8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2006

Empire Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

DE	001-12127	22-3136782
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

ONE PARKER PLAZA FORT LEE, NJ	07024
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (201) 944-2200

(Former name or former address, if changed from last report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 15, 2006, Empire Resources, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2006. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

 

99.1 Press Release of the Company dated May 15, 2006 relating to its first quarter operating results.

 

SIGNATURE

Pursuant to 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 hereunto duly authorized.

Empire Resources, Inc.

(Registrant)

Date: May 16, 2006	By:	/s/ Sandra Kahn
		Chief Financial Officer

EXHIBIT INDEX

EX-99.1 Press Release of the Company dated May 15, 2006 relating to its first quarter operating results.

EX-99.1

Empire Resources Inc.

One Parker Plaza

Fort Lee, NJ 07024

FOR IMMEDIATE RELEASE

EMPIRE RESOURCES ANNOUNCES FIRST QUARTER OPERATING RESULTS

FORT LEE, NJ, May 15, 2006- Empire Resources, Inc. (AMEX:ERS), a distributor of value added, semi-finished aluminum products, today announced net income of $2,420,000 for the first quarter of 2006, compared to net income of $2,224,000 for the first quarter of 2005, or an increase of 9% over the prior year’s results. Net income for the quarter increased to $0.24 per share on a fully diluted basis, as compared to net income for the same period in 2005 of $0.23 per share on a fully diluted basis. Compared with the same period last year the Company reported a 24% increase in revenues from $80,014,000 in 2005 to $99,569,000 in 2006 as well as a 19% increase in gross profit from $6,674,000 in 2005 to $7,927,000 in 2006.

Empire Resources, Inc., is a distributor of a wide range of semi-finished aluminum products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada, Australia, New Zealand and Europe. It maintains supply contracts with aluminum mills in various parts of the world.

This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks include, but are not limited to, the ability of the company to grow internally or by acquisition and to integrate acquired businesses, not being able to improve operating margins and efficiencies, changing industry and competitive conditions, and other risks referred to in the Company’s registration statements and periodic reports filed with the Securities and Exchange Commission.

Contact:

David Kronfeld

917-408-1940

dkronfeld@empireresources.com

(Table Follows)

Condensed Consolidated Statement of Income

In thousands, except per share amounts

		Three Months Ended March 31,
		2006		2005
Net sales	$	99,569	$	80,014
Cost of goods sold		91,642		73,340
Gross profit		7,927		6,674
Selling, general and administrative expenses		2,625		2,556
Operating income		5,302		4,118
Interest expense		1,422		564
Income before income taxes		3,880		3,554
Income taxes		1,460		1,330
Net income	$	2,420	$	2,224
Weighted average shares outstanding:
Basic		9,752		9,599
Diluted		10,073		9,848
Earnings per share:
Basic		$0.25		$0.23
Diluted		$0.24		$0.23