SEC Comment Letter for SUPERIOR GALLERIES INC (CIK 0001091539) — Jan 21, 2005
SUPERIOR GALLERIES INC (CIK 0001091539)
Date: Jan. 21, 2005 · CIK: 0001091539 · Accession: 0000000000-05-003320
AI Filing Summary & Sentiment
File numbers found in text: 333-119253
Letter
MAIL STOP 03-08 January 21, 2005 Mr. Paul Biberkraut, Chief Financial Officer Superior Galleries, Inc. 9478 West Olympic Boulevard Beverly Hills, CA 90212
RE: Superior Galleries, Inc. Registration Statement on Form SB-2 Commission File No. 333-119253 Amendment 2 Filed on January 11, 2005
Dear Mr. Biberkraut:
We have reviewed your amendment and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General 1. We note that on January 4, 2005 you issued 180,000 shares of common stock to an investor relations firm in exchange for services. On a supplemental basis, please provide the staff with an analysis explaining why this private issuance should not be integrated with the public offering. In addition, these 180,000 shares of common shares should not be registered for resale since the shares were not outstanding at the time the initial registration statement was filed. Please revise your registration statement accordingly.
Note 9. Contingencies
Legal Proceedings, page F-35 2. Please revise your disclosure to address whether you believe any of your litigation could have a material adverse effect on your liquidity or cash flows as well. Please refer to FAS 5 for disclosure requirements regarding contingent liabilities.
* * * *
You may contact Sondra Snyder at (202) 942-1827 or Jim Allegretto, Senior Assistant Chief Accountant, at (202) 942-1885 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Benson at (202) 942- 2824 or Ellie Quarles, Special Counsel, at (202) 942-1859 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
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<DOCUMENT> <TYPE>LETTER <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> MAIL STOP 03-08 January 21, 2005 Mr. Paul Biberkraut, Chief Financial Officer Superior Galleries, Inc. 9478 West Olympic Boulevard Beverly Hills, CA 90212 RE: Superior Galleries, Inc. Registration Statement on Form SB-2 Commission File No. 333-119253 Amendment 2 Filed on January 11, 2005 Dear Mr. Biberkraut: We have reviewed your amendment and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General 1. We note that on January 4, 2005 you issued 180,000 shares of common stock to an investor relations firm in exchange for services. On a supplemental basis, please provide the staff with an analysis explaining why this private issuance should not be integrated with the public offering. In addition, these 180,000 shares of common shares should not be registered for resale since the shares were not outstanding at the time the initial registration statement was filed. Please revise your registration statement accordingly. Note 9. Contingencies Legal Proceedings, page F-35 2. Please revise your disclosure to address whether you believe any of your litigation could have a material adverse effect on your liquidity or cash flows as well. Please refer to FAS 5 for disclosure requirements regarding contingent liabilities. * * * * You may contact Sondra Snyder at (202) 942-1827 or Jim Allegretto, Senior Assistant Chief Accountant, at (202) 942-1885 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Benson at (202) 942- 2824 or Ellie Quarles, Special Counsel, at (202) 942-1859 with any other questions you may have. Sincerely, H. Christopher Owings Assistant Director cc: Thomas Brockington, Esq. ?? ?? ?? ?? Superior Galleries, Inc. Page 2 </TEXT> </DOCUMENT>