AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2007
REGISTRATION NO. 333-124196
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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SUPERIOR GALLERIES, INC.
(Name of small business issuer in its charter)
DELAWARE 5094 35-2208007
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification 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)
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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)
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COPIES TO:
THOMAS G. BROCKINGTON, ESQ.
RUTAN & TUCKER, LLP
611 ANTON BOULEVARD, 14TH FLOOR
COSTA MESA, CALIFORNIA 92626
(714) 641-5100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration becomes effective.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. |X|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. |__|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |__|
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 (333-124196) 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 SB-2 and authorized this Amendment No. 2
to registration statement to be signed on its behalf by the undersigned, in the
city of Beverly Hills, State of California, on June 5, 2007.
SUPERIOR GALLERIES, INC.
By: /S/ William H. Oyster
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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 June 5, 2007
- ------------------------------ (principal executive officer) and
William H. Oyster Director
/S/ John Benson Interim Chief Financial Officer, June 5, 2007
- ------------------------------ Secretary (principal accounting officer)
John Benson and Director
/S/ Scott Williamson Interim Chief Operating Officer and June 5, 2007
- ------------------------------ Director
Scott Williamson