Superior Galleries Inc · 10-Q · For 9/30/06

Filed On 11/22/06 3:37pm ET   ·   SEC File 0-27121   ·   Accession Number 1019687-6-2877

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      33    174K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 5: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q

(Mark One)                                                                      

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
EXCHANGE ACT OF 1934                                          

For the quarterly period ended September 30, 2006             

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
EXCHANGE ACT OF 1934                                          

For the transition period from _________ to _________         

Commission File No. 0-27121                                   

SUPERIOR GALLERIES, INC.
(Exact name of registrant as specified in Its charter)

          DELAWARE                                  35-2208007
(State or other jurisdiction of                     (IRS Employer 
     incorporation or organization)                 Identification Number)

9478 WEST OLYMPIC BLVD                             90212
(Address of principal executive offices)                  (Zip Code)      

(310) 203-9855
(Registrant's telephone number, including area code)

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
(None)

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001
(Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports); and (2) has been subject to such 
filing requirements for the past 90 days.                                       

Yes [X]     No [ ]

       Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).                                 

Yes [ ]     No [X]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).                                     

Yes [ ]     No [X]

   Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:                      

Title of each class of Common Stock        Outstanding as of November 6, 2006 
-----------------------------------        ---------------------------------- 
Common Stock, $0.001 par value                       4,808,280            

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                                                        [Enlarge/Download Table]
                                                                                                                 
                                                TABLE OF CONTENTS                                                

                                                                                                             Page
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                                          PART I - FINANCIAL INFORMATION                                         

Item 1.    Financial Statements.................................................................................3

           Balance Sheets at September 30, 2006 (Unaudited) and June 30, 2006...................................3

           Statements of Operations (Unaudited) for the three months ended September 30, 2006 and 2005..........5

           Statements of Cash Flows (Unaudited) for the three months ended September 30, 2006 and 2005..........6

           Notes to Interim Financial Statements (Unaudited) at September 30, 2006..............................7

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations...............18

Item 3.    Quantitative and Qualitative Disclosures About Market Risk..........................................29

Item 4.    Controls and Procedures.............................................................................29

                                           PART II - OTHER INFORMATION                                           

Item 1.    Legal Proceedings...................................................................................30

Item 1A.   Risk Factors    ....................................................................................30

Item 2.    Unregistered Sales Of Equity Securities and Use of Proceeds.........................................30

Item 3.    Defaults Upon Senior Securities.....................................................................30

Item 4.    Submission of Matters to a Vote of Security Holders.................................................30

Item 5.    Other Information...................................................................................31

Item 6.    Exhibits............................................................................................31

                                                     Page 2                                                      

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                                       PART I - FINANCIAL INFORMATION                                            

ITEM 1.       FINANCIAL STATEMENTS                                                                               

                                          SUPERIOR GALLERIES, INC.                                               
                                               BALANCE SHEETS                                                    
                                               (IN THOUSANDS)                                                    

                                                                            September 30,        June 30,        
                                                                                2006               2006          
                                                                             (Unaudited)                         
                                                                           --------------     --------------     
ASSETS                                                                                                           

CURRENT ASSETS                                                                                                   
  Cash                                                                     $        1,673     $        4,770     
  Accounts receivable, net of allowance for uncollectible                                                        
     accounts of $356 (Sept 2006) and $363 (June 2006)                              4,623              4,987     
  Auction and customer advances                                                     1,255              1,829     
  Inventories, net of reserve of $862 (Sept 2006) and $840 (June 2006)              4,833              7,592     
  Prepaid expense and other                                                           164                232     
                                                                           --------------     --------------     
Total current assets                                                               12,548             19,410     
                                                                           --------------     --------------     

LONG-TERM ASSETS                                                                                                 
  Property and equipment, net                                                         394                384     
                                                                           --------------     --------------     
Total long-term assets                                                                394                384     
                                                                           --------------     --------------     
  TOTAL ASSETS                                                             $       12,942     $       19,794     
                                                                           ==============     ==============     
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                             

CURRENT LIABILITIES                                                                                              
  Line of credit - related party                                           $       10,850     $       10,850     
  Accounts payable and accrued expenses                                             3,297              8,619     
  Notes payable to a related party                                                    200                200     
  Notes payable                                                                        --                650     
                                                                           --------------     --------------     
     Total current liabilities                                                     14,347             20,319     
                                                                           --------------     --------------     

LONG-TERM LIABILITIES                                                                                            

  Notes payable to a related party, net of current portion                            300                300     
                                                                           --------------     --------------     
     Total long-term liabilities                                                      300                300     
                                                                           --------------     --------------     
         TOTAL LIABILITIES                                                         14,647             20,619     
                                                                           ==============     ==============     

COMMITMENTS AND CONTINGENCIES                                                                                    

                      See accompanying notes to unaudited interim financial statements                           

                                                   Page 3                                                        

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                                            SUPERIOR GALLERIES, INC.                                             
                                           BALANCE SHEETS (CONTINUED)                                            
                                                 (IN THOUSANDS)                                                  

                                                                            September 30,          June 30,      
                                                                                2006                 2006        
                                                                             (Unaudited)                         
                                                                           ---------------      ---------------  
STOCKHOLDERS' DEFICIT                                                                                            
  Preferred stock, 1,975 shares undesignated,                                                                    
     none outstanding                                                                   --                   --  
  Series B convertible preferred stock, $1.00 par value,                                                         
     3,400 shares designated, 3,400 shares issued                                                                
     and outstanding with a liquidation preference of $3,400                         2,967                2,967  
  Series D convertible preferred stock, $1.00 par value, 2,000 shares                                            
     designated, 2,000 shares issued and                                                                         
     outstanding with a liquidation preference of $2,000                             1,931                1,931  
   Series E convertible preferred stock, $1.00 par value, 2,500 shares                                           
     designated, 2,500 shares issued and                                                                         
     outstanding with a liquidation preference of $2,500                             2,488                2,488  
  Common stock, $0.001 par value, 20,000 shares authorized; 4,808 and                                            
     4,808 shares issued and outstanding as of September 30, 2006 and                                            
     June 30, 2006, respectively                                                         5                    5  
  Additional paid in capital                                                         8,846                8,788  
  Accumulated deficit                                                              (17,942)             (17,004) 
                                                                           ---------------      ---------------  
     Total stockholders' deficit                                                    (1,705)                (825) 
                                                                           ---------------      ---------------  
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $        12,942      $        19,794  
                                                                           ===============      ===============  

                        See accompanying notes to unaudited interim financial statements                         

                                                     Page 4                                                      

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                                SUPERIOR GALLERIES, INC.                                                         
                                STATEMENTS OF OPERATIONS                                                         
                                      (Unaudited)                                                                
                         (In thousands, except per share data)                                                   

                                                          Three Months Ended                                     
                                                 --------------------------------------                          
                                                   September 30,        September 30,                            
                                                       2006                  2005                                
                                                 ----------------      ----------------                          

Net sales                                        $          7,474      $         10,948                          
Commission income                                           1,086                   705                          
                                                 ----------------      ----------------                          
TOTAL REVENUE                                               8,560                11,653                          

COST OF REVENUE                                             7,054                 9,342                          
                                                 ----------------      ----------------                          

GROSS PROFIT                                                1,506                 2,311                          

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                2,261                 2,301                          
                                                 ----------------      ----------------                          
Income (loss) from operations                                (755)                   10                          
                                                 ----------------      ----------------                          

OTHER INCOME (EXPENSE)                                                                                           
   Interest income                                             92                   113                          
   Interest expense                                          (276)                 (227)                         
                                                 ----------------      ----------------                          
     Total other income (expense)                            (184)                 (114)                         
                                                 ----------------      ----------------                          

LOSS BEFORE PROVISION FOR INCOME TAXES                       (939)                 (104)                         

PROVISIONS FOR INCOME TAXES                                    --                     1                          
                                                 ----------------      ----------------                          

NET LOSS                                         $           (939)     $           (105)                         
                                                 ================      ================                          
NET LOSS PER COMMON SHARE:                                                                                       
    from net loss, basic                         $          (0.20)     $          (0.02)                         
                                                 ================      ================                          
    from net loss, fully diluted                 $          (0.20)     $          (0.02)                         
                                                 ================      ================                          

WEIGHTED AVERAGE NUMBER OF COMMON                                                                                
   SHARES OUTSTANDING                                                                                            
   Basic                                                    4,808                 4,820                          
                                                 ================      ================                          
   Fully diluted                                            4,808                 4,820                          
                                                 ================      ================                          

            See accompanying notes to unaudited interim financial statements                                     

                                        Page 5                                                                   

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                                          SUPERIOR GALLERIES, INC.                                               
                                          STATEMENTS OF CASH FLOWS                                               
                                                 (UNAUDITED)                                                     
                                               (In thousands)                                                    

                                                                                 Three Months Ended              
                                                                        ------------------------------------     
                                                                          September 30,       September 30,      
                                                                              2006                2005           
                                                                        ---------------      ---------------     

CASH FLOWS FROM OPERATING ACTIVITIES                                                                             
Net loss                                                                $          (939)     $          (105)    
Adjustments to reconcile net loss to net cash used in operating                                                  
   activities:                                                                                                   
     Depreciation and amortization                                                   47                   28     
     Fair value of common stock options granted                                      49                  102     
     Fair value of common stock issued for services                                  10                   --     
     Provision for doubtful accounts receivable                                      (7)                  33     
     Provision for inventory reserve                                                 22                   --     
Increase (decrease) in cash from changes in assets and liabilities:                                              
     Accounts receivable                                                            371               (1,970)    
     Auction and customer advances                                                  574                1,775     
     Inventories, net of adjustment of $262 (Sept. 2006) and $17                                                 
        (Sept. 2005)                                                              2,737                 (513)    
     Prepaid expenses and other                                                      68                  (25)    
     Accounts payable and accrued expenses                                       (5,322)               2,328     
                                                                        ---------------      ---------------     

Net cash provided by (used in) operating activities                              (2,390)               1,652     
                                                                        ---------------      ---------------     

CASH FLOWS FROM INVESTING ACTIVITIES                                                                             
   Purchases of property and equipment                                              (57)                  (5)    
                                                                        ---------------      ---------------     

Net cash used in investing activities                                               (57)                  (5)    
                                                                        ---------------      ---------------     

CASH FLOWS FROM FINANCING ACTIVITIES                                                                             
   Borrowings under related party line of credit                                     --                3,000     
   Repayments under related party line of credit                                     --               (4,250)    
   Repayments under related party debt                                               --                  (50)    
   Repayments under notes payable                                                  (650)                  --     
   Payments under Series A preferred stock redemption                                --                  (69)    
                                                                        ---------------      ---------------     

Net cash used in financing activities                                              (650)              (1,369)    
                                                                        ---------------      ---------------     

Net increase (decrease) in cash and equivalents                                  (3,097)                 278     

Cash and cash equivalents, beginning of period                                    4,770                  417     
                                                                        ---------------      ---------------     

Cash and cash equivalents, end of period                                $         1,673      $           695     
                                                                        ===============      ===============     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                 
   Cash paid during the period for:                                                                              
     Interest                                                           $           276      $           227     
                                                                        ===============      ===============     
     Income taxes                                                       $             0      $             1     
                                                                        ===============      ===============     

                      See accompanying notes to unaudited interim financial statements                           

                                                   Page 6                                                        

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
 (UNAUDITED)

1.       BASIS OF PRESENTATION AND ACCOUNTING POLICIES                          

     UNAUDITED INTERIM FINANCIAL INFORMATION. The accompanying unaudited
        interim financial statements have been prepared in accordance with the
         rules and regulations of the Securities and Exchange Commission for the
       presentation of interim financial information, but do not include all
 the information and footnotes required by accounting principles
       generally accepted in the United States of America. The balance sheet
 as of June 30, 2006 has been derived from the audited financial
         statements of Superior Galleries, Inc. ("Superior" or the "Company") at
that date.                                                    

        In the opinion of management, all adjustments considered necessary for
   a fair presentation have been included. Operating results for the
 three-month period ended September 30, 2006 are not necessarily
         indicative of the results that may be expected for the year ending June
      30, 2007. For further information, refer to the financial statements
    for the year ended June 30, 2006 contained in Superior's financial
statements included in its Annual Report on Form 10-K filed on
September 28, 2006.                                           

CASH AND CASH EQUIVALENTS                                     

   The Company considers all highly liquid investments with original
maturities of three months or less when purchased to be cash  
   equivalents. The Company places its cash with high credit quality
  institutions. The Federal Deposit Insurance Corporation ("FDIC")
         insures cash accounts at each institution for up to $100,000. From time
  to time, the Company maintains cash in excess of the FDIC limit.

ACCOUNTS RECEIVABLE                                           

     The Company evaluates specific accounts receivable balances when it
         becomes aware of a situation where a client may not be able to meet its
  financial obligations to the Company, as indicated by delinquent
      payments. The amount of the required allowance is based on the facts
        available to the Company and is reevaluated and adjusted as additional
    information is available, including its right to offset debts with
     accounts payable balances and the proceeds from consigned inventory
      sales. Allowances are also established for probable loss inherent in
       the remainder of the accounts receivable based on a factor of 0.1% of
total gross sales.                                            

INVENTORIES                                                   

       Inventories consisting of rare coins, bullion and second-hand jewelry
         are stated (on a specific identification basis) at the lower of cost or
      fair market value. As of September 30, 2006, the Company's inventory
       had a fair market reserve of $862,000, set primarily against ungraded
coins and coins held over one year.                           

PROPERTY AND EQUIPMENT                                        

  Property and equipment are stated at cost and are depreciated or
   amortized (as applicable) using the straight-line method over the
         estimated useful lives of the related assets, ranging from two to seven
    years. Maintenance and repairs are charged to expense as incurred.
      Significant renewals and betterments are capitalized. At the time of
         retirement or other disposition of property and equipment, the cost and
         accumulated depreciation and amortization are removed from the accounts
and any resulting gain or loss is reflected in operations.    

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

1.       BASIS OF PRESENTATION AND ACCOUNTING POLICIES (CONTINUED)              

PROPERTY AND EQUIPMENT (CONTINUED)                            

      The Company assesses the recoverability of property and equipment by
       determining whether the depreciation and amortization of property and
      equipment over its remaining life can be recovered through projected
       un-discounted future cash flows. The amount of property and equipment
       impairment, if any, is measured based on fair value and is charged to
        operations in the period in which property and equipment impairment is
    determined by management. At September 30, 2006 and June 30, 2006,
   management of the Company has not identified any impaired assets.

USE OF ESTIMATES                                              

       The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent assets
  and liabilities at the date of the financial statements, and the
        reported amounts of revenues and expenses during the reported periods.
    Actual results could materially differ from those estimates. Areas
       where significant estimation is involved include, but are not limited
  to, the evaluation of the collectibility of accounts receivable,
   auction and customer advances, the realizability and valuation of
inventories, and valuation of stock-based compensation.       

REVENUE RECOGNITION                                           

       The Company generates revenue from wholesale and retail sales of rare
         coins, precious metals bullion and second-hand jewelry. The recognition
    of revenue varies for wholesale and retail transactions and is, in
        large part, dependent on the type of payment arrangements made between
    the parties. We recognize sales on an F.O.B. shipping point basis.

      The Company sells rare coins to other wholesalers/dealers within its
     industry on credit, generally for terms of 15 to 60 days, but in no
       event greater than one year. The Company grants credit to new dealers
         based on extensive credit evaluations and for existing dealers based on
       established business relationships and payment histories. The Company
        generally does not obtain collateral with which to secure its accounts
     receivable when the sale is made to a dealer. The Company maintains
         reserves for potential credit losses based on an evaluation of specific
       receivables and the Company's historical experience related to credit
    losses. As of September 30, 2006 and June 30, 2006, management has
      established an accounts receivable reserve of $356,000 and $363,000,
respectively.                                                 

      Revenues for monetary transactions (i.e., cash and receivables) with
       dealers are recognized when the merchandise is shipped to the related
dealer.                                                       

  The Company also sells rare coins to retail customers on credit,
        generally for terms of 30 to 60 days, but in no event greater than one
        year. The Company grants credit to retail customers based on extensive
credit evaluations and for existing retail customers based on 
         established business relationships and payment histories. When a retail
         customer is granted credit, the Company generally collects a payment of
25% of the sales price, establishes a payment schedule for the
       remaining balance and holds the merchandise as collateral as security
   against the customer's receivable until all amounts due under the
      credit arrangement are paid in full. If the customer defaults in the

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

1.       BASIS OF PRESENTATION AND ACCOUNTING POLICIES (CONTINUED)              

REVENUE RECOGNITION (CONTINUED)                               

        payment of any amount when due, the Company may declare the customer's
   obligation in default, liquidate the collateral in a commercially
   reasonable manner using such proceeds to extinguish the remaining
       balance and disburse any amount in excess of the remaining balance to
the customer.                                                 

 Under this retail arrangement, revenues are recognized when the
  customer agrees to the terms of the credit and makes the initial
      payment. The Company's has a limited-in-duration money back guaranty
policies (as discussed below).                                

         In limited circumstances, the Company exchanges merchandise for similar
        merchandise and/or monetary consideration with both dealers and retail
        customers, for which the Company recognizes revenue in accordance with
  APB No. 29, "Accounting for Non-monetary Transactions." When the
       Company exchanges merchandise for similar merchandise and there is no
        monetary component to the exchange, the Company does not recognize any
         revenue. Instead, the basis of the merchandise relinquished becomes the
     basis of the merchandise received, less any indicated impairment of
   value of the merchandise relinquished. When the Company exchanges
       merchandise for similar merchandise and there is a monetary component
  to the exchange, the Company recognizes revenue to the extent of
       monetary assets received and determines the cost of sale based on the
       ratio of monetary assets received to monetary and non-monetary assets
received multiplied by the cost of the assets surrendered.    

    The Company has a return policy (money-back guarantee). The policy
        covers retail transactions involving graded rare coins only. Customers
        may return graded rare coins purchased within 7 days of the receipt of
         the rare coins for a full refund as long as the rare coins are returned
      in exactly the same condition as they were delivered. In the case of
         rare coin sales on account, customers may cancel the sale within 7 days
     of making a commitment to purchase the rare coins. The receipt of a
   deposit and a signed purchase order evidences the commitment. Any
         customer may return a coin if they can demonstrate that the coin is not
       authentic, or there was an error in the description of a graded coin.

        Revenues from the sale of consigned goods are recognized as commission
  income on such sale if the Company is acting as an agent for the
      consignor. If in the process of selling consigned goods, the Company
        makes an irrevocable payment to a consignor for the full amount due on
        the consignment and the corresponding receivable from the buyer(s) has
     not been collected by the Company at that payment date, the Company
  records that payment as a purchase and the sale of the consigned
good(s) to the buyer as revenue as the Company has assumed all
collection risk.                                              

  The Company's auction businesses generate revenue in the form of
    commissions charged to buyers and sellers of auction lots. Auction
    commissions include buyers' commissions, sellers' commissions, and
        buyback commissions, each of which is calculated based on a percentage
of the hammer price.                                          

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

1.       BASIS OF PRESENTATION AND ACCOUNTING POLICIES (CONTINUED)              

REVENUE RECOGNITION (CONTINUED)                               

       Buyers' and sellers' commissions are recognized upon the confirmation
        of the identification of the winning bidders. Funds charged to winning
bidders include the hammer price plus the commission. Only the
         commission portion of the funds received by winning bidders is recorded
as revenue.                                                   

  Buyback commissions represent an agreed upon rate charged by the
     Company for goods entered in the auction and not sold. Goods remain
       unsold when an auction lot does not meet the consignor reserve, which
     is the minimum sales price as determined prior to auction, and when
     items sold at auction are returned subsequent to the winning bidder
         taking possession. Buyback commission is recognized along with sellers'
     commission or at the time an item is returned. Returns from winning
    bidders are very limited and primarily occur when a rare coin sold
    auction has an error in its description in which the winner bidder
relied upon to purchase the item.                             

STOCK BASED COMPENSATION                                      

      The Company has a stock based compensation plan ("2003 Omnibus Stock
Option Plan" or "2003 Plan") for the benefit of its employees,
  directors and outside consultants. The 2003 Plan was shareholder
 approved and permits the granting of up to 1,200,000 options to
purchase the Company's common stock.                          

      Effective with the Company's fiscal year that began on July 1, 2005,
 the Company adopted the accounting and disclosure provisions of
  Statement of Financial Accounting Standards ("SFAS") No. 123(R),
  "SHARE-BASED PAYMENTS." SFAS No.123(R) requires that the cost of
      share-based payment transactions (including those with employees and
    non-employees) be recognized in the financial statements. SFAS No.
    123(R) applies to all share-based payment transactions in which an
         entity acquires goods or services by issuing (or offering to issue) its
      shares, share options, or other equity instruments (except for those
         held by an ESOP) or by incurring liabilities (1) in amounts based (even
in part) on the price of the entity's shares or other equity  
     instruments, or (2) that require (or may require) settlement by the
  issuance of an entity's shares or other equity instruments. This
         statement is effective (1) for public companies qualifying as SEC small
 business issuers, as of the first interim period or fiscal year
        beginning after March 15, 2005, or (2) for all other public companies,
        as of the first interim period or fiscal year beginning after June 15,
      2005, or (3) for all nonpublic entities, as of the first fiscal year
beginning after March 15, 2005.                               

      Currently the Company uses the Black-Scholes option pricing model to
       estimate the fair value of stock options granted to employees for its
  adoption of SFAS No. 123(R). The fair value of stock options was
     estimated at the date of grant using a Black-Scholes option pricing
        model with the following range of assumptions for 2007, 2006 and 2005.
      No options have been granted during the first three months of fiscal
2007.                                                         

                                                                [Download Table]
                                                                              
                               2007              2006               2005      
                         ---------------  -----------------  -----------------
Risk free interest rate          -            3.8 - 5.1%         2.6 - 3.7%   
Dividends                        -                -                  -        
Volatility factor                -               246%            250 - 275%   
Expected life                    -           1 - 4 years        1 - 4 years   

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

1.       BASIS OF PRESENTATION AND ACCOUNTING POLICIES (CONTINUED)              

SEGMENT REPORTING                                             

   The Company adopted SFAS No. 131 ("SFAS 131"), "Disclosures about
         Segments of an Enterprise and Related Information," during fiscal 1999.
         SFAS 131 establishes standards for the way that public companies report
    information about operating segments and related disclosures about
       products and services, geographic areas and major customers in annual
        financial statements. The Company views its operations and manages its
business as one segment, collectibles.                        

COMPREHENSIVE INCOME                                          

       Effective January 1, 1998, the Company adopted Statement of Financial
       Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
        130"). SFAS 130 established new rules for the reporting and display of
comprehensive income and its components in a full set of      
       general-purpose financial statements. The adoption of SFAS 130 had no
      effect on the accompanying financial statements, because the Company
        had and continues to have no other components of comprehensive income.

2.       DESCRIPTION OF BUSINESS                                                

     Superior is primarily a wholesaler, retailer and auctioneer of rare
         coins, bullion and second-hand jewelry. The Company is based in Beverly
Hills, California.                                            

3.       INVENTORIES                                                            

  Inventory totaling $122,000 and $1,327,000 of owned coins was on
         consignment with third parties at September 30, 2006 and June 30, 2006,
     respectively. The balance of inventory was located in the Company's
         vault, at trade shows or at grading services. As of September 30, 2006,
  management reserved $862,000 against the gross inventory cost to
   reflect its analysis of the fair market of each inventory item as
       determined by third party industry sources such as the Certified Coin
        Exchange, offers received from customers on specific coins or publicly
documented auction results for similar coins.                 

        The Company, from time to time, enters into informal partnerships with
        third parties who are either vendors or customers for the purchase and
         sale of specific rare coins. These arrangements include joint ownership
        of the rare coin and equal participation in profit or loss on specific
         transactions adjusted for agreed upon expenses and interest costs. When
   the rare coins are purchased the Company records its proportional
         ownership as inventory and upon the sale of the rare coins, the Company
      records its proportional sale and profit or loss. In most instances,
      the Company elects to buy-out the partnership interest in rare coins
       prior to its sale and the recording of a proportional sale and profit
         or loss are no longer applicable. At any given time, the Company may be
     involved in a few of these agreements. The following table provides
         information regarding the Company's lower of cost or market reserve for
inventory as of the dates indicated:                          

                                                                [Download Table]
                                        SEPTEMBER 30, 2006        JUNE 30, 2006  
                                        ------------------      -----------------
                                                      (IN THOUSANDS)             
                                                                                 
INVENTORY                               $           5,695       $          8,431 
  Less Lower of Cost or Market Reserve               (862)                  (840)
                                        ------------------      -----------------
NET INVENTORY                           $           4,833       $          7,591 
                                        ==================      =================

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

4.       AUCTION AND CUSTOMER ADVANCES                                          

        Superior has established two short-term lending programs consisting of
       (i) advancing consignment customers cash based on consigned inventory
    acquired for upcoming auctions, and, (ii) advancing customers cash
based on the customer's assigning specific rare coins in their
         inventory to Superior as collateral. Superior can advance a customer up
      to 70% of consigned, or assigned, rare coin(s)' wholesale value. For
     auction advances, Superior will advance cash to a customer and take
     control of the inventory to be held on consignment for auction. The
   customer will sign a note receivable for the funds advanced to be
         secured by the consigned inventory. As consigned inventory is sold, the
       proceeds will be collected, repaying Superior for the auction advance
       and any auction fees, with the remaining amount due to the consignor.
  For customer inventory advances, Superior will advance cash to a
        customer and take control of the assigned inventory. The customer will
    sign a promissory note for the funds advanced to be secured by the
    assigned inventory. Auction and customer advances bear interest at
       rates between prime plus 6% and 14% based primarily on the customer's
     creditworthiness and the loan size. The average term of the loan is
         approximately three months and no individual loan will exceed one year.
        Customers may require minimum prices for their consigned coins, and if
    the coin has not sold by the loan maturity date, the customer must
         refinance the loan, repay the loan, or permit Superior to liquidate the
        coin. Superior will retain control of the assigned inventory until the
       customer repays the advance. Auction and customer advances consist of
the following:                                                

                                                                [Download Table]
                                     SEPTEMBER 30, 2006        JUNE 30, 2006  
                                     ------------------        ---------------
                                                    (in thousands)            
                                                                              
Auction advances                       $         1,058         $        1,386 
Customer inventory advances                        197                    443 
                                       ----------------        ---------------
                                       $         1,255         $        1,829 
                                       ================        ===============

5.       LINE OF CREDIT - RELATED PARTY                                         

 On October 13, 2003, we executed a Commercial Loan and Security
    Agreement ("Commercial LOC") with Stanford Financial Group Company
("SFG"), an affiliate of our principal stockholder, Stanford  
         International Bank Limited ("SIBL" or "Stanford"), to provide us with a
    $7,500,000 line of credit for purposes of financing our inventory,
     auction advances and inventory loans to other rare coin dealers and
         collectors. A portion of this indebtedness was assigned to SIBL, and on
         March 31, 2005, pursuant to SIBL's purchase of $2,500,000 of our Series
        E Preferred Stock, SIBL assumed, converted and cancelled $2,500,000 of
        this indebtedness under the Commercial LOC. The remaining indebtedness
       was subsequently assigned to SIBL, and further amended the Commercial
      LOC increasing the line of credit to $10,000,000. Effective July 21,
        2005 the Commercial LOC was renewed through October 1, 2006. On May 2,
      2006, SIBL further amended the Commercial LOC increasing the line of
       credit to $10,850,000 to reflect an additional advance made March 30,
       2006, to partially fund the repayment of a private line of credit. On
      September 5, 2006, the Commercial LOC was renewed through October 1,
2007. We are currently in compliance with all of the financial
         covenants contained in our Commercial LOC agreements or have waivers in
place through September 30, 2006 that cover variances and the 
       over-advances on collateral. The Commercial LOC bears interest at the
    prime-lending rate (8.25% at September 30, 2006) and is secured by
       substantially all of Superior's assets. As of September 30, 2006, the
       outstanding balance was $10,850,000 and there was no accrued interest
payable.                                                      

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

5.       LINE OF CREDIT - RELATED PARTY (CONTINUED)                             

       On November 21, 2006, the Company entered into an agreement with SIBL
         pursuant to which the outstanding balance on the Commercial LOC will be
      reduced by up to $2,408,481.81 through the transfer of rare coins to
SIBL . See Note 12, "Subsequent Events," below.               

6.       NOTE PAYABLE TO A RELATED PARTY                                        

On April 10, 2002 we executed a subordinated note payable for 
     $1,000,000 to our CEO, Silvano DiGenova, bearing interest at 9% per
         annum with quarterly installment payments of $150,000 plus interest. No
         principal payments had been made through February 2003. On February 14,
       2003, the terms of the note were modified to provide for repayment of
        principal in the amount of $50,000 per quarter commencing on September
         30, 2003 and for interest to be paid monthly. Effective January 1, 2006
     the interest rate was changed to 12%. During the three month period
 ended September 30, 2006 there were no principal repayments. At
   September 30, 2006, the balance due was $500,000 and there was no
    accrued interest payable. On October 4, 2006 there was a principal
payment of $100,000.                                          

7.       NOTES PAYABLE                                                          

     During October 2004 the Company executed three demand notes payable
     with a private lender totaling $650,000 bearing interest at 10% per
       annum secured by specific inventory. Interest was payable monthly. As
         of January 1, 2006 the interest rate was increased to 12% per annum. On
 August 3, 2006, the Company paid in full the three demand notes
      totaling $650,000. As of September 30, 2006, the outstanding balance
was zero and there was no accrued interest payable.           

8.       EQUITY                                                                 

STOCK OPTIONS                                                 

The Company's 2003 Omnibus Stock Option Plan ("2003 Plan") is 
  shareholder approved and permits the granting of up to 1,200,000
  options to purchase the Company's common stock to its employees,
         directors and outside consultants. Stock option awards are granted with
        an exercise price that is equal to or greater than the market price of
       the Company's common stock on the date of the grant. The options vest
         generally over a range of one to five years and expire five years after
        the final vesting date. As of September 30, 2006, 55,000 stock options
   had been exercised. Stock options under the 2003 Plan provide for
        accelerated vesting if there is a change in control (as defined by the
2003 Plan).                                                   

         The fair value of each stock option granted is estimated on the date of
       the grant using the Black-Scholes option pricing model and factors in
      an estimated forfeiture based on management assessment of historical
         employee termination experience. The Black-Scholes option pricing model
has assumptions for risk free interest rates, dividends, stock
         volatility and expected life of an option grant. The risk free interest
        rate is based the U.S. Treasury Bill rate with a maturity based on the
      expected life of the options and on the closest day to an individual
        stock option grant. Dividend rates are based on the Company's dividend
       history. The stock volatility factor is based on the past three years
         of market prices of the Company's common stock. The expected life of an
     option grant is based on its vesting period. The fair value of each
      option grant is recognized as compensation expense over the expected
life of the option on a straight line basis.                  

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

8.       EQUITY (CONTINUED)                                                     

STOCK OPTIONS (CONTINUED)                                     

         During the three-month period ended September 30, 2006, the Company did
    not grant to employees and directors any stock options to purchase
       common shares. During this period, 6,250 options vested and none were
forfeited or expired.                                         

        The following tables summarize information about stock options for the
periods shown:                                                

                                                        [Enlarge/Download Table]
                                                                                                  
                                             THREE MONTH PERIOD            THREE MONTH PERIOD     
                                                    ENDED                         ENDED           
             ALL OPTIONS                     SEPTEMBER 30, 2006            SEPTEMBER 30, 2005     
-------------------------------------  ----------------------------  -----------------------------
                                                        WEIGHTED                        WEIGHTED  
                                                        AVERAGE                         AVERAGE   
                                                        EXERCISE                        EXERCISE  
                                                         PRICE                           PRICE    
                                                       ----------                      ---------- 
Outstanding at beginning of period          568,600    $     2.49         636,000      $     2.41 
Options granted                                  --            --          50,000            2.80 
Options forfeited                                --            --         (76,667)           1.90 
Options expired                                  --            --              --              -- 
Options exercised                                --            --              --              -- 
Outstanding at end of period                568,600    $     2.49         609,333      $     2.51 
                                         ===========   ==========      ===========     ===========
Exercisable at end of period                332,850    $     2.41         205,333      $     2.65 
                                         ===========   ==========      ===========     ===========

                                             THREE MONTH PERIOD            THREE MONTH PERIOD     
                                                    ENDED                         ENDED           
         NON-VESTED OPTIONS                  SEPTEMBER 30, 2006            SEPTEMBER 30, 2005     
-------------------------------------  ----------------------------  -----------------------------
                                                        WEIGHTED                        WEIGHTED  
                                                        AVERAGE                         AVERAGE   
                                                        EXERCISE                        EXERCISE  
                                                         PRICE                           PRICE    
                                                       ----------                      ---------- 

Non-vested at beginning of period           242,000    $     2.55         464,000      $     2.28 
Options granted                                  --            --          50,000            2.80 
Options forfeited                                --            --         (76,667)           1.90 
Options expired                                  --            --              --              -- 
Options vested                               (6,250)          .30         (33,333)           2.00 
                                         ===========   ==========      ===========     ===========
Non-vested at end of period                 235,750    $     2.61         404,000      $     2.44 
                                         ===========   ==========      ===========     ===========

 The weighted average remaining contractual lives of the options
     outstanding and options exercisable at September 30, 2006, were 5.9
years and 5.1 years respectively.                             

         The Company recorded $49,000 of compensation expense for employee stock
     options during the three-month period ending September 30, 2006. At
  September 30, 2006 there was a total of $616,000 of unrecognized
   compensation costs related to non-vested share-based compensation
         arrangements under the 2003 Plan. The cost is expected to be recognized
      over a weighted average period of 2.4 years. The total fair value of
       6,250 shares vested during the three-month period ended September 30,
2006 was approximately $1,875.                                

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

9.       CONTINGENCIES                                                          

GUARANTEED LIQUIDITY AND BUY BACK                             

      The Company provides a two-way market, or Guaranteed Buy/Sell Spread
       (the "Guarantee") to its retail rare coin customers. Retail rare coin
        sales amounted to $1,622,000 and $4,414,000 for the three months ended
  September 30, 2006 and 2005, respectively. The policy grants the
         customer the opportunity to sell their coins back to the Company at the
     prevailing market "bid" price (below the current wholesale price in
  most cases). The Company determines the "bid" price based on the
        prevailing market price at which the Company believes it could readily
         liquidate the coin. The "bid" price may be substantially below what the
customer originally paid for the coin.                        

   The values of the rare coins sold to retail customers continually
      fluctuate. Furthermore, retail customers continually resell or trade
  coins purchased from the Company with third parties. Once retail
    customers resell the rare coins to third parties, the Guarantee is
      void. Lastly, the Company has had minimal historical experience with
         customers exercising the Guarantee. As a result, it is not possible for
       the Company to determine the potential repurchase obligation pursuant
    to the Guarantee that it may be subject to as a result of previous
sales of retail rare coins.                                   

LEGAL PROCEEDINGS                                             

      Superior Galleries, Inc. is being sued by Elaine and Dean Sanders in
connection with a loan made to them against 32 coins placed on
        consignment on June 26, 2004. Fourteen of the coins were sold, and the
        proceeds from this sale of approximately $186,750 were insufficient to
       repay the remaining loan balance of $359,471 that the Company made to
         the Sanders. The plaintiffs subsequently paid an additional $155,000 in
         December 2005 with respect to the loan, but now allege that the Company
         violated its agreement with them relating to the sale of the coins. The
         Company strongly denies that it violated the agreement or that it acted
       improperly in any way. The complaint was filed on June 6, 2006 in the
       U.S. District Court for Central California and seeks undefined dollar
         amounts, accrued interest and reimbursement of plaintiffs' legal costs.

    In April 2004 the Company sued its former Chief Financial Officer,
  Malingham Shrinivas, in Los Angeles Superior Court for breach of
      contract, fraud and conspiracy. In that lawsuit, the Company alleged
  that he fraudulently arranged to receive more salary than he was
       entitled to, to pay personal expenses using Company funds, and to pay
    third party vendors with Company funds for services which were not
   rendered. In July 2004 Mr. Shrinivas filed a counterclaim in this
        litigation, claiming that he was terminated without just cause and was
       therefore entitled to $58,250 in severance pay. Although the case had
      been scheduled for trial in August 2006, prior to that time the case
      was stayed by order of the Superior Court because the Court had been
     advised that criminal charges against Mr. Shrinivas related to this
       matter were imminent. Those criminal charges were subsequently filed,
     and therefore further proceedings in connection with the civil case
    continue to be stayed. The Company believes that Mr. Shrinivas was
    terminated with cause and that he is therefore not entitled to any
      severance pay. If and when the stay of our civil case is terminated,
    the Company intends to vigorously pursue its claims and defend Mr.
Shrinivas' claims for severance pay.                          

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

9.       CONTINGENCIES (CONTINUED)                                              

LEGAL PROCEEDINGS (CONTINUED)                                 

       On September 26, 2006 the Company was sued in the California Superior
         Court by a former customer, Michael Iatesta, for breach of contract and
      intentional and negligent misrepresentation. The suit relates to the
    Company's sale of the plaintiff's coins at an auction in September
       2005. The plaintiff claims that the Company made errors in connection
    with the marketing and sale of his coins, and that as a result his
     coins were sold for approximately $123,000 instead of their alleged
full value of from $225,000 to $250,000. The Company sold the 
        plaintiff's coins at or above any minimum prices set by the plaintiff.
         The Company believes that the plaintiff's allegations are without merit
and intends to vigorously defend this suit.                   

        On November 7, 2006 the Company was sued in the United States District
    Court for the Northern District of Texas by a competitor, Heritage
    Numismatic Auctions, Inc. ("Heritage"). In its complaint, Heritage
  alleges that the Company violated Heritage's copyright rights by
       copying Heritage's catalog descriptions of certain coins and currency
  offered for sale by Heritage. Heritage claims that these alleged
      actions also violate the California Unfair Competition Act. Heritage
    seeks an injunction ordering Superior to cease the alleged acts of
 infringement and to destroy the infringing items and damages in
      unspecified amounts. The Company denies that it has infringed any of
     Heritage's legal rights and intends to vigorously defend this suit.

  The Company may from time to time be involved in various claims,
         lawsuits, disputes with third parties, actions involving allegations of
 discrimination, or breach of contract actions incidental to the
      operation of its business. Except as set forth above, the Company is
       not currently involved in any such litigation which it believes could
         have a material adverse effect on its financial condition or results of
operations, liquidity or cash flows.                          

STATE SALES AND USE TAXES                                     

        The Company does not collect sales and use taxes for interstate sales.
      Management believes that the Company's sales to interstate customers
      are generally tax-exempt due to varying state exemptions relative to
       the definitions of being engaged in business in particular states and
     the lack of current internet taxation. We do collect sales taxes on
       retail sales made, if any, while at conventions and auctions held out
        of state and file related state tax returns. While the Company has not
         been contacted by any state authorities seeking to enforce sales or use
     tax regulations, there is no assurance that the Company will not be
   contacted by authorities in the future with inquiries relative to
   compliance with current statutes, nor is there any assurance that
   future statutes will not be enacted that affect the sales and use
aspects of the Company's business.                            

10.      MERGER EXPENSES                                                        

         On July 12, 2006, the Company entered into a Merger Agreement with DGSE
        Companies, Inc. ("DGSE"). If the merger contemplated by this agreement
  is consummated (the "Merger"), DGSE Merger Corp., a newly-formed
      Delaware corporation and wholly-owned subsidiary of DGSE, will merge
       with and into Superior Galleries, Inc. Superior Galleries, Inc. would
        survive the Merger as a wholly-owned subsidiary of DGSE, and therefore
        would cease to be an independent publicly traded company at that time.
      The closing of the Merger is subject to certain conditions, however,
 and if these conditions are not satisfied the Merger may not be
       consummated. The Company has incurred costs of approximately $289,000
    in connection with the Merger during the due diligence and closing
process through September 30, 2006.                           

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SUPERIOR GALLERIES, INC.
 NOTES TO INTERIM FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2006
 (UNAUDITED)

11.      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                              

SFAS No. 157                                                  
------------                                                  
    In September 2006, the Financial Accounting Standards Board (FASB)
      issued Statement of Financial Accounting Issues No. 157, "Fair Value
         Measurements" ("SFAS 157"), which defines the fair value, establishes a
       framework for measuring fair value and expands disclosures about fair
value measurements. This statement is effective for financial 
       statements issued for fiscal years beginning after November 15, 2007,
  and interim periods within those fiscal years. Early adoption is
    encouraged, provided that the Company has not yet issued financial
         statements for that fiscal year, including any financial statements for
     an interim period within that fiscal year. The Company is currently
      evaluating the impact SFAS 157 may have on its results of operations
and financial condition.                                      

SFAS No. 158                                                  
------------                                                  
         In September 2006, the FASB issued SFAS No. 158, "Employer's accounting
        for Defined Benefit Pension and Other Post Retirement Plans". SFAS No.
   158 requires employers to recognize in its statement of financial
       position an asset or liability based on the retirement plan's over or
        under funded status. SFAS No. 158 is effective for fiscal years ending
         after December 15, 2006. The Company is currently evaluating the effect
  that the application of SFAS No. 158 will have on its results of
operations and financial condition.                           

SAB No. 108                                                   
-----------                                                   
         In September 2006, the United States Securities and Exchange Commission
  (SEC) issued Staff Accounting Bulletin No. 108, "Considering the
       Effects of Prior Year Misstatements when Quantifying Misstatements in
   Current Year Financial Statements" ("SAB 108"). This SAB provides
guidance on the consideration of the effects of prior year    
         misstatements in quantifying current year misstatements for the purpose
   of a materiality assessment. SAB 108 establishes an approach that
    requires quantification of financial statement errors based on the
effects on each of the company's balance sheets, statements of
         operations and related financial statement disclosures. The SAB permits
        existing public companies to record the cumulative effect of initially
         applying this approach in the first year ending after November 15, 2006
   by recording the necessary correcting adjustments to the carrying
        values of assets and liabilities as of the beginning of that year with
       the offsetting adjustment recorded to the opening balance of retained
     earnings. Additionally, the use of the cumulative effect transition
      method requires detailed disclosure of the nature and amount of each
        individual error being corrected through the cumulative adjustment and
       how and when it arose. The Company is currently evaluating the impact
        SAB 108 may have on its results of operations and financial condition.

12.      SUBSEQUENT EVENTS                                                      

      On November 21, 2006 the Company entered into an agreement with SIBL
         pursuant to which the balance outstanding under the Commercial LOC will
         be reduced by up to $2,408,481.81 through the transfer of rare coins to
  SIBL. Stanford International Bank, Ltd. is the Company's primary
         shareholder. The parties have agreed that the coins were valued in this
    bulk transaction at their aggregate fair market value. The precise
  amount of coins transferred will depend on whether certain coins
     presently in possession of third parties will be purchased by those
parties instead of transferred to SIBL.                       

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                         

CAUTIONARY STATEMENTS                                                           

     This Quarterly Report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and  
Section 21E of the Securities Exchange Act of 1934. We intend that such         
forward-looking statements be subject to the safe harbors created by such       
statutes. The forward-looking statements included herein are based on current   
expectations that involve a number of risks and uncertainties. Accordingly, to  
the extent that this Quarterly Report contains forward-looking statements       
regarding our financial condition, operating results, business prospects or any 
other information or aspect of our company, you are advised that our actual     
financial condition, operating results and business performance may differ      
materially from that projected or estimated by us in forward-looking statements.
The differences may be caused by a variety of factors, including but not limited
to:                                                                             

o        those identified under "Risk Factors" below,         
o        adverse economic conditions,                         
o        unexpected costs and operating deficits,             
o        lower sales and revenues than forecast,              
o        loss of customers,                                   
  o        litigation and administrative proceedings involving our
company,                                    
    o        the possible acquisition of new businesses that result in
           operating losses or that do not perform as anticipated,
resulting in unanticipated losses,          
o        adverse publicity and news coverage,                 
o        inability to carry out our marketing and sales plans,
  o        changes in interest rates and inflationary factors, and
         o        other specific risks that may be referred to in this Quarterly
   Report or in other reports that we have issued.

     In addition, our business and operations are subject to substantial
risks that increase the uncertainty inherent in the forward-looking statements. 
The inclusion of forward-looking statements in this Quarterly Report should not 
be regarded as a representation by us or any other person that we will achieve  
our objectives or plans.                                                        

     The following discussion should be read in conjunction with, and is
qualified in its entirety by, our Financial Statements and related notes thereto
included elsewhere in this Quarterly Report. Historical results of operations,  
percentage margin fluctuations and any trends that may be inferred from the     
discussion below are not necessarily indicative of the operating results for any
future period.                                                                  

COMPANY OVERVIEW                                                                

       Our principal line of business is the sale of rare coins, bullion and
second-hand jewelry on a wholesale, retail and auction basis. Our wholesale and 
retail operations are conducted in virtually every state in the United States   
and in several foreign countries. We also provide auction services for customers
seeking to sell their own rare coins. We market our services nationwide through 
broadcasting and print media and independent sales agents, as well as on the    
Internet through third party websites such as eBay and through our own website  
at SGBH.com. Our headquarters are in Beverly Hills, California.                 

       We were originally organized as a Nevada corporation in 1995. On June
30, 2003, our stockholders approved and we completed a reincorporation of our   
company in the State of Delaware and changed our corporate name from Tangible   
Asset Galleries, Inc. to Superior Galleries, Inc. These changes were effective  
at the close of business on June 30, 2003.                                      

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TRENDS AND UNCERTAINTIES                                                        

         As a dealer and auctioneer of rare coins, our revenue and profitability
can be materially affected by economic factors such as interest rates,          
inflation, stock market performance, the price of gold and other precious metals
and world political stability. The demand for and therefore the price of rare   
coins tends to increase with the price of gold. During times of unstable stock  
market performance and low interest rates rare coins may become more attractive 
as an investment as compared to the stock market or interest bearing securities.
In times of strong stock market returns and high interest rates, rare coins may 
be viewed as a less favorable investment. Political instability may also        
increase the demand for rare coins as individuals may perceive the security and 
portability of rare coins more favorably as compared to other financial assets  
such as stocks, bonds or cash. Future changes in the economy such as rapid      
increases in interest rates, a decrease in the price of gold or strong growth in
the stock market could materially reduce our revenue, margins and profitability 
and affect our liquidity as inventory turns would diminish.                     

     Furthermore, certain types of rare coins, as is the case with other
collectibles, may become more or less popular based on market trends that we    
cannot predict. Although we carry a diverse range of categories of rare coins, a
decrease in popularity in a particular category could result in diminished      
liquidity as inventory turns decrease for the affected category.                

       Within the rare coin industry many of our customers and suppliers are
other dealers. We may be materially affected by both external and internal      
factors that could affect the financial stability and liquidity of other dealers
with whom we conduct business. Our revenues and profitability could             
significantly decrease if several dealers faced financial difficulties that     
curtailed their ability to sell or purchase rare coins either directly or at our
auctions.                                                                       

       Over the past five years, except for the year ended June 30, 2004, we
incurred substantial losses that severely diminished our capital base and our   
liquidity. As a result, we have negative shareholders' equity and working       
capital. In addition, most of our debt is short-term and bears a variable       
interest rate. Any significant unfavorable change in the economic environment or
in our industry could quickly result in declining revenue and operating losses. 
Our challenge is to both raise additional permanent equity capital and          
restructure our debt to include a larger long-term portion, which may be        
accomplished through the intended Merger with DGSE Companies, Inc. described    
below. Although we cannot assure you that we will be able to accomplish these   
objectives either with or without the Merger, it is our hope that if we are able
to restructure our debt and raise additional equity, we will mitigate some of   
the impact of a future negative economic environment and conversely will benefit
more sharply from a positive environment.                                       

UNCERTAINTIES RESULTING FROM PLANNED MERGER WITH DGSE                           

  On July 12, 2006, we entered into the Merger Agreement with DGSE
Companies, Inc. (DGSE). If the Merger is consummated, DGSE Merger Corp., a      
newly-formed Delaware corporation and wholly-owned subsidiary of DGSE, will     
merge with and into Superior Galleries, Inc. Superior Galleries, Inc. would     
survive the Merger as a wholly-owned subsidiary of DGSE, and therefore would    
cease to be an independent publicly traded company at that time. The closing of 
the Merger is subject to certain conditions, however, and if these conditions   
are not satisfied the Merger may not be consummated. Although the closing dates 
targeted in the Merger Agreement have not been met and as a result either party 
may be able to terminate the Merger Agreement without liability, the parties    
continue to seek to complete the tasks remaining for closing the transaction in 
a timely manner.                                                                

         We have incurred costs of approximately $289,000 in connection with the
Merger during the due diligence and closing process through September 30, 2006. 
We expect to incur additional costs related to the Merger during fiscal 2007,   
including substantial legal and accounting costs. We expect these costs to be   
reflected in our operating results for the next quarter ending December 31,     
2006, but we are presently unable to quantify these costs. In addition, we have 
entered into an agreement with DGSE under which we will pay one-half of the     
total costs and expenses incurred in connection with the Merger by both us and  
DGSE, if the Merger is not consummated. These expenses would include, among     
others, legal fees, accounting fees and investment banking fees. Under this     
arrangement, if the Merger is not consummated our share of the total expenses   
may be substantially more than the amount of expenses we have incurred          
ourselves.                                                                      

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CRITICAL ACCOUNTING POLICIES                                                    

        Our Financial Statements are based on the selection and application of
significant accounting policies, which require our management to make estimates 
and assumptions that affect the amounts reported in the Balance Sheets and the  
Statements of Operations. We believe that the following are the most critical   
areas that may affect our financial condition and results of operations.        

        ACCOUNTS RECEIVABLE. We are required to estimate the collectibility of
our accounts receivables. A considerable amount of judgment is required in      
assessing the collectibility of these receivables, including judgments about the
current creditworthiness and financial condition of each client and related     
aging of past due balances. We evaluate specific accounts receivable balances   
when we become aware of a situation where a client may not be able to meets its 
financial obligations to us. The amount of the required allowance is based on   
the facts available to us and is reevaluated and adjusted as additional         
information is available, including our right to offset debts with accounts     
payable balances and the proceeds from consigned inventory sales. Allowances are
also established for probable loss inherent in the remainder of the accounts    
receivable based on a factor of 0.1% of annualized total gross sales. As a      
result of the expansion of our rare coin auction business, we may attract new   
customers that may adversely affect our estimates of accounts receivable        
collectibility, and the creditworthiness of our clients may deteriorate. These  
factors would require the reassessment of our estimates and additional          
allowances resulting in a reduction of our operating results.                   

AUCTION AND CUSTOMER ADVANCES. We are required to estimate the
collectibility of our auction and dealer customer advances. All of our advances 
are secured by rare coins. Although we make our decision to advance funds based 
on customers' creditworthiness, business history, and collateral valuation, the 
collectibility of advances is primarily based on our estimate of sale prices for
customers' rare coin collateral on a wholesale liquidation basis. We evaluate   
specific advance balances when we become aware of situations where a client may 
not be able to meet its financial obligations to us or the value of collateral  
securing the advance is impaired. Due to the availability of a line of credit   
from Stanford Financial Group Company, which is an affiliate of our principal   
shareholder, Stanford International Bank Limited, in fiscal 2005 we             
significantly expanded our auction and customer advance activities, and in      
fiscal 2006 we collected over $3 million of these advances. During fiscal 2007, 
advances for auction consignments and dealer purchases have been made from      
operating cash flows. We have not had any significant history of losses on this 
type of asset. It is difficult to assess future performance of the rare coin    
market. A rapid adverse change in the rare coin market could diminish the value 
of the collateral and the creditworthiness of our clients may deteriorate. These
factors would require the reassessment of our estimates and additional          
allowances resulting in a reduction of our operating results.                   

    REVENUE RECOGNITION. We generate revenue from wholesale and retail
sales of rare coins, precious metals bullion and second-hand jewelry and        
artifacts. The recognition of revenue varies for wholesale and retail           
transactions and is, in large part, dependent on the type of payment            
arrangements made between the parties.                                          

        We sell rare coins to other wholesalers/dealers within our industry on
credit, generally for terms of 15 to 60 days, but in no event greater than one  
year. We grant credit to new dealers based on extensive credit evaluations and  
for existing dealers based on established business relationships and payment    
histories. We generally do not obtain collateral with which to secure our       
accounts receivable when the sale is made to a dealer. We recognize revenue for 
monetary transactions (i.e., cash and receivables) with dealers when the        
merchandise is shipped to a dealer.                                             

      We also sell rare coins to retail customers on credit, generally for
terms of 30 to 60 days, but in no event greater than one year. We grant credit  
to retail customers based on credit evaluations and for existing retail         
customers based on established business relationships and payment histories.    
When a retail customer is granted credit, we generally collect a payment of 25% 
of the sales price, establish a payment schedule for the remaining balance and  
hold the merchandise as collateral as security against the customer's receivable
until all amounts due under the credit arrangement are paid in full. If the     
customer defaults in the payment of any amount when due, we may declare the     

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customer's obligation in default, liquidate the collateral in a commercially    
reasonable manner using such proceeds to extinguish the remaining balance and   
disburse any amount in excess of the remaining balance to the customer. Under   
this retail arrangement, we recognize revenue when our customer agrees to the   
terms of the credit and makes the initial payment. We have limited-in-duration  
money back guaranty policies for our retail customers only, as discussed below. 

In limited circumstances, we exchange merchandise for similar 
merchandise and/or monetary consideration with both dealers and retail          
customers, for which we recognize revenue in accordance with APB No. 29,        
"Accounting for Non-monetary Transactions." When we exchange merchandise for    
similar merchandise and there is no monetary component to the exchange, we do   
not recognize any revenue. Instead, the basis of the merchandise relinquished   
becomes the basis of the merchandise received, less any indicated impairment of 
value of the merchandise relinquished. When we exchange merchandise for similar 
merchandise and there is a monetary component to the exchange, we recognize     
revenue to the extent of monetary assets received and determine the cost of sale
based on the ratio of monetary assets received to monetary and non-monetary     
assets received multiplied by the cost of the assets surrendered.               

   We have a return policy (money-back guarantee). The policy covers
retail transactions involving graded rare coins only. Our customers may return  
graded rare coins purchased within 7 days of the receipt of the rare coins for a
full refund as long as the rare coins are returned in exactly the same condition
as they were delivered. In the case of rare coin sales on account, our customers
may cancel the sale within 7 days of making a commitment to purchase the rare   
coins. The receipt of a deposit and a signed purchase order evidences the       
commitment.                                                                     

        Revenues from the sale of consigned goods are recognized as commission
income on such sale if we are acting as an agent for the consignor. If in the   
process of selling consigned goods, we make an irrevocable payment to a         
consignor for the full amount due on the consignment and the corresponding      
receivable from the buyer(s) has not been collected by us at that payment date, 
then we record that payment as a purchase and the sale of the consigned good(s) 
to the buyer as revenue as we have assumed all collection risk.                 

   Our auction business generates revenue in the form of commissions
charged to buyers and sellers of auction lots. Auction commissions include      
buyers' commissions, sellers' commissions, and buyback commissions, each of     
which are calculated based on a percentage of the hammer price. Buyers' and     
sellers' commissions are recognized upon the confirmation of the identification 
of the winning bidders. Funds charged to winning bidders include the hammer     
price plus the commission. Only the commission portion of the funds received by 
winning bidders is recorded as revenue. Buyback commissions represent an agreed 
upon rate charged by us for goods entered in the auction and not sold. Goods    
remain unsold when an auction lot does not meet the consignor reserve, which is 
the minimum sales price as determined prior to auction, and when items sold at  
auction are returned subsequent to the winning bidder taking possession. Buyback
commission is recognized along with sellers' commission or at the time an item  
is returned. Returns from winning bidders are very limited and primarily occur  
when a rare coin sold auction has an error in its description which the winning 
bidder relied upon to purchase the item.                                        

     INVENTORY VALUATION. We value our inventory at the lower of cost or
market in accordance with generally accepted accounting principles related to   
the fair market valuation of assets. On a periodic basis our numismatic staff   
will review market data from recognized industry sources, published auction     
results and offers made by customers on specific items to determine whether or  
not the cost of our inventory is above or below market price. If the market     
value of a coin is significantly less than its cost to us, we will establish a  
reserve against inventory to reflect that the market value of our rare coin     
inventory in the aggregate is below cost, which results in reflecting the value 
of our inventory at the lower of cost or market.                                

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     STOCK-BASED COMPENSATION. Our 2003 Omnibus Stock Option Plan ("2003
Plan") is shareholder approved and permits the granting of up to 1,200,000      
options to purchase our common stock to our employees, directors and outside    
consultants. Stock option awards are granted with an exercise price that is     
equal to or greater than the market price of our common stock on the date of the
grant. The options vest generally over a range of one to five years and expire  
five years after the final vesting date. Stock options under the 2003 Plan      
provide for accelerated vesting if there is a change in control (as defined by  
the 2003 Plan).                                                                 

         The fair value of each stock option granted is estimated on the date of
the grant using the Black-Scholes option pricing model and factors in an        
estimated forfeiture based on management assessment of historical employee      
termination experience. The Black-Scholes option pricing model has assumptions  
for risk free interest rates, dividends, stock volatility and expected life of  
an option grant. The risk free interest rate is based the U.S. Treasury Bill    
rate with a maturity based on the expected life of the options and on the       
closest day to an individual stock option grant. Dividend rates are based on our
dividend history. The stock volatility factor is based on the past three years  
of market prices of our common stock. The expected life of an option grant is   
based on its vesting period. The fair value of each option grant is recognized  
as compensation expense over the expected life of the option on a straight line 
basis.                                                                          

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RESULTS OF OPERATIONS                                                           

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005                          

The following table sets forth the percentage of net revenue  
represented by each item in our statement of operations for the periods         
presented and the net changes and percentage of change for each item in our     
statement of operations between the periods indicated:                          

                                                        [Enlarge/Download Table]
                                            THREE MONTHS ENDED (IN THOUSANDS)                              
                                     -----------------------------------------------                       
                                      SEPTEMBER               SEPTEMBER                              %     
                                       30, 2006       %        30, 2005        %        CHANGE     CHANGE  
                                     -----------  ---------  -----------  ----------  ----------  ---------
                                                                                                           
Net sales                            $    7,474        87%   $   10,948         94%   $  (3,474)      -32% 
Commission income                         1,086        13%          705          6%         381        54% 
                                     -----------  ---------  -----------  ----------  ----------  ---------
Total revenue                             8,560       100%       11,653        100%      (3,092)      -27% 
Cost of revenue                           7,054        82%        9,342         80%      (2,288)      -24% 
                                     -----------  ---------  -----------  ----------  ----------  ---------
Gross profit                              1,506        18%        2,311         20%        (805)      -35% 
Selling, general and administrative                                                                        
   expenses                               2,261        26%        2,301         20%         (40)       -2% 
                                     -----------  ---------  -----------  ----------  ----------  ---------
Income (loss) from operations              (755)       -9%           10          0%        (765)     7650% 
Other income (expense)                     (184)       -2%         (114)        -1%         (70)       61% 
                                     -----------  ---------  -----------  ----------  ----------  ---------
Loss before provision for taxes            (939)      -11%         (104)        -1%        (835)      803  
Income tax provision                         --         0%            1          0%          (1)     -120% 
                                     -----------  ---------  -----------  ----------  ----------  ---------
Net income (loss)                    $     (939)      -11%   $     (105)        -1%   $    (834)      794% 
                                     ===========  =========  ===========  ==========  ==========  =========

         Our net loss for the three months ended September 30, 2006 was $939,000
or $0.20 per share on both a basic and diluted basis as compared to a net loss  
of $105,000 or $0.02 per share on both a basic and diluted basis for the three  
months ended September 30, 2005. The decline in our operating results 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.                                                  

REVENUES                                                                        

   The table below sets forth our primary sources of revenue for the
periods indicated:                                                              

                                                        [Enlarge/Download Table]
                                THREE MONTHS ENDED (IN THOUSANDS)                                  
                          -----------------------------------------------                          
                           SEPTEMBER               SEPTEMBER                                %      
                            30, 2006       %        30, 2005        %        CHANGE       CHANGE   
                          -----------  ---------  ------------  ---------  -----------  -----------
                                                                                                   
Net Sales                                                                                          
   Rare Coin - Wholesale  $    5,852       68%    $     6,534       56%    $     (682)       -10%  
   Rare Coin - Retail          1,622       19%          4,414       38%        (2,792)       -63%  
                          -----------  ---------  ------------  ---------  -----------  -----------
Total Net Sales                7,474       87%         10,948       94%        (3,474)       -32%  
Commission Income              1,086       13%            705        6%           381         54%  
                          -----------  ---------  ------------  ---------  -----------  -----------
Total Revenue             $    8,560      100%    $    11,653      100%    $   (3,093)       -27%  
                          ===========  =========  ============  =========  ===========  ===========

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       Total revenue for the three months ended September 30, 2006 decreased
$3,093,000 or 27% to $8,560,000 from $11,653,000 for the three months ended     
September 30, 2005. This decrease in revenues is primarily due to the decrease  
in sales of rare coins to both wholesale and retail customers. Wholesale rare   
coin sales for the three months ended September 30, 2006 decreased $682,000 or  
10% over the comparable period in 2005. Retail rare coin sales for the three    
months ended September 30, 2006 decreased $2,792,000 or 63% over the comparable 
period in 2005. On a combined basis, sales of rare coins decreased $3,474,000 or
32% over the comparable period in 2005. This decrease was primarily due to a    
refocusing of the Company'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 our lower levels of owned         
inventory available for sale, which resulted from the lack of availability of   
operating cash flow to purchase that inventory. Commission income for the three 
months ended September 30, 2006 was $1,086,000, an increase of $381,000 or 54%  
over the comparable period in 2005. This increase was primarily due to our      
efforts to attract higher quality consignments with higher average commission   
rates. Auction sales (hammer prices realized) were $10,111,000 for the three    
months ended September 30, 2006 as compared to $7,841,000 for the three months  
ended September 30, 2005, reflecting an increase of 29% in volume and a 31%     
decrease in the buy back/return rate for the auctions completed during the three
months ended September 30, 2006.                                                

Our revenue and profitability during the year is subject to   
seasonality. Our first, third and fourth fiscal quarters have traditionally been
our strongest because two well-attended Elite live auctions are normally        
scheduled during each of these quarters and during these quarters there are more
frequent and better-attended trade shows. Our second fiscal quarter has         
traditionally been our weakest because we conduct only one auction event and    
there are fewer, less popular trade shows.                                      

      We believe that for our revenue to grow in the future we must expand
and diversify our distribution channels. In our efforts to expand our retail    
channel, we are continuing to upgrade the functionality of our website, but we  
have yet to determine the costs associated with these potential upgrades. We    
have a strategic relationship with e-Bay.com. Under this relationship, we have  
agreed that when we conduct internet-only auctions through e-Bay.com, we will   
not simultaneously offer the auctioned items through any other internet-based   
auction. We pay e-Bay.com a commission of 5% on sales it makes, and when we     
auction coins in this manner we increase the charge to our customer by 5%, to   
offset the commission paid to e-Bay.com. This arrangement will complement the   
seven major Elite live auctions that we currently hold during a year. Subsequent
to the completion of the proposed Merger with DGSE, we plan to expand our       
internet website (www.SGBH.com) significantly and to integrate the website with 
DGSE's websites: www.DGSE.com, www.USBullionExchange.com,                       
www.FairchildWatches.com (Fairchild International), and www.CGDEInc.com         
(Charleston Gold & Diamond Exchange).                                           

         We would not hold an internet-only auction during the week that we held
a live auction as our live auctions are simultaneously broadcast over the       
internet. We plan to hold seven "Elite" live auction events in the fiscal year  
ending June 30, 2007.                                                           

       Our ability to expand our wholesale, retail and auction operations is
dependent in part upon the success of these strategies, which we have not yet   
evaluated. The implementation of these strategies may not result in increased   
revenues. We will seek to determine whether the expected benefits from these    
strategies, measured principally in terms of increased revenue, justifies the   
costs of implementing them. If we determine that any of these strategies is not 
cost-effective, we will terminate or amend the strategy. We cannot assure you   
that our growth plans will generate enough revenue to cover the additional      
operating costs associated with these growth plans.                             

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      Our ability to expand our revenue is significantly contingent on the
availability of additional permanent equity and debt financing. As indicated in 
"Other Liquidity Plans" below we have plans to raise additional equity and debt,
but there is no assurance that we will be successful in doing so on terms and   
conditions that are acceptable to us.                                           

COST OF REVENUE                                                                 

        Cost of revenue is primarily comprised of the acquisition price we pay
for coins, and is dependent on our skill in identifying coins that may be       
offered for sale at advantageous prices, as well as the supply and demand       
factors at the time that we are purchasing coins. Commission income has minimal 
cost of revenue associated with it. Cost of revenue for the three months ended  
September 30, 2006 decreased $2,288,000 or 24% to $7,054,000 or 82% of total    
revenue, from $9,342,000 or 80% of total revenue for the three months ended     
September 30, 2005. The cost of goods sold remained stable at approximately 80% 
of total revenue for both years. Excluding the effect of the mark to market     
inventory reserve of $862,000, the $245,000 inventory adjustment required to    
reflect the physical count and the $17,000 of deferred income that was recorded 
as inventory adjustments in cost of goods sold for the three months ended       
September 30, 2006, the cost of revenues for the three months ended September   
30, 2006 would have been 69%. Management's mark to market reserve was focused on
the fair market valuation of the coins and the other items in our inventory, on 
an item-by-item basis, and a reserve was recorded if the fair market value was  
determined to be less than our cost.                                            

        The decrease in aggregate dollar cost of revenue in the current period
over the comparable period in 2005 was primarily due to the decrease in         
wholesale and retail rare coin sales as discussed in "Total Revenue" above.     

      Although the cost of revenue as a percentage of total revenue in the
current period may be similar to that in the comparable period of the previous  
year, this may result from a coincidental combination of factors that are not   
always consistent. These factors, which we cannot predict from period to period,
include our success in buying coins that generate substantial margin, the supply
of coins that our customers wish to purchase, and the level of auction sales and
the percentage of commission on these sales that we earn.                       

GROSS PROFIT                                                                    

      Gross profit for the three months ended September 30, 2006 decreased
$805,000 to $1,506,000 or 18% of total revenue from $2,311,000 or 20% of total  
revenue for the three months ended September 30, 2005. Our gross profit margin  
remained at approximately 20% of total revenue for both years. Excluding the    
effects of the mark to market inventory reserve and the inventory adjustments in
cost of goods sold, the gross profit margin for the three months ended September
30, 2006 would have been 31%. The decrease in the dollar amount of the gross    
profit in the current period over the comparable period in 2005 was primarily   
due to the decrease in rare coin sales as discussed in "Total Revenue" above.   
The gross profit as a percentage of revenue will vary from period to period due 
to variations in the factors discussed in "Cost of Revenue" above.              

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                    

    Selling, general and administrative ("SGA") expenses for the three
months ended September 30, 2006 decreased $40,000 or 2% to $2,261,000 from      
$2,301,000 for the three months ended September 30, 2005. These expenses        
represent 26% of total revenue for the three months ended September 30, 2006 as 
compared to 20% of total revenue for the three months ended September 30, 2005. 
The higher percentage that SGA expenses for the three months ended September 30,
2006 is a function of there being 27% less total revenue for that fiscal period.

    The decrease in the dollar amount of expenses was primarily due to
approximately $188,000 of reductions in operating expenses that were partially  
offset by additional spending of approximately $148,000 for legal and audit fees
of $105,000 related to the proposed Merger with DGSE; office rent increases of  
$14,000 and insurance premiums of $29,000 to cover higher levels of consigned   
coins in our possession.                                                        

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       Net cost reductions of $188,000 were realized this quarter due to the
following factors: (i) $121,000 decrease in expenditures for marketing          
operations and auction operations expenses associated with the logistics of     
attending trade shows, advertising and having coins graded by professional      
associations; (ii) reduced employee compensation costs of $16,000 which resulted
from decreased headcount and decreased commissions paid to salespersons on our  
lower level of sales; (iii) $14,000 decrease in freight and postage due to a    
change in vendors; (iv) $35,000 saved by the cancellation of a public relations 
service contract and (v) a net decrease of $2,000 resulting from lesser changes 
in all other selling, general and administrative expense categories.            

OTHER INCOME AND EXPENSES                                                       

        Other expenses for the three months ended September 30, 2006 increased
$70,000 or 61% to $184,000 from $114,000 for the three months ended September   
30, 2005. This increase was due to two causes: $21,000 less interest was earned 
on auction advances and dealer loans because outstanding loan balances were     
reduced to $1,255,000 for the three months ended September 30, 2006 from        
$1,829,000 for the three months ended September 30, 2005. Higher interest       
expense of $49,000 was paid for the increased use of our lines of credit to     
finance our own inventory and for increases in the rate of interest charged on  
our line of credit with Stanford Financial for the three months ended September 
30, 2006 as compared to the three months ended September 30, 2005.              

PROVISION FOR INCOME TAXES                                                      

      Although we reported a net loss for the three months ended September
30, 2006, we incurred income taxes for state franchise and other minimum taxes  
totaling $200. Similarly, although we reported a net loss the three months ended
September 30, 2005, we incurred income taxes for state franchise and other      
minimum taxes totaling $1,000.                                                  

LIQUIDITY AND CAPITAL RESOURCES                                                 

      At September 30, 2006, we had negative working capital of $1,799,000
and a current ratio of 0.87:1.00. We recorded net losses of $939,000. Given our 
September 30, 2006 cash balance of $1,673,000 and our projected operating cash  
requirements, we anticipate that our existing capital resources will probably be
adequate to satisfy our cash flow requirements through June 30, 2007. However,  
we may require additional funding which will be affected by the anticipated     
Merger with DGSE. Our cash flow estimates are based upon achieving certain      
levels of sales and reductions in operating expenses. Should sales be less than 
forecast or expenses become higher than forecast, then we may require additional
financing through debt and/or equity, and we may not have adequate resources to 
fund operations. We expect future fixed obligations through June 30, 2007 to be 
paid solely by cash generated from operating activities. However, if we are     
unable to do so, we intend to satisfy fixed obligations from: (i) additional    
debt/equity financings; (ii) extending vendor payments; and (iii) liquidation of
inventory. No assurance can be given that we will be able to pay or satisfy our 
fixed obligations from these sources. If we are unable to satisfy our fixed     
obligations as they become due, our creditors will be entitled to take legal    
action against us. If they do, our business could be materially harmed.         

OPERATING ACTIVITIES                                                            

     Cash increased $978,000 during the three months ended September 30,
2006 to $1,673,000 from $695,000 at September 30, 2005.                         

       Net cash used in by our operating activities totaled $2,390,000. Cash
used in our operating activities totaled $6,268,000 resulting primarily from our
net loss of $939,000, decreases in our accounts payable of $5,322,000 and       
decreases in our provision for doubtful accounts receivable of $7,000. Cash     
provided by operations totaled $3,878,000 resulting from decreases in accounts  
receivable of $371,000, decreases in auction advances of $574,000, decreases in 
inventories of $2,737,000, increases in inventory reserves of $22,000, decreases
in prepaid expense of $68,000, non-cash depreciation expense of $47,000,        
non-cash fair value of common stock grants of $10,000 and stock option awards of
$49,000.                                                                        

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       To generate cash to be used for operations, in the three months ended
September 30, 2006, we made fewer advances against consigned coins and extended 
our payment terms to vendors. Cost cutting measures were implemented for all    
expenses related to trade shows, the marketing of the inventory and delivery of 
goods. We will continue to strive to gain operating efficiencies by turning our 
inventory more quickly and monitoring the amount of inventory that we carry,    
although there is no assurance we will achieve these efficiencies.              

INVESTING ACTIVITIES                                                            

        Cash used in investing activities for the three months ended September
30, 2006 was $57,000 consisting of purchases of property and equipment.         

FINANCING ACTIVITIES                                                            

       Until the quarter ending March 31, 2004, we had incurred losses since
July 1999 and have financed these losses through short-term and long-term       
borrowings, by issuing shares in various private placement transactions and by  
liquidating assets. Losses in fiscal 2007 and 2006 have been financed primarily 
through the restructuring of debt and conversion of revolving debt to equity by 
SFG. Net cash used by financing activities totaled $650,000 for the three months
ended September 30, 2006, resulting from the transactions described below.      

FINANCING ACTIVITIES - DEBT                                           

       On April 10, 2002 we executed a subordinated note payable to our CEO,
Silvano DiGenova, bearing interest at 9% per annum with quarterly installment   
payments of $150,000 plus interest. No principal payments had been made through 
February 2003. On February 10, 2003, the terms of the note were modified to     
provide for repayment of principal in the amount of $50,000 per quarter         
commencing on September 30, 2003 and for interest to be paid monthly. We were in
arrears of $150,000 of principal payments that were due on December 31, 2004,   
March 31, 2005 and June 30, 2005 of $50,000 each. However, the CEO agreed to    
delay these principal repayments to September 30, 2005 when $50,000 was paid.   
During the year ended June 30, 2006, the note was reduced by $250,000 and the   
interest rate was increased to 12%. During the three month period ended         
September 30, 2006, there were no note repayments. At September 30, 2006, the   
balance due was $500,000 and there was no accrued interest payable. A principal 
payment of $100,000 was made on October 4, 2006. As a part of the intended      
Merger with DGSE, but conditioned on the closing of the Merger, we will         
restructure our outstanding indebtedness to Mr. DiGenova. Under the terms of the
revised promissory note, the maturity date of the note will be extended to      
September 30, 2007 and the interest rate shall be set to the prime rate plus one
percent. Assuming the Merger closes before December 31, 2006, the note will be  
payable in four equal quarterly installments of principal commencing December   
31, 2006.                                                                       

 On October 13, 2003, we executed a Commercial Loan and Security
Agreement ("Commercial LOC") with SFG, an affiliate of our principal            
stockholder, SIBL, to provide us with a $7,500,000 line of credit for purposes  
of financing our inventory, auction advances and inventory loans to other rare  
coin dealers and collectors. A portion of this indebtedness was assigned to     
SIBL, and on March 31, 2005, as described below, pursuant to SIBL's purchase of 
$2,500,000 of our Series E Preferred Stock, SIBL assumed, converted and         
cancelled $2,500,000 of this indebtedness under the Commercial LOC. In addition,
SFG further amended the Commercial LOC increasing the line of credit to         
$10,000,000, and subsequently assigned the indebtedness to SIBL. Effective July 
21, 2005, the Commercial LOC was renewed through October 1, 2006. On May 2,     
2006, the Commercial LOC was further amended to increase the line of credit to  
$10,850,000 to reflect an additional advance made March 30, 2006, to partially  
fund the repayment of the Private Line of Credit. On September 5, 2006, the     
Commercial LOC was renewed through October 1, 2007. The Commercial LOC bears    
interest at the prime-lending rate (8.25% at September 30, 2006) and is secured 
by substantially all of our assets. As of September 30, 2006, the outstanding   
balance was $10,850,000 and there was no accrued interest payable.              

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        Since the Commercial Line of Credit is secured by substantially all of
our assets, if we default in the performance of our obligations under this loan 
the lender could foreclose its security interest, which could lead to a         
termination of our business or require us to file a bankruptcy petition. We are 
currently in compliance with all of the financial covenants contained in our    
Commercial Line of Credit agreements or have waivers in place that cover        
variances and the over-advance on collateral caused by the $850,000 advance that
was funded on May 2, 2006.                                                      

As a condition to the closing of the expected Merger, at least
$5,500,000 of debt outstanding under our Commercial Line of Credit must be      
converted into our common stock at a conversion ratio of $2.00. In addition, if 
our stockholders equity, after giving pro forma effect to the conversion of our 
outstanding preferred shares into common stock prior to the consummation of the 
Merger, is less than $5,751,000, then additional debt, in the amount of such    
deficit, must be converted into common stock. Further, at the closing of the    
Merger a Stanford affiliate will provide a new secured credit facility of       
$11,500,000 million to Superior, which credit facility will be available to both
Superior and our post-Merger corporate parent, DGSE. These transactions are     
subject to satisfaction of all of the other conditions to closing of the Merger,
and if the Merger is not consummated, these transactions will not occur.        

     During October 2004 the Company executed three demand notes payable
with a private lender totaling $650,000 bearing interest at 10% per annum       
secured by specific inventory. Interest was payable monthly. As of January 1,   
2006, the interest rate increased to 12% per annum. During the three months     
ended September 30, 2006, the entire outstanding balance of $650,000 was repaid.

ANTICIPATED EQUITY TRANSACTIONS                                       

     In connection with and as a condition to the closing of the planned
Merger with DGSE, our Chief Executive Officer Silvano DiGenova will convert his 
400,000 shares of Series B $1.00 Convertible Preferred Stock into 202,330 shares
of our common stock and SIBL will convert all of its shares of preferred stock, 
which includes (i) 3,000,000 shares of the Series B $1.00 Convertible Preferred 
Stock; (ii) 2,000,000 shares of the Series D $1.00 Convertible Preferred Stock; 
and (iii) 2,500,000 shares of the Series E $1.00 Convertible Preferred Stock,   
into an aggregate of 3,600,806 shares of our common stock. All of the shares of 
our common stock to be issued pursuant to these conversions will be issued      
pursuant to the current conversion rights of our outstanding preferred shares.  
In addition, $5,500,000 in debt that we owe on the Commercial LOC will be       
converted into our common stock at a conversion ratio of $2.00 per share. If our
stockholders equity, after giving pro forma effect to the conversion of the     
preferred shares described above, is less than $5,751,000, then additional debt,
in the amount of such deficit, will be converted into common stock at the same  
$2.00 per share conversion rate.                                                

     Each share of our common stock outstanding immediately prior to the
Merger, including those issued in connection with the conversion of preferred   
shares or debt as described above, would be exchanged in the Merger for a number
of shares of DGSE common stock equal to a fraction, the numerator of which is   
equal to the quotient of $14,000,000 divided by the lesser of (A) $3.25 and (B) 
the greater of (1) the twenty day volume-weighted closing sale price on the     
principal trading exchange for shares of DGSE common stock as of the closing    
date and (2) $1.90, and the denominator of which equals the number of shares of 
our common stock outstanding on the closing date. Accordingly, the maximum      
number of shares of DGSE common stock to be issued is 7,368,421, and the minimum
number of shares to be issued is 4,307,692.                                     

    These transactions are subject to satisfaction of all of the other
conditions to closing of the Merger, and if the Merger is not consummated, these
transactions will not occur. If the Merger is consummated as planned, however,  
DGSE's primary shareholder, Dr. L. S. Smith, will beneficially own between      
approximately 18% and 24% of the total common shares of DGSE, and our primary   
shareholder, Stanford International Bank, will beneficially own between         
approximately 29% and 38% of the total common shares of DGSE (excluding the     
effect of shares issued in connection with the conversion of debt that is       
required if, as described above, our stockholders' equity is less than          
$5,751,000).                                                                    

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OTHER LIQUIDITY PLANS                                                           

      Although we will seek to secure additional financing and/or to raise
additional capital if the Merger is not closed as presently anticipated, we     
cannot assure you that we will be successful in completing these critical tasks.
If we are unable to successfully obtain such financing, we may be forced to     
significantly and materially reduce our operations and/or liquidate inventory at
amounts below current carrying value to generate the necessary working capital  
to fund any ongoing operations.                                                 

CAPITAL EXPENDITURES                                                            

 The Company did not incur any material capital expenditures for
property and equipment during the three months ended September 30, 2006 and does
not presently have any plans to make material capital expenditures through the  
current fiscal year ending June 30, 2007.                                       

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        

       Market risk represents the risk of loss that may impact our financial
position, results of operations or cash flows due to adverse changes in         
financial market prices, including interest rate risk, foreign currency exchange
rare risk, commodity price risk and other relevant market rate or price risks.  

         We are exposed to a degree of market risk through changes in short-term
interest rates. At September 30, 2006, we had a line of credit from a related   
party with a balance payable of $10,850,000. This line of credit bears an       
interest rate that is tied to the bank prime rate. We are exposed to the risk of
increasing short-term interest rates, but we do not consider this risk to be    
material.                                                                       

         We have no activities that would expose us to foreign currency exchange
rate risk or commodity price risks.                                             

ITEM 4.       CONTROLS AND PROCEDURES                                           

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES                                

         Our Chief Executive Officer/Interim Chief Financial Officer carried out
an evaluation of the effectiveness of the Company's "disclosure controls and    
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)  
or 15d-15(e)) as of September 30, 2006, as required by paragraph (b) of Exchange
Act Rules 13a-15 or 15d-15. While we will continually seek to evaluate and      
improve our disclosure controls, management does not expect that our disclosure 
controls or its internal controls over financial reporting will prevent all     
possible errors and fraud. A control system, no matter how well designed and    
operated, can provide only reasonable, not absolute, assurance that the control 
system's objectives would be met.                                               

 Our Chief Executive Officer/Interim Chief Financial Officer has
concluded, based on his evaluation as of September 30, 2006 ("Evaluation Date"),
that the design and operation of our "disclosure controls and procedures" (as   
defined under the Exchange Act), are effective to ensure that information       
required to be disclosed by us in reports filed or submitted by us under the    
Exchange Act is accumulated, recorded, processed, summarized and reported to our
management, including our Board of Directors, as appropriate to allow timely    
decisions regarding whether or not disclosure is required. There were no        
significant changes in our internal controls or in other factors that could     
significantly affect our internal controls subsequent to the Evaluation Date.   

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CHANGES IN INTERNAL CONTROLS                                                    

  During the quarter ended September 30, 2006, we did not make any
material changes to our internal controls.                                      

       In consideration of the pending Merger with DGSE, we have delayed the
start date for implementation of documentation and testing of internal controls 
required under Section 404 of the Sarbanes Oxley Act ("SOX"). Assuming the      
Merger is consummated as currently planned, the SOX project for the combined    
companies will be conducted under the direction of DGSE. Since we are not an    
"accelerated filer," as defined by SEC rules, we are not required to comply with
Section 404 of SOX until fiscal 2008.                                           

 PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS                                                 

        On September 26, 2006 we were sued in the California Superior Court by
a former customer, Michael Iatesta, for breach of contract and intentional and  
negligent misrepresentation. The suit relates to our sale of the plaintiff's    
coins at an auction in September 2005. The plaintiff claims that we made errors 
in connection with the marketing and sale of his coins, and that as a result his
coins were sold for approximately $123,000 instead of their alleged full value  
of from $225,000 to $250,000. We sold the plaintiff's coins at or above the     
minimum price set by the plaintiff. We believe that his allegations are without 
merit and intend to vigorously defend this suit.                                

      On November 7, 2006 we were sued in the United States District Court
for the Northern District of Texas by a competitor, Heritage Numismatic         
Auctions, Inc. ("Heritage"). In its complaint, Heritage alleges that we violated
Heritage's copyright rights by copying Heritage's catalog descriptions of       
certain coins and currency offered for sale by Heritage. Heritage claims that   
these alleged actions also violate the California Unfair Competition Act.       
Heritage seeks an injunction ordering us to cease the alleged acts of           
infringement and to destroy the infringing items and damages in unspecified     
amounts. We deny that we have infringed any of Heritage's legal rights and      
intend to vigorously defend this suit.                                          

     We may from time to time be involved in various claims, lawsuits or
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. We are  
not currently involved in any litigation which we believe could have a          
materially adverse effect on our financial condition or results of operations.  

ITEM 1A.      RISK FACTORS                                                      

         There were no material changes in our risk factors as compared to those
previously disclosed in our Annual Report on Form 10-K for the year ended June  
30, 2006.                                                                       

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS       

None.                                                         

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES                                   

None.                                                         

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               

None.                                                         

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ITEM 5.       OTHER INFORMATION                                                 

None.                                                         

ITEM 6.       EXHIBITS                                                          

EXHIBIT NO.    DESCRIPTION                                                      

  2.1         Agreement and Plan of Merger and Reorganization dated as of July
     14, 2006, by and between Superior Galleries, Inc., DGSE
           Companies, Inc., DGSE Merger Corp. and Stanford International
           Bank, Ltd., as stockholder agent (incorporated herein by this
            reference to Exhibit 2.1 to the Registrant's Current Report on
Form 8-K filed July 17, 2006).                    

31.1        Certification of CEO pursuant to Securities Exchange Act Rules
         13a-14 and 15d-14 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                       

31.2        Certification of CFO pursuant to Securities Exchange Act Rules
         13a-14 and 15d-14 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                       

32.1        Certification of CEO pursuant to 18 U.S.C. Section 1350 as    
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                             

32.2        Certification of CFO pursuant to 18 U.S.C. Section 1350 as    
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                             

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SIGNATURES

       In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned, thereunto duly authorized.                                     

Dated: November 22, 2006                   SUPERIOR GALLERIES, INC.             

                               By:  /s/ Silvano DiGenova
                                                --------------------------------
                                 Silvano DiGenova,
                                       Chief Executive Officer

Dated: November 22, 2006                   SUPERIOR GALLERIES, INC.             

                               By:  /s/ Silvano DiGenova
                                                --------------------------------
                                 Silvano DiGenova,
                                               Interim Chief Financial Officer

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EXHIBITS FILED WITH THIS REPORT ON FORM 10-Q

Exhibit 2.1         Agreement and Plan of Merger and Reorganization dated as of 
                    July 14, 2006, by and between Superior Galleries, Inc., DGSE
       Companies, Inc., DGSE Merger Corp. and Stanford
                    International Bank, Ltd., as stockholder agent (incorporated
                   herein by this reference to Exhibit 2.1 to the Registrant's
        Current Report on Form 8-K filed July 17, 2006).

Exhibit 31.1        Certification of CEO pursuant to Securities Exchange Act    
                  Rules 13a-14 and 15d-14 as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.      

Exhibit 31.2        Certification of CFO pursuant to Securities Exchange Act    
                  Rules 13a-14 and 15d-14 as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.      

Exhibit 32.1        Certification of CEO pursuant to 18 U.S.C. Section 1350 as  
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                   

Exhibit 32.2        Certification of CFO pursuant to 18 U.S.C. Section 1350 as  
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                   

Page 33 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q Filing		Date		First		Last			Other Filings
		1/1/98		11
		4/10/02		13		27			8-K
		2/10/03		27
		2/14/03		13					8-K, 4
		6/30/03		18					10KSB, DEF 14A, 8-K
		9/30/03		13		27			10QSB
		10/13/03		12		27			8-K
		3/31/04		27					10QSB
		6/26/04		15
		6/30/04		19					10KSB, 10KSB/A
		12/31/04		27					10QSB
		3/15/05		10
		3/31/05		12		27			8-K, 10QSB, 4
		6/15/05		10					3, 4
		6/30/05		27					10-K
		7/1/05		10
		7/21/05		12		27
		9/30/05		2		27			10-Q
		1/1/06		13		28
		3/30/06		12		27
		5/2/06		12		28			8-K
		6/6/06		15
		6/30/06		2		30			10-K
		7/12/06		16		19
		7/14/06		31		33			8-K
		7/17/06		31		33			8-K
		8/3/06		13					8-K
		9/5/06		12		27			8-K
		9/26/06		16		30
		9/28/06		7					10-K
For The Period Ended		9/30/06		1		30			NT 10-Q
		10/1/06		12		27
		10/4/06		13		27
		11/6/06		1
		11/7/06		16		30
		11/15/06		17
		11/21/06		13		17			8-K
Filed On / Filed As Of		11/22/06		32					8-K
		12/15/06		17
		12/31/06		19		27			10-Q
		6/30/07		7		29
		9/30/07		27
		10/1/07		12		27
		11/15/07		17
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