-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IkPYZUzgdJTlh2soja7zpqcgvn/BWcZf8PyL8q2Y+Ii0090nq4cVyYJxYIaFN7e4 ei1pPbwb/sCrQ/Y5xvm5Bg== 0000763730-04-000008.txt : 20040813 0000763730-04-000008.hdr.sgml : 20040813 20040813155729 ACCESSION NUMBER: 0000763730-04-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALLERY OF HISTORY INC CENTRAL INDEX KEY: 0000763730 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 880176525 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13757 FILM NUMBER: 04974368 BUSINESS ADDRESS: STREET 1: 3601 WEST SAHARA AVE STREET 2: PROMENADE SUITE CITY: LAS VEGAS STATE: NV ZIP: 89102-5822 BUSINESS PHONE: 7023641000 MAIL ADDRESS: STREET 1: 3601 WEST SAHARA AVENUE STREET 2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 10QSB 1 r10q0604.txt FORM 10-QSB FOR QUARTER ENDED 6/30/2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-13757 GALLERY OF HISTORY, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Nevada 88-0176525 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3601 West Sahara Avenue, Las Vegas, Nevada 89102-5822 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (702) 364-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No The Registrant had 5,625,984 shares of Common Stock, par value $.0005, outstanding as of August 1, 2004. Part 1 - FINANCIAL INFORMATION GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ______________________________________________________________________ JUNE 30, SEPTEMBER 30, 2004 2003 (Unaudited) --------- ---------- ASSETS Cash $ 6,482 $ 2,034 Inventory of documents 6,457,510 6,303,706 Deferred tax assets 1,339,842 1,262,819 Property and equipment, net 1,328,969 1,465,499 Other assets 144,505 156,290 ---------- ---------- TOTAL ASSETS $ 9,277,308 $ 9,190,348 ========== ========== LIABILITIES Accounts payable $ 48,004 $ 40,124 Notes payable: Majority stockholder 3,657,577 3,158,355 Other 1,499,932 1,545,373 Accrued salaries due to majority shareholder 719,413 486,962 Other liabilities and accruals 124,625 98,073 ---------- ---------- TOTAL LIABILITIES 6,049,551 5,328,887 ---------- ---------- STOCKHOLDERS' EQUITY Common stock: $.0005 par value; 20,000,000 shares authorized; 11,935,308 shares issued 5,968 5,968 Additional paid-in-capital 9,851,655 9,851,655 Accumulated deficit (3,621,195) (2,987,491) Common stock in treasury, 6,309,324 shares, at cost (3,008,671) (3,008,671) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 3,227,757 3,861,461 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,277,308 $ 9,190,348 ========== ========== See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED ____________________________________________________________________________ THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, 2004 2003 2004 2003 -------- -------- --------- --------- REVENUES $ 284,436 $ 305,185 $ 872,058 $1,049,847 COST OF GOODS SOLD 39,742 69,166 128,070 288,528 -------- -------- --------- --------- GROSS PROFIT 244,694 236,019 743,988 761,319 -------- -------- --------- --------- OPERATING EXPENSES: Selling, general and administrative 383,767 419,118 1,141,251 1,159,494 Depreciation 36,455 42,779 118,096 127,352 -------- -------- --------- --------- TOTAL OPERATING EXPENSES 420,222 461,897 1,259,347 1,286,846 -------- -------- --------- --------- OPERATING LOSS (175,528) (225,878) (515,359) (525,527) -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense Majority stockholder (51,641) (46,356) (149,282) (136,424) Other (33,799) (35,397) (101,997) (106,087) Rental income, net 17,675 19,184 55,644 57,922 Other 64 24,392 267 26,151 -------- -------- --------- --------- TOTAL OTHER EXPENSE (67,701) (38,177) (195,368) (158,438) -------- -------- --------- --------- LOSS BEFORE INCOME TAX BENEFIT (243,229) (264,055) (710,727) (683,965) INCOME TAX BENEFIT -- 85,333 77,023 228,102 -------- -------- --------- --------- NET LOSS $(243,229) $(178,722) $ (633,704) $ (455,863) ======== ======== ========= ========= BASIC AND DILUTED LOSS PER SHARE: $(.04) $(.03) $(.11) $(.08) ==== ==== ==== ==== WEIGHTED AVERAGE SHARES OUTSTANDING 5,625,984 5,625,984 5,625,984 5,625,984 ========= ========= ========= ========= See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED __________________________________________________________________________ NINE MONTHS ENDED JUNE 30, 2004 2003 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(633,704) $(455,863) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 140,112 148,809 (Gain) Loss on disposal of property, net (64) 1,750 Common stock issued for services -- (291) (Increase) decrease in: Deferred tax assets (77,023) (228,102) Inventory of documents (153,804) 106,937 Other assets 11,785 (2,787) (Decrease) increase in: Accounts payable 7,880 6,198 Accrued expenses and other 259,003 260,588 -------- -------- Net cash used in operating activities (445,815) (162,761) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (4,036) (96,074) Proceeds from sale of property 518 -------- -------- Net cash used for investing activities (3,518) (96,074) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings: Majority stockholder 511,001 327,760 Other 162,000 375,214 Repayments of borrowings: Majority stockholder (11,779) (45,834) Other (207,441) (402,740) -------- -------- Net cash provided by financing activities 453,781 254,400 -------- -------- NET INCREASE (DECREASE) IN CASH 4,448 (4,435) CASH, BEGINNING OF PERIOD 2,034 12,494 -------- -------- CASH, END OF PERIOD $ 6,482 $ 8,059 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during period for interest $ 251,594 $ 242,511 ======== ======== See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ____________________________________________________________________________ Basis of Presentation - --------------------- The consolidated financial statements as of June 30, 2004, and for the three and nine month periods ended June 30, 2004 and 2003, included herein have been prepared by Gallery of History, Inc. and subsidiaries (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring items, necessary for a fair presentation of the results for the interim periods have been made. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's 2003 Annual Report on Form 10-KSB, from which the September 30, 2003, balance sheet information is derived. Contingency - ----------- The Company has incurred significant operating losses for the past several years. Its ability to satisfy its obligations when due has been largely dependent upon debt financing, including loans from its majority stockholder. While management believes the Company's inventory of historical documents has appreciated significantly, until sales of such documents in the ordinary course of business can be increased to a level that sustains profitable operations, additional borrowings will be needed to enable the Company to continue its business of selling historical documents to the general public. Part 1 - Item 2 Financial Information MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements - -------------------------- This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the Company's future operations and prospects, including statements that are based on current projections and expectations about the markets in which the Company operates, and management's beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words like "may", "might", "will", "expect", "anticipate", "believe", and similar expressions are intended to identify forward looking statements. Actual results could differ materially from management's current expectations. For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by the Company. Overview - -------- Gallery of History, Inc. and its 100%-owned subsidiaries (collectively the Company), acquires documents of historical or social significance and markets these documents to the general public as discussed later herein. Except for the cost of documents that are sold and certain selling expenses, most of the Company's other costs and expenses are relatively fixed. While management believes that the Company's inventory of documents has substantially appreciated, the Company has been unable to produce sufficient volume of sales to the general public and has incurred significant operating losses for the past several years. (See also discussion of the Company's operating cycle under "Critical Accounting Estimates, Policies, and Practices," below.) As a result, the Company has been (and will continue to be) dependent upon debt financing, including loans from its majority stockholder, to satisfy its obligations when due. To increase sales and gross profit and decrease selling expenses, the Company is in the process of reorganizing its methods of distribution to emphasize internet catalog sales. The following discussion highlights the progress that has been made in this regard. The Company believes, but there is no assurance, that, as sales increase through these and other efforts, profitable operations can be achieved, decreasing and eventually eliminating the Company's dependence on borrowings to finance its cash flow requirements. The unique characteristic of some documents owned may become rarer with their current market value rising significantly over time. In many instances the Company has a supply of similar documents that, if marketed simultaneously, may negatively impact market value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends to sell in a year or even aggressively market. Liquidity and Capital Resources - ------------------------------- Negative cash flows from operations incurred in the first nine months of fiscal 2004 resulted primarily from the net operating loss and purchases of additional document inventory. Document purchases increased by 56% comparing purchases in the nine month period ended June 30, 2004 to June 2003. Historically, the cash flow deficiencies have been funded primarily from borrowings from the Company's bank line of credit and from the Company's majority stockholder and president, Todd Axelrod, which are likely to continue indefinitely. The Company plans to improve operating results by taking steps to increase sales through its direct purchase website, its highest margin distribution channel. The Company has seen steady increases in the revenue produced through this outlet. Because of the size and diversity of its inventory, management feels the Company is uniquely positioned to favorably compete with any, and all, firms offering similar products. The Company continues to add much more of its available inventory to the website. The Company believes that its current and long-term cash requirements will likely be met by appropriately managing the timing and volume of new document acquisitions, generating revenues from its operations, drawing amounts under its existing line of credit, seeking additional borrowings collateralized by its documents inventory (although there can be no assurance that such financing will be obtainable on favorable terms or at all) and borrowing amounts from Mr. Axelrod as required. Mr. Axelrod has also agreed not to demand payment on amounts the Company has borrowed and, if necessary, defer his right to receive interest payments through at least October 2004. Critical Accounting Estimates, Policies and Practices - ----------------------------------------------------- Revenues. The Company recognizes revenues from document sales when title passes to the customer upon shipment. Typically, shipment does not occur until payment has been received. Shipping and handling costs and related customer charges are not significant in relation to selling prices. The Company's primary distribution channel over the past few years has been internally promoted and managed auctions to sell its documents. For each item sold through the Company's auctions, a 15% premium is charged. Recently, the Company has greatly increased its use of its website distribution channel to profitably increase sales. The balance of the Company's sales is from repeat customers through its corporate office. Inventory of documents and operating cycle. Documents in inventory are stated at cost, which is determined on a specific-identification method, not to exceed estimated market value. Management reviews the recorded cost and estimated value of the documents owned individually on a regular basis (at least quarterly) to determine the adequacy of the allowance for market value declines, if any. Management believes that any future changes in such allowance are not likely to have any material effect on the Company. Management believes that the Company's inventory of documents is generally appreciating, not depreciating, in value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends or expects to aggressively market or even sell in a year. Based on an aggregate historical cost, (not number of documents), only about one-third of the Company's documents are listed on one or more of the various distribution channels or displayed for sale. As the Company's distribution channels have changed over the years and are expected to continue to change in the future, the volume of documents marketed in any one year, or succession of years, changes significantly. For these reasons, it has been impractical for the Company to define its operating cycle and, as a result, the Company presents its balance sheet on an unclassified basis. The Company believes that this presentation better reflects the nature of the Company's business and its principal asset. Over the past several years the cost of the Company's inventory has ranged from its present level of approximately $6.5 million, which management believes is a sufficient supply of documents to provide for managing rarity and its other purposes, to roughly $7.2 million. Management has no current intention of significantly changing the composition of its inventory. Deferred tax assets. The Company provides a valuation allowance against deferred tax assets (primarily associated with tax loss carryforwards) to the extent that such tax assets are not likely to be utilized as a result of any gain on the Company's appreciated document inventory, if sold in bulk. The hypothetical gain and related tax affect is estimated based on management's perception of market activity and value and historical profit margins and trends. Such estimates are revised quarterly. Results of Operations - --------------------- Total revenues decreased 7% for the three month period ended June 30, 2004, compared to June 30, 2003, and revenues decreased 17% for the nine month period ended June 30, 2004, compared to the nine months ended June 30, 2003. The decrease in revenues resulted from the decline in the Company's catalog auction operation. Comparing the quarter periods, revenues generated from the Company's auctions decreased 37% (36% of total revenues) for the quarter ended June 30, 2004, compared to 52% the previous year quarter. For the nine month period ended June 30, 2004, these revenues decreased 38% compared to the previous year nine month period. The decision to decrease the use of auctions was based on the increasing frequency of other competitive auctions. The Company has also chosen not to consign document inventory to competing auctions in the current year as it did in the previous year. Consigned external auctions amounted to 15% of total revenues generated in the previous year period. The competitive nature of the document auction market, and the resulting decline in document values, has rendered it difficult for the Company to produce acceptable margins and, therefore, the Company has discontinued its involvement with external auctions. The Company has continued to increase its revenues generated through the Company's website. These revenues increased 34% comparing the quarter periods and increased 62% comparing the nine month periods. Internet generated revenues amounted to 49% of total revenues for both the quarter period and the nine month period ended June 30, 2004. This compares to 34% of total revenues during the quarter ended June 30, 2003 and 25% of total revenues generated in the previous year nine month period. The Company continues to enhance its websites and make available a larger selection of documents. The Company continues to realize improved margins as a result of increasing internet revenues compared to revenues generated from externally conducted auctions. Total cost of revenues as a percentage of total sales decreased 43% to 14% of net sales for the quarter ended June 30, 2004, compared to 23% of net sales for the quarter ended June 30, 2003. Total cost of revenues as a percentage of total sales decreased 56% to 15% of net sales for the nine month period ended June 30, 2004, compared to 27% of net sales for the period ended June 30, 2003. Total operating expenses decreased 9% comparing the quarter periods and decreased 2% comparing the nine month periods. Selling, general, and administrative expenses decreased 8% comparing the quarter periods and decreased 2% comparing the nine month periods. The Company realized a slight decrease in all its major expenses although it increased advertising expense with an increase in internet advertisement. Depreciation costs decreased 15% comparing the quarters and decreased 7% comparing the nine month periods due to certain assets that became fully depreciated. Item 3. Controls and Procedures. Based on their evaluation, as of a date within 90 days of the filing date of this form 10-QSB, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Part 2 - Other Information Item 1-5. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). Exhibit 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b). Exhibit 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b). (b) Reports on Form 8-K. None. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Gallery of History, Inc. _______________________________ (Registrant) Date August 13, 2004 /s/ Todd M. Axelrod _________________ _______________________________ Todd M. Axelrod President and Chairman of the Board (Principal Executive Officer) Date August 13, 2004 /s/ Rod Lynam _________________ _______________________________ Rod Lynam Treasurer and Director (Principal Financial and Accounting Officer) EX-31 3 q-ex311.txt EXHIBIT 31.1 - CERTIFICATION OF CEO EXHIBIT 31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) I, Todd Axelrod, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Gallery of History, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. the registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: August 13, 2004 /s/ TODD AXELROD _______________________ Todd Axelrod Chief Executive Officer EX-31 4 q-ex312.txt EXHIBIT 31.2 - CERTIFICATION OF CFO EXHIBIT 31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) I, Rod Lynam, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Gallery of History, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: August 13, 2004 /s/ ROD LYNAM _______________________ Rod Lynam Chief Financial Officer EX-32 5 q-ex321.txt EXHIBIT 32.1 - CERTIFICATION OF CEO EXHIBIT 32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b) In connection with the Quarterly Report of Gallery of History, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Todd Axelrod, Chief Executive Office of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presented, in all material respects, the financial condition and results of operations of the Company. /s/ Todd Axelrod - ---------------- Todd Axelrod Chief Executive Officer August 13, 2004 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-32 6 q-ex322.txt EXHIBIT 32.2 - CERTIFICATION OF CFO EXHIBIT 32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) In connection with the Quarter Report of Gallery of History, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rod Lynam, Chief Financial Office of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presented, in all material respects, the financial condition and results of operations of the Company. /s/ Rod Lynam Rod Lynam Chief Financial Officer August 13, 2004 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----