U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
COMMISSION FILE NO. 0-14942
CUSIP NUMBER 74265M 10 6
FORM 12B-25
NOTIFICATION OF LATE FILING
Check box:
Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q |X| Form N-SAR [ ]
For Period Ended: March 31, 2006
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
SUPERIOR GALLERIES, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
9478 WEST OLYMPIC BLVD.
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City, State, Zip Code
BEVERLY HILLS, CALIFORNIA 90212
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PART II - RULES 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
THE REGISTRANT IS UNABLE TO FILE THE SUBJECT REPORT IN A TIMELY MANNER BECAUSE
THE REGISTRANT WAS NOT ABLE TO COMPLETE TIMELY ITS FINANCIAL STATEMENTS WITHOUT
UNREASONABLE EFFORT OR EXPENSE DUE TO THE ADDITIONAL TIME REQUIRED FOR THE
REGISTRANT TO RESOLVE ACCOUNTING ISSUES RELATED TO VALUATION OF INVENTORY. THE
REGISTRANT ANTICIPATES FILING THE SUBJECT REPORT NO LATER THAN THE FIFTH
CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
SILVANO DIGENOVA (310) 203-9855
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(Name) (Area Code) (Telephone No.)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
|X| Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|X| Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006, THE REGISTRANT ANTICIPATES
REPORTING NET SALES OF APPROXIMATELY $7,474,000, A DECREASE OF $3,474,000
COMPARED TO THE $10,948,000 REPORTED FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2005. THIS DECREASE IN NET SALES WAS PRIMARILY DUE TO A REFOCUSING OF THE
REGISTRANT'S MARKETING EFFORTS AWAY FROM THE DIRECT WHOLESALE AND RETAIL
CUSTOMERS AND TOWARD THE AUCTION MARKET FOR CONSIGNED COLLECTOR COINS HELD IN
PRIVATE PORTFOLIOS. THIS CHANGE WAS MADE TO MITIGATE A PERCEIVED WEAKENED MARKET
DEMAND FOR QUANTITY PURCHASES WHICH WAS CAUSED BY A RECENT DECREASE IN THE PRICE
OF GOLD, RISING INTEREST RATES AND NEW RECORD HIGHS SET IN THE STOCK MARKET. IT
ALSO WAS NECESSITATED BY LOWER LEVELS OF OWNED INVENTORY AVAILABLE FOR SALE,
WHICH RESULTED FROM THE LACK OF AVAILABILITY OF OPERATING CASH FLOW TO PURCHASE
THAT INVENTORY. THE REGISTRANT ANTICIPATES REPORTING THAT GROSS PROFITS
DECREASED TO AN AMOUNT FROM APPROXIMATELY $1,331,000 TO $1,631,000 FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2006, DOWN FROM $2,311,000 FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2005. THE DECLINE IN GROSS PROFITS WAS PRIMARILY DUE TO LOWER
SALES REVENUES AVAILABLE TO COVER INFRASTRUCTURE COSTS INCURRED TO SUPPORT
CURRENT AND ANTICIPATED FUTURE GROWTH, INVENTORY ADJUSTMENTS, HIGHER NET
INTEREST EXPENSES, AND COSTS INCURRED IN CONNECTION WITH THE PROPOSED MERGER
WITH DGSE. THE REGISTRANT ANTICIPATES A NET LOSS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2006 OF FROM APPROXIMATELY $814,000 TO APPROXIMATELY $1,114,000,
AS COMPARED TO A NET LOSS OF $104,000 OR $0.02 PER SHARE ON A BASIC AND DILUTED
BASIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005. THE PRESENT UNCERTAINTY
REGARDING EXPECTED GROSS PROFITS AND NET LOSSES FOR THE CURRENT QUARTER RESULTS
FROM UNCERTAINTY, AT THIS DATE, OF THE AMOUNT OF INVENTORY ADJUSTMENTS EXPECTED
TO BE MADE BY THE REGISTRANT.
SUPERIOR GALLERIES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: NOVEMBER 14, 2006 By: /S/ SILVANO DIGENOVA
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SILVANO DIGENOVA, ACTING CHIEF
FINANCIAL OFFICER
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.