================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2004 If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A PART I. REGISTRANT INFORMATION SUTTER HOLDING COMPANY, INC. (Full Name of Registrant) Former Name if Applicable: Shochet Holding Corporation 220 Montgomery Street, Suite 2100, San Francisco, CA 94104 (Address of Principal Executive Office, Street and Number) (Zip Code) PART II. RULES 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate) [ X ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribe due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III. NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Registrant is requesting an extension for the filing of the Quarterly Report on Form 10-Q for the period ended September 30, 2004 because the Company changed auditors late in the third quarter, and such change has delayed some of the processes necessary to be completed prior to filing. The Company will file the Quarterly Report on Form 10-Q for the period ended September 30, 2004 with completed financial statements on or before the extended due date of November 22, 2004. PART IV. OTHER INFORMATION (1) The name and telephone number of the person to contact in regard to this notification is Karen La Monte at (415) 788-1441. (2) Have all other reports required under Section 13 or 15 (d) of the Securities and Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such reports been filed? If answer is no, identify reports. / X/ Yes / / No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? / / Yes / X/ No The Registrant has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. By: /s/ William G. Knuff III ------------------------ William G. Knuff III Chief Financial Officer Date: November 15, 2004