares of common stock issuable upon the exercise of
options and warrants, 202,330 shares of common stock issuable upon the
conversion of Series B Preferred Stock, all of which were convertible
within 60 days of the date of this table, and 1,000 shares held by Mr.
DiGenova's minor children, over which Mr. DiGenova exercises voting
control.

-15-

(4) Includes 1,517,472 shares of common stock issuable upon the conversion of
Series B Preferred Stock, 1,666,667 shares of common stock issuable upon
the conversion of Series D Preferred Stock, and 416,667 shares of common
stock issuable upon the conversion of Series E Preferred Stock all of which
are currently convertible within the next 60 days.
(5) Includes 10,000 shares of common stock owned by Lee Ittner, 28,750 shares
of common stock issuable upon the exercise of options held by Paul
Biberkraut and 10,000 shares each of common stock issuable upon the
exercise of options held by Lee Ittner and David Rector, all of which were
exercisable within 60 days of the date of this table.

-16-

EXECUTIVE COMPENSATION

The summary compensation table below shows certain compensation information
for services rendered in all capacities to us by our chief executive officer and
by each other executive officer whose total annual salary and bonus exceeded
$100,000 during the fiscal years ended June 30, 2005, 2004 and 2003. Other than
as set forth below, no executive officer's total annual salary and bonus
exceeded $100,000 during our last fiscal year.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ---------------------- ----------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------------------- ------ ---------- ---------- ------------ ---------- ----------- ------- ------------

Silvano DiGenova, 2005 $ 403,845 $ -0- $ -0- -0- 10,000 -0- $ 3,733(4)
Chairman of the 2004 $ 375,000 $ 37,500 -0- -0- 10,000 -0- -0-
Board, Chief 2003 $ 350,000 -0- -0- -0- -0- -0- -0-
Executive Officer
and President

Paul Biberkraut, 2005 $ 152,884 $ 38,212 -0- -0- 10,000 -0- $ 3,115(4)
Chief Financial 2004 $ 127,500 $ 30,000 -0- -0- 60,000 -0- -0-
Officer, Executive 2003 $ 61,585 -0- -0- -0- -0- -0- -0-
Vice President and
Secretary

J. Michael Wolfe, 2005 $ 200,000 -0- -0- -0- 100,000 -0- -0-
Chief Operation 2004 n/a n/a n/a n/a n/a n/a n/a
Officer and 2003 n/a n/a n/a n/a n/a n/a n/a
Executive Vice
President(1)

Stephen Deeds, 2005 n/a n/a n/a n/a n/a n/a n/a
Executive Vice 2004 n/a n/a n/a n/a n/a n/a n/a
President(2) 2003 $ 215,625 -0- $115,436(3) -0- -0- -0- -0-

- ----------

(1) Mr. Wolfe was an officer of our company from July 6, 2004 until June 1,
2005. On June 1, 2005, Mr. Wolfe became our vice president of marketing and
business development and resigned from this position on June 30, 2005.
(2) Mr. Deeds resigned as an officer of our company effective June 30, 2003 and
on July 1, 2003 we entered into an independent contractor agreement with
Stephen Deeds, Inc., a company controlled by Mr. Deeds, to provide certain
consulting services. The agreement to provide consulting services was
terminated in February 2004.
(3) Consists of sales commissions.
(4) Consist of matching contributions to 401(k) plan administered by
Administaff under our co-employment agreement.

-17-

STOCK OPTIONS GRANTED TO EXECUTIVE OFFICERS DURING FISCAL 2005

The following table summarizes options to purchase shares of our common
stock that we granted during the fiscal year ended June 30, 2005 to each of the
executive officers identified in the summary compensation table above. We have
never granted any stock appreciation rights.

NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED (#) FISCAL YEAR (%) PRICE(S) ($/SHARE) DATE(S)
- ------------------------ ------------ ---------------- ------------------- ------------

Silvano DiGenova 10,000 3.03% $2.20 June 2010
Paul Biberkraut 10,000 3.03% $2.00 June 2010
J. Michael Wolfe 100,000 30.30% $2.00 June 2006

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table summarizes exercises of stock options during the fiscal
year ended June 30, 2005 by each of the executive officers named in the summary
compensation table above and the year-end value of unexercised options for these
executive officers.

NUMBER OF
UNEXERCISED SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED REALIZED AT FISCAL YEAR END AT FISCAL YEAR END
NAME ON EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------ ----------- ----------- ------------------------- --------------------------

Silvano DiGenova 0 N/A 47,500/0 $32,325/$0
Paul Biberkraut 10,000 33,145 28,750/31,250 $57,625/$72,625
J. Michael Wolfe 0 N/A 0/100,000 $0/$100,000

LONG-TERM INCENTIVE PLAN AWARDS

In fiscal 2005, no awards were given to the executive officers named in the
summary compensation table under long-term incentive plans.

DIRECTORS' COMPENSATION

Each of our non-employee directors currently receive cash compensation in
the amount of $6,000 per year for service on our board of directors and all
directors are reimbursed for certain expenses in connection with attendance at
board meetings. Committee chairpersons receive an additional $3,000 per year. At
the discretion of our board of directors, directors may be granted stock
options. During the fiscal year ended June 30, 2005, our five directors were
each granted options to purchase 10,000 shares of our common stock at an
exercise prices ranging from of $1.25 to $2.20 per share. These options fully
vested on June 30, 2005 and are exercisable for a period of five years after
vesting or for one month, if vested, following the termination or resignation of
the director from the board.

REPRICING OF OPTIONS

No adjustments to, or repricing of, stock options previously awarded to the
executive officers named in the summary compensation table above occurred in
fiscal 2005.

-18-

EMPLOYMENT AGREEMENTS

On June 15, 2001, we entered into an employment agreement with Silvano
DiGenova under which we agreed to pay an annual salary of $375,000 and bonus
arrangements based on a sliding scale of 5% to 50% of base salary based on a
corresponding fiscal year pre-tax income (as defined) of our company from
$250,000 to $4,000,000. This agreement terminated on March 31, 2005. However,
the board of directors and Mr. DiGenova verbally agreed to continue to abide by
the agreement until a new agreement is agreed to and ratified by the board of
directors.

On December 27, 2002 we entered into an employment agreement with our Chief
Financial Officer, Paul Biberkraut, under which we agreed to pay an annual
salary of $120,000 and bonus arrangements of up to 50% of base salary based on
personal and Company performance. Effective April 1, 2004, Mr. Biberkraut's
agreement was modified to increase his annual base salary to $150,000 and reduce
the maximum bonus as a percentage of base salary to 30%. This agreement expires
on December 27, 2005.

On June 1, 2005 we entered into an employment agreement with our Chief
Sales Officer, Larry Abbott, under which we agreed to pay an annual salary of
$200,000 and bonus arrangements of up to 150% of base salary based on Company
performance. This agreement expires on June 1, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No director or executive officer of the Company is known by the Company to
serve as an officer, director or member of a compensation committee of any other
entity for which an executive officer or director thereof is also a member of
the Company's Board.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This report is provided by the compensation committee of our board of
directors to assist stockholders in understanding our objectives, policies and
procedures in establishing our executive compensation structure and system. The
compensation committee is responsible for reviewing and approving base salaries,
bonuses and incentive awards for all executive officers, and oversees our stock
incentive plan. The committee is comprised of three non-employee directors who
have no interlocking relationships as defined by the Securities and Exchange
Commission.

o Our compensation philosophy and policy is based on the following
objectives:

o To align executive compensation with our business strategy and
performance.

o To provide an executive compensation structure and system that is
competitive with other companies within our industry and of similar
size.

o To attract, retain and motivate qualified executives critical to our
success.

o To align our financial results and the compensation paid to our
executive officers with the enhancement of stockholder value.

Our compensation programs consist of base salary, an annual incentive
bonus, and the award of stock options and other equity-based incentives. Base
salary is targeted to recognize each executive officer's unique value and
historical contributions to our success in light of industry salary norms. The
compensation committee reviews the compensation of the chief executive officer,
and with the chief executive officer, the base compensation of all other
executive officers, on an annual basis to assure that a competitive position is
maintained.

-19-

Any annual incentive or bonus is based upon a comparison of actual
performance against pre-established quantitative and qualitative performance
objectives derived from our business plan and operating budgets, which may
include company, operating division and individual components. Our CEO's annual
incentive bonus is based entirely on the achievement of specified profitability
goals. Since we were not profitable this year, our CEO will receive no incentive
bonus. The incentive bonuses for our other executive officers are based on a
combination of company profitability, sales levels, and/or qualitative factors.
Our policy is not to disclose target levels with respect to specific
quantitative or qualitative performance-related factors or factors considered to
involve confidential business information, because their disclosure would have
an adverse effect on our company.

To further align the financial interests of our executive officers with
those of our company and its stockholders, our long-range executive incentive
programs are primarily equity-based and provide the opportunity for our
executive officers to earn stock options and consequently benefit, along with
all stockholders, from performance-driven increases in share value. The
compensation committee and/or the board of directors act as the manager of our
option plans and perform functions that include selecting option recipients,
determining the timing of option grant and whether options are incentive or
non-qualified, and assigning the number of shares subject to each option, fixing
the time and manner in which options are exercisable, setting option exercise
prices and vesting and expiration dates, and from time to time adopting rules
and regulations for carrying out the purposes of our plans.

The compensation committee continues to monitor and evaluate our executive
compensation system and its application throughout our organization to assure
that it continues to reflect our compensation philosophy and objectives.

Respectfully submitted,

Compensation Committee
Superior Galleries, Inc.
David Rector, Chairman
Lee Ittner
Anthony Friscia

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 31, 2003, we entered into a consulting agreement with Stanford
Group Company, an affiliate of our principal stockholder, Stanford International
Bank Limited to provide financial and advisory services to us for a three year
period commencing on April 1, 2003. The annual fee for such services is $60,000
and is payable on a quarterly basis. These fees are comparable to or lower than
those that would be charged to us by an unrelated third party.

On October 13, 2003, we executed a Commercial Loan and Security Agreement
("Commercial LOC") with Stanford Financial Group Company, an affiliate of our
principal stockholder, Stanford International Bank Limited, to provide us with a
$7.5 million line of credit for purposes of financing our inventory, auction
advances and inventory loans to other rare coin dealers and collectors. On March
31, 2005, the lending limit on the Commercial LOC was increased to $10 million.
The Commercial LOC bears interest at the prime-lending rate (6.00% at June 30,
2005) and is secured by substantially all of our assets.

On March 31, 2005, we issued 2,500,000 shares of newly created Series E
Preferred Stock for a purchase price of $2,500,000 pursuant to a stock purchase
agreement with Stanford International Bank Limited, our principal stockholder.
On that date the purchase price of $2,500,000 was paid by the conversion and
cancellation of $2,500,000 of indebtedness under our Commercial LOC with

-20-

Stanford Financial Group Company, an affiliate of SIBL. The Series E Preferred
Stock is convertible into common shares at any time at the option of SIBL at a
conversion rate of six shares of Series E Preferred Stock into one common share
subject to certain anti-dilution adjustments. The holders of Series E Preferred
Stock are entitled to vote on all matters requiring a vote of the shareholders
and are entitled to the number of votes equal to the number of common shares
into which the Series E Preferred Stock is convertible.

On May 18, 2005 we entered into a Primary Supplier Agreement with Stanford
Coins & Bullion, Inc. ("Stanford C &B"), which is an affiliate of our principal
shareholder, Stanford International Bank Limited. Under this arrangement, which
has a term of six months commencing June 1, 2005, Stanford C&B is required to
provide us with a preferential right to source coins on a wholesale basis for
that company. Stanford C&B will pay a flat 7% over our bid for all rare coins
and 3.5% over our bid for all generic coins. We will provide marketing services
for Stanford C&B, including providing information on possible sales leads and
making our inventory of coins available on Stanford C&B's web site. For Stanford
C&B's customers that sell coins through our auctions, we will pay Stanford C&B a
fee of 6%, and will pay their sales person a commission of 2%. During year
ending June 30, 2005 Stanford C&B purchased $1,576,000 of rare coins from us.
Most of these purchases occurred prior to the effective date of the Primary
Supplier Agreement.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Superior Galleries stockholders who want to communicate with the Board or
any individual director can write to: Mr. Paul Biberkraut, Corporate Secretary,
Superior Galleries, Inc., 9478 West Olympic Boulevard, Beverly Hills, California
90212.

Your letter should indicate that you are a Superior Galleries stockholder.
Depending on the subject matter, management will:

o Forward the communication to the director or directors to whom it is
addressed;

o Attempt to handle the inquiry directly, for example where it is a
request for information or it is a stock-related matter; or

o Not forward the communication if it is primarily commercial in nature
or if it relates to an improper or irrelevant topic.

At each board meeting, a member of management presents a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the directors upon request.

POLICY WITH REGARD TO BOARD MEMBERS' ATTENDANCE AT ANNUAL MEETINGS

It is our policy that our directors are invited and encouraged to attend
all of our annual meetings. At the time of our 2004 annual meeting of
stockholders, we had five directors, of whom two were in attendance at this
meeting.

-21-

AVAILABLE INFORMATION

We are subject to the informational requirements of the Exchange Act and,
in accordance therewith, files, reports and other information with the
Commission relating to its business, financial statements and other matters.
Reports and information statements filed pursuant to the informational
requirements of the Exchange Act and other information filed with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Midwest Regional Offices at 500 West Madison
Street, Chicago, Illinois 60606 and Northeast Regional Office at 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
at prescribed rates from the Public Reference Section of the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. Such material may also be obtained electronically by visiting the
Commission's web site on the Internet at http://www.sec.gov. Quotations for our
Common Stock are available on the OTC Bulletin Board under the symbol "SPGR.OB."

SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals by stockholders that are intended for inclusion in our proxy
statement and proxy and to be presented at our next annual meeting must be
received by us by August 1, 2006 in order to be considered for inclusion in our
proxy materials. These proposals must be addressed to our Secretary and may be
included in next year's proxy materials if they comply with certain rules and
regulations of the Securities and Exchange Commission governing stockholder
proposals. If a stockholder fails to so notify us of any such proposal prior to
such date, management of Superior Galleries, Inc. will be allowed to use their
discretionary voting authority with respect to proxies held by management when
the proposal is raised at the annual meeting, without any discussion of the
matter in our proxy statement.

-22-

SUPERIOR GALLERIES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 29, 2005

The undersigned stockholder of Superior Galleries, Inc. ("Company") hereby
constitutes and appoints Silvano DiGenova and Paul Biberkraut, and either of
them individually, with the power to appoint his substitute, as attorney, agent
and proxy, to appear, attend and vote all of the shares of voting stock of any
class of the Company standing in the name of the undersigned on the record date
upon the proposals listed herein and in the discretion of the proxy holder on
such other business as may properly come before the meeting, at the 2005 annual
meeting of stockholders of the Company to be held at 8:00 a.m. local time, at
9478 West Olympic Boulevard, Beverly Hills, California 90212 on November 29,
2005, and at any adjournments and postponements thereof.

|X| Please mark your votes
as in this example.

FOR all nominees WITHHOLD
listed at right AUTHORITY to vote
(except as marked to for all nominees
the contrary below) listed at right NOMINEES:
Silvano DiGenova
1. ELECTION OF | | | | Paul Biberkraut
DIRECTORS: Anthony Friscia
Lee Ittner
David Rector

(INSTRUCTIONS: To withhold authority to vote
for any individual nominee, write the nominee's
name on the lines immediately below)

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

2. APPROVAL OF AMENDMENT TO OUR 2003 OMNIBUS STOCK OPTION PLAN: Approval of
the amendment to our 2003 Omnibus Stock Option Plan (the "2003 Plan") to
increase the number of shares of our common stock issuable under the 2003
Plan from 800,000 to 1,200,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS: Ratification of the
appointment of Singer Lewak Greenbaum & Goldstein LLP as our independent
certified public accountants to audit our financial statements for the year
ending June 30, 2006

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR Proposals 1 through 3.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE OR FAX BOTH PAGES TO STALT, INC. AT (650) 321-7113.

Dated:_______________________________________, 2005

Name:______________________________________________

Common Shares:_____________________________________

Series B Preferred Shares:_________________________

Series D Preferred Shares:_________________________

Series E Preferred Shares:_________________________

___________________________________________________
Signature

___________________________________________________
Signature (if jointly held)

Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.

-2-