(Check One):  ¨ Form 10-K            ¨ Form 20-F          ¨  Form 11-K             x Form 10-Q         ¨Form N-SAR           ¨   Form N-CSR

For Period Ended:  November 30, 2008                                                                                                                                          

¨	Transition Report on Form 10-K
¨	Transition Report on Form 20-F
¨	Transition Report on Form 11-K
¨	Transition Report on Form 10-Q
¨	Transition Report on Form N-SAR
	For the Transition Period Ended:  __________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.   Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

 

PriceSmart, Inc.

Full Name of Registrant

Former Name if Applicable

 

9740 Scranton Rd.

Address of Principal Executive Office (Street and Number)

San Diego, CA  92121

City, State and 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.)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

This Form 12b-25 relates to the following exhibits to PriceSmart’s Quarterly Report on Form 10-Q for the three months ended November 30, 2008:

·	10.11  Shareholders’ Agreement dated September 29, 2008 between Pricsmarlandco, S.A. and JB Enterprises Inc.

·	10.12  Shareholder Agreement dated September 24, 2008 between Fundacion Tempus Fugit and PriceSmart Panama, S.A.

In accordance with the terms of the Agreements, PriceSmart has provided advance notice to the counterparties to these Agreements of its intention to file them as Exhibits to its Form 10-Q.  PriceSmart also has indentified for the counterparties the provisions on which it intends to seek confidential treatment.   Although the Agreements do not require counterparty approval before PriceSmart may file the Agreements as exhibits, PriceSmart wishes to provide its counterparties an opportunity to comment on its proposed redactions and has not yet received responses. 

All other portions of the Form 10-Q were filed January 9, 2009.

PART IV – OTHER INFORMATION

(1)           Name and telephone number of person to contact in regard to this notification

John Heffner, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer)	(858)	404-8813
(Name)	(Area Code)	(Telephone Number)