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): July 11, 2006 (July 6, 2006)

CONTINENTAL MATERIALS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-03834	36-2274391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 South Wacker Dr., Suite 4000 Chicago, IL		60606
(Address of Principal Executive Offices)		(Zip Code)
(312) 541-7200
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2.):

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

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

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

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

Item 8.01.Other Events.

On July 6, 2006, Continental Materials Corporation (the “Company”) issued a press release updating its status with regard to American Stock Exchange continued listing standards. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Continental Materials Corporation Press Release, dated July 6, 2006.

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SIGNATURES

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.

	CONTINENTAL MATERIALS CORPORATION
	By:	/s/ Joseph J. Sum
	Name:	Joseph J. Sum
	Title:	Chief Financial Officer
Date: July 11, 2006

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EX-99.1

Exhibit 99.1

CONTINENTAL MATERIALS CORPORATION
REPORTS UPDATED STATUS OF NON-COMPLIANCE WITH AMERICAN STOCK EXCHANGE CONTINUED LISTING STANDARDS

CHICAGO, JULY 6 — Continental Materials Corporation (AMEX; CUO) today is providing an updated report on its status with regard to American Stock Exchange (“AMEX” or “Exchange”) continued listing standards. The Company previously reported that it was not in compliance with Sections 134 and 1101 of the AMEX Company Guide, specifically related to the Company’s failure to file its Annual Report on Form 10-K for its fiscal year ending December 31, 2005 and its Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2006. The Company filed its Annual Report on Form 10-K on June 30, 2006. The Company’s listing is being continued pursuant to an extension granted by the Exchange which requires the Company to file its Form 10-Q for the quarter ended April 1, 2006 with the Securities and Exchange Commission (“SEC”) by July 14, 2006. The Company expects to file its Form 10-Q by that date. The Exchange may, in its sole discretion, initiate delisting proceedings if it determines that the Company is not in compliance with the continued listing standards by July 14, 2006. Until the Company is current with its SEC filing requirements, its shares will be identified with an “LF” indicator on the Exchange’s consolidated tape.

The Company does not anticipate any revisions to the unaudited financial information for the quarter ended April 1, 2006 presented in its May 16, 2006 press release.

CAUTIONARY STATEMENT— Statements in this document that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It is important to note that many factors could cause actual results to differ materially from those projected in such forward-looking statements, including the Company’s ability to meet the filing deadlines set forth by the AMEX and the expectation that there will be no revision to the unaudited financial information for the fiscal quarter ended April 1, 2006 disclosed in a prior press release. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict, including, but not limited to, obtaining the requisite consents from the Company’s current and former auditors. Shareholders are cautioned not to put undue reliance on forward-looking statements. In addition, the Company does not have any intention or obligation to update forward-looking statements after the date hereof, even if new information, future events, or other circumstances have made them incorrect or misleading.