U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPERIOR GALLERIES, INC. (Name of small business issuer in its charter) DELAWARE 35-2208007 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5094 (Primary Standard Industrial Classification No.) 9478 WEST OLYMPIC BOULEVARD, BEVERLY HILLS, CALIFORNIA 90212 (310) 203-9855 (Address and telephone number of Registrant's principal executive offices and principal place of business) ------------------------- JOHN BENSON INTERIM CHIEF FINANCIAL OFFICER SUPERIOR GALLERIES, INC. 9478 WEST OLYMPIC BOULEVARD BEVERLY HILLS, CALIFORNIA 90212 (310) 203-9855 (Name, Address and Telephone Number of Agent for Service) ------------------------- COPIES TO: THOMAS G. BROCKINGTON, ESQ. RUTAN & TUCKER, LLP 611 ANTON BOULEVARD, 14TH FLOOR COSTA MESA, CALIFORNIA 92626 (714) 641-5100 DEREGISTRATION OF SECURITIES In accordance with the registrant's undertaking set forth in the registration statement, effective as of the date and time that this post-effective amendment no. 1 is declared effective, the registrant hereby deregisters such shares of its common stock that were registered on the registration statement (333-118513) but were not sold under the registration statement. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and authorized this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, in the city of Beverly Hills, State of California, on May 25, 2007. SUPERIOR GALLERIES, INC. By: /S/ WILLIAM H. OYSTER ------------------------------- William H. Oyster Interim Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name Title Date /S/ WILLIAM H. OYSTER Interim Chief Executive Officer May 25, 2007 - ------------------------------ (principal executive officer) and Director William H. Oyster /S/ JOHN BENSON Interim Chief Financial Officer, May 25, 2007 - ------------------------------ Secretary (principal accounting officer) John Benson and Director /S/ SCOTT WILLIAMSON Interim Chief Operating Officer and May 25, 2007 - ------------------------------ Director Scott Williamson /S/ DAVID RECTOR Director May 25, 2007 - ------------------------------ David Rector /S/ MITCHELL STOLTZ Director May 25, 2007 - ------------------------------ Mitchell Stoltz