-----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, KzHzQF+QDFwAknT+seVyrpuXJAaFpXOUsLwOKFqeLpdBCEfdnmvAvnPPJ4csyrkB NznnryNdkGDRwj5/VWhGKA== 0000763730-05-000010.txt : 20050815 0000763730-05-000010.hdr.sgml : 20050815 20050815160342 ACCESSION NUMBER: 0000763730-05-000010 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 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: 051026628 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2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 10QSB 1 q0605.txt FORM 10-QSB FOR QUARTER ENDED JUNE 30, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION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, 2005 [ ] 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, 2005. Part 1 - FINANCIAL INFORMATION GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ______________________________________________________________________ JUNE 30, SEPTEMBER 30, 2005 2004 (Unaudited) --------- ---------- ASSETS Cash $ 52,445 $ 59,868 Inventory of documents 6,486,789 6,562,002 Deferred tax assets 1,339,842 1,339,842 Property and equipment, net 1,192,396 1,288,830 Other assets 142,583 140,687 ---------- ---------- TOTAL ASSETS $ 9,214,055 $ 9,391,229 ========== ========== LIABILITIES Accounts payable $ 46,812 $ 95,500 Notes payable: Majority stockholder 4,231,791 3,904,791 Other 1,405,393 1,457,343 Accrued salaries due to majority shareholder 1,071,814 802,101 Other liabilities and accruals 96,564 137,479 ---------- ---------- TOTAL LIABILITIES 6,852,374 6,397,214 ---------- ---------- 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 Deficit (4,487,271) (3,854,937) Common stock in treasury, 6,309,324 shares, at cost (3,008,671) (3,008,671) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 2,361,681 2,994,015 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,214,055 $ 9,391,229 ========== ========== 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, 2005 2004 2005 2004 -------- -------- --------- --------- REVENUES $ 265,203 $ 284,436 $ 879,455 $ 872,058 COST OF REVENUES 39,695 39,742 115,699 128,070 -------- -------- --------- --------- GROSS PROFIT 225,508 244,694 763,756 743,988 -------- -------- --------- --------- OPERATING EXPENSES: Selling, general and administrative 324,768 383,767 1,078,592 1,141,251 Depreciation 24,136 36,455 81,887 118,096 -------- -------- --------- --------- TOTAL OPERATING EXPENSES 348,904 420,222 1,160,479 1,259,347 -------- -------- --------- --------- OPERATING LOSS (123,396) (175,528) (396,723) (515,359) -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense Majority stockholder (75,058) (51,641) (207,784) (149,282) Other (31,878) (33,799) (96,174) (101,997) Rental income, net 23,151 17,675 68,347 55,644 Other -- 64 -- 267 -------- -------- --------- --------- TOTAL OTHER EXPENSE (83,785) (67,701) (235,611) (195,368) -------- -------- --------- --------- LOSS BEFORE INCOME TAX BENEFIT (207,181) (243,229) (632,334) (710,727) INCOME TAX BENEFIT -- -- -- 77,023 -------- -------- --------- --------- NET LOSS $(207,181) $(243,229) $ (632,334) $ (633,704) ======== ======== ========= ========= BASIC AND DILUTED LOSS PER SHARE: $(.04) $(.04) $(.11) $(.11) ==== ==== ==== ==== 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, 2005 2004 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(632,334) $(633,704) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 103,333 140,112 Gain on disposal of property, net -- (64) (Increase) decrease in: Deferred tax assets -- (77,023) Inventory of documents 75,213 (153,804) Other assets (1,896) 11,785 (Decrease) increase in: Accounts payable (48,688) 7,880 Accrued expenses and other liabilities 228,798 259,003 -------- -------- Net cash used in operating activities (275,574) (445,815) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (6,899) (4,036) Proceeds from sale of property 518 -------- -------- Net cash used in investing activities (6,899) (3,518) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings: Majority stockholder 334,734 511,001 Other 235,000 162,000 Repayments of borrowings: Majority stockholder (7,734) (11,779) Other (286,950) (207,441) -------- -------- Net cash provided by financing activities 275,050 453,781 -------- -------- NET INCREASE (DECREASE) IN CASH (7,423) 4,448 CASH, BEGINNING OF PERIOD 59,868 2,034 -------- -------- CASH, END OF PERIOD $ 52,445 $ 6,482 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during period for interest $ 303,958 $ 251,594 ======== ======== 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, 2005, and for the three month period ended June 30, 2005 and 2004, 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 applicable to interim financial information. 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. 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. 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 2004 Annual Report on Form 10-KSB, from which the September 30, 2004 balance sheet information is derived. 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. The unique characteristic of some documents may cause them to 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, could 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 - ------------------------------- The deficit of net cash used in operating activities decreased comparing the fiscal nine month period ended June 30, 2005 to 2004 largely due to a decrease in inventory purchases and an increase in accrued salaries. Purchases of document inventory decreased 66% comparing the two fiscal nine month periods. Officer salaries continue to be accrued rather than being paid in cash. Historically, the cash flow deficiencies have been funded primarily from borrowings from the Company's bank line of credit and loans from the Company's majority stockholder and president, Todd Axelrod, which we believe will continue although he has no obligation to make them. Net cash provided by financing activities decreased 39% in the current period compared to the previous fiscal year nine month period. The Company is making an effort to improve operating results by taking steps to increase sales through its direct purchase website and other internet activity, which, combined, have become the Company's highest margin distribution channel. Because of the size and diversity of its inventory, management believes the Company is uniquely positioned to compete favorably with any firm 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 against its available line of credit, seeking additional borrowings collateralized by its documents inventory (although there can be no assurance that such financing will be obtainable on acceptable terms) and borrowing 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 November 2005. 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 the internet and its website to increase sales and profitability. The balance of the Company's sales is from repeat customers through its corporate office and consigned inventory to other auction establishments. 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 in value. As a result, as stated earlier, 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 market aggressively 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 and made available 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 changing significantly 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 effect is estimated based on management's perception of market activity and value and historical profit margins and trends. Such estimates are revisited and revised quarterly if necessary. Recent Accounting Pronouncements. In December, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), "Share- Based Payment" (SFAS 123R). SFAS 123R requires that compensation cost related to share-based employee compensation transactions be recognized in the financial statements. Share-based employee compensation transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee share purchase plans. The provisions of SFAS 123R are to be effective for the Company for the quarterly period ending March 31, 2006. Accordingly, we will implement the revised standard no later than the first quarter of fiscal year 2006, if applicable. Currently, we account for our share-based employee compensation transactions, if any, under the provisions of Accounting Principles Board Opinion No. 25, which does not necessarily require the recognition of compensation cost in the financial statements. Since no stock-based compensation was issued during the periods presented in this report, the use of this accounting method has had no effect. The effect of adoption of the new standard on future periods cannot be predicted at this time. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions". The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not presently expect to enter into any transactions during the foreseeable future that would be affected by adopting SFAS 153. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3". SFAS No. 154 replaces APB Opinion No. 20, "Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements" and changes the requirement for the accounting for and reporting of a change in accounting principles. SFAS No. 154 applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. The provisions of SFAS No. 154 will be effective for accounting changes made in the fiscal year beginning after December 15, 2005. We have not completed our evaluation or determined the impact of adopting SFAS No. 154, which may or may not be material to our results of operations in the first quarter of fiscal year 2006 and thereafter. Results of Operations - --------------------- Total revenues decreased 7% comparing the quarterly periods ended June 30, 2005 to June 30, 2004. Total revenues increased 1% comparing the fiscal nine month period ended June 2005 to June 2004. Revenues generated from the Company's internal auction decrease 37% comparing the quarterly periods and 26% comparing the nine month periods. The Company held one auction in the current quarter compared to two auctions in the previous year's comparable quarterly period. The Company is also attempting to conduct the auctions without the cost of printing and mailing a catalog but rather to display the catalog on the Company's web site. Revenues generated through the internet decreased 21% comparing the quarter ended June 30, 2005 to the quarter ended June 30, 2004. For the nine month period, revenues generated through the internet decreased 3%. The decreases are attributed to the availability of similar inventory from competitors on the internet. During the current quarter, the Company consigned inventory to an outside auction establishment. The resulting revenues generated amounted to 16% of total revenues for the current quarter or 5% of total revenues generated in the current fiscal nine month period. Cost of revenues for the three month period ended June 30, 2005 resulted in 15% of total revenues compared to 14% of total revenues for the quarter ended June 30, 2004. Total cost of revenues was 13% of total revenues for the nine month period ended June 30, 2005 compared to 15% of total revenues for the previous year nine month period. The current quarterly period incurred a slight increase in costs due to the outside auction the Company participated in. These revenues amount to 15% of total revenues generated in the current quarter, the resulting cost of revenues were 32% of total revenues. Total operating expenses decreased 17% comparing the quarterly period ended June 30, 2005 to June 30, 2004, and total expenses decreased 8% comparing the nine month period ended June 30, 2005 to the nine month period ended June 30, 2004. A large portion of the decrease in both the quarter and nine month periods resulted from not printing and mailing the Company's catalog. In the current quarterly, the Company listed its catalog on its website rather than incurring the cost of printing and mailing the catalog. In addition, the Company incurred lower general insurance premiums and a reduction in the number of employees. Depreciation costs decreased 34% comparing the quarters and 31% comparing the nine month periods due to assets becoming fully depreciated, primarily our archive and inventory software programs. Item 3. Controls and Procedures. ------------------------ Based on their evaluation, as of June 30, 2005, the Company's Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) 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. 3.1 Articles of Incorporation with Amendments 3.2 By-Laws 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b). 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 15, 2005 /s/ Todd M. Axelrod _________________ _______________________________ Todd M. Axelrod President and Chairman of the Board (Principal Executive Officer) Date August 15, 2005 /s/ Rod Lynam _________________ _______________________________ Rod Lynam Treasurer and Director (Principal Financial and Accounting Officer) EX-3 2 articles.txt EXHIBIT 3.1 - ARTICLES OF INCORPORATION WITH AMENDMENTS Exhibit 3.1 - Articles of Incorporation with Amendments ARTICLES OF INCORPORATION OF THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under and pursuant to the laws of the State of Nevada, and we do hereby certify that: I The name of this Corporation is: THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED II The principal office and place of business in Nevada of the Corporation shall be located at 520 South Fourth Street, Las Vegas, County of Clark, State of Nevada Offices for the transaction of any business of the corporation, and where meetings of the Board of Directors and of the Shareholders may be held, may be established and maintained in any other part of the State of Nevada, or in any other state, territory or possession of the United States of America, or in any foreign country. III The nature of the business and objects and purposes proposed to be transacted, promoted, or carried on by the corporation are: To display, sell, exchange and appraise historical and contemporary documents, such as autographs and manuscripts, to exhibit and sell artwork, rare books, antiques, collectibles, and to engage in any other lawful activity. IV The members of the governing board of the corporation shall be styled Directors, and the number shall NOT BE LESS THAN THREE (3), except that, in cases where all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of Directors may be less than three (3) but not less than the number of shareholders. Directors need not be shareholders, but shall be of full age and at least one shall be a citizen of the United States. The name and addresses of the first Board of Directors, which shall consist of three (3) persons and who shall hold office until their successors are duly elected and qualified are: NAME POST OFFICE ADDRESS ---- ------------------- Deanna Heling 3908 El Cederal Las Vegas, Nevada 89102 Nancy Stewart 3550 South Paradise Road Las Vegas, Nevada 89109 Patricia A. Olson 2420 Doherty Way Las Vegas, Nevada 89015 V A. This corporation is authorized to issue 2,500 shares of capital stock of no par value. B. Stock of this corporation shall not be subject to assessment. C. Shareholders shall have pre-emptive rights. VI This corporation shall have perpetual existence. VII The names and addresses of the Incorporators signing these Articles of Incorporation are as follows: NAME POST OFFICE ADDRESS ---- ------------------- Deanna Heling 3908 El Cederal Las Vegas, Nevada 89102 Nancy Stewart 3550 South Paradise Road Las Vegas, Nevada 89109 Patricia A. Olson 2420 Doherty Way Las Vegas, Nevada 89015 IN WITNESS WHEREOF, the undersigned Incorporators have executed these Articles of Incorporation this 10th day of November, 1981. /s/ Deanna Heling ----------------------- Deanna Heling /s/ Nancy Stewart ----------------------- Nancy Stewart /s/ Patricia A. Olson ----------------------- Patricia A. Olson STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On this 10th day of November, 1981, before me, the undersigned, a Notary Public in and for the County of Clark, State of Nevada, personally appeared DEANNA HELING, NANCY STEWART, and PATRICIA A. OLSON, and each and for herself, dully acknowledged to me that she is one of the persons named in and who executed the above and foregoing instrument and that she, and each of them, executed the same voluntarily and for the uses and purposes therein mentioned. /s/ Kathe Stose ------------------- Notary Public Filed Secretary of State November 10, 1981 CERTICIATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS CHARTERED A Nevada Corporation TODD M. AXELROD, President and Secretary of THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, a Nevada Corporation, does herby certify that on the 4th day of February, 1983, the Board of Directors of THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, UNANIMOUSLY PASSED A RESOLUTION AS FOLLOWS: RESOLVED, that the Articles of Incorporation of THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, a Nevada corporation, be amended so as to change the name of this Corporation to THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED. That TMA INDUSTRIES, INC., a Nevada corporation, being the sole Shareholder of the Corporation was represented by TODD M. AXELROD, duly waived notice of a meeting of the Shareholders to consider said amendment, and on the 4th day of February, 1983, at 520 South Fourth Street, Las Vegas, Nevada, at 10:00 a.m., a Special Meeting of the Shareholders of THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, was held at which time the sole Shareholder of said Corporation was present and it was unanimously RESOLVED, that the Amendment to change the name of this Corporation to THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, proposed to the Shareholder by resolution of the Board of Directors, regularly adopted by them on the 4th day of February, 1983, be, and the same is, hereby adopted and approved. IN WITNESS WHEREOF, THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS,CHARTERED, has caused this Certificate to be executed by TODD M. AXELROD, its President and Secretary, and its Corporate Seal to be hereunto affixed this 4th day of February, 1983. /s/ Todd M. Axelrod --------------------- Todd M. Axelrod President & Secretary STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On this 4th day of February, 1983, personally appeared before me, a Notary Public, in and for the County and State TODD M. AXELROD, known to me to be President and Secretary of the Corporation that executed the foregoing instrument, and upon oath, did depose and say that he is an officer of the Corporation and that the seal affixed to the instrument was made by an officer of the Corporation; and that the Corporation executed the instrument freely and voluntarily and for the uses and purposes therein mentioned. /s/ Mark Segal --------------------- Notary Public Filed with the Secretary of State February 8, 1983 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED A Nevada Corporation TODD M. AXELROD, President and Secretary of THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, a Nevada corporation does hereby certify that on the 21st day of March, 1983, the Board of Directory of THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, unanimously passed a resolution as follows: RESOLVED, that Article V of the Articles of Incorporation of the above-named Corporation be amended to read as follows: A. This Corporation is authorized to issue 10,000,000 shares of Capital stock of $.001 par value. B. Stock of this Corporation shall not be subject to assessment. C. Shareholders shall not have pre-emptive rights. That the sole Shareholder of the Corporation, to-wit: TMA INDUSTRIES, INC., a Nevada corporation, represented by TODD M. AXELROD, Director, duly waived notice of a meeting of the Shareholders to consider said amendment, and on the 21st day of March, 1983, at 520 South Fourth Street, Las Vegas, Nevada at 2:00 p.m., a Special Meeting of the Shareholders of THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED was held at which time all of the Shareholders of said Corporation were present and it was unanimously RESOLVED, that the Amendment to Article V of the Articles of Incorporation of this Corporation proposed to the Shareholders by resolution of the Board of Directors, regularly adopted by them on the 21st day of March, 1983, be, and the same is, hereby adopted and approved. IN WITNESS WHEREOF, THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, has caused this Certificate to be executed by its President and Secretary, and its Corporate Seal to be hereunto affixed this 21st day of March, 1983. /s/ Todd M. Axelrod ------------------------- Todd M. Axelrod President & Secretary STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On this 21st day of March, 1983, personally appeared before me, a Notary Public, in and for the County and State, TODD M. AXELROD, known to me to be the President and Secretary of the Corporation that executed the foregoing instrument, and upon oath, did depose and say that he is an officer of the Corporation and that the seal affixed to the instrument was made by an officer of the Corporation as indicated after the signature; and that the Corporation executed the instrument freely and voluntarily and for the uses and purposes therein mentioned. /s/ Irene T. Livingston ------------------------- Notary Public Filed Secretary of State March 24, 1983 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED THE UNDERSIGNED, being the President and Secretary of THE AMERICAN MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED, do hereby certify that on April 8, 1988 at the Annual Meeting of the Board of Directors of the corporation, a majority of the Board of Directors of the Corporation consented to the adoption of the following amendment to the Corporation's Articles of Incorporation, and on April 8, 1988 at the Annual Meeting of the Shareholders of the Corporation, the holders of more than a majority of the issued and outstanding shares of Common Stock of the Corporation adopted the following amendment to the Corporation's Articles of Incorporation as new Article VIII to said Articles of Incorporation: LIMITED LIABILITY OF OFFICERS AND DIRECTORS Except as hereinafter provided, the Officers and Directors of the Corporation shall not be personally liable to the Corporation or its Stockholders for damages for breach of fiduciary duty as a Director or Officer. This limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation of the law, or unlawful payments of dividends prohibited by the Nevada Revised Statutes. /s/ Todd M. Axelrod -------------------------- Todd M. Axelrod, President /s/ Charles Snow -------------------------- Charles Snow, Secretary STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On April 8, 1988, personally appeared before me, a Notary Public, for the State and County aforesaid, Todd M. Axelrod and Charles Snow, as President and Secretary, respectively, of The American Museum of Historical Documents, Chartered, who acknowledged that they executed the above instrument. /s/ Alan Howard Aronson -------------------------- Notary Public Filed Secretary of State May 26, 1988 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE AMERICAN MUSEUM OF HISTORYICAL DOCUMENTS, CHARTERED The undersigned, being the President and Secretary of THE AMERICAN MUSEUM OF HISTORYICAL DOCUMENTS, CHARTERED, do hereby certify that on May 21, 1990, at the Annual Meeting of the Board of directors of the Corporation, a majority of the Board of Directors of the Corporation consented to the adoption of the following resolution, and on May 21, 1990, at the Annual Meeting of the Shareholders of the Corporation, the holders of more than a majority of the issued and outstanding shares of the Common Stock of the Corporation adopted the following resolution: RESOLVED, that the Articles of Incorporation of THE AMERICAN MUSEUM OF HISTORYICAL DOCUMENTS, CHARTERED, a Nevada corporation, be amended to change the name of this Corporation to GALLERY OF HISTORY, INC. DATED, this 21st day of May, 1990. /s/ Todd M. Axelrod -------------------------- Todd M. Axelrod, President /s/ Charles Snow -------------------------- Charles Snow, Secretary STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On May 21, 1990, personally appeared before me, a Notary Public, for the State and County aforesaid, Todd M. Axelrod and Charles Snow, as President and Secretary, respectively, of The American Museum of Historical Documents, Chartered, who acknowledged that they executed the above instrument. /s/ Alan Howard Aronson --------------------------- Notary Public Filed Secretary of State May 29, 1990 EX-3 3 bylaws.txt EXHIBIT 3.2 - BYLAWS EXHIBIT 3.2 - Bylaws BYLAWS OF THE NEVADA MUSEUM OF HISTORICAL DOCUMENTS, CHARTERED ARTICLE I - OFFICES The office of the Corporation shall be located in the City, County and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF SHAREHOLDERS SECTION 1 - Annual meetings: - ----------------------------- The annual meeting of the shareholders of the Corporation shall be held within five (5) months after the close of the fiscal year of the Corporation, for the purpose of electing directors and transacting such other business as may properly come before the meeting. If the annual meeting has not been called and timely held, any shareholder may call it. SECTION 2 - Special Meetings: - ------------------------------ Special meetings of the shareholders may be called at any time by a majority of the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five (25%) percent of the shares then outstanding and entitled to vote thereat, or as otherwise required by law. SECTION 3 - Place of Meetings: - ------------------------------- All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. SECTION 4 - Notice of Meetings: - -------------------------------- (a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten (10) or more than fifty (5) days before the meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken, that would, if taken, entitle shareholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request. (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, unless he attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. SECTION 5 - Quorum; adjournment: - ---------------------------------- (a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the "Certificate of Incorporation"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. (b) Despite the absence of a quorum at any annual or special meeting of shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted which could have been transacted at the meeting as originally called if a quorum had been present. SECTION 6 - Voting: - -------------------- (a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by statute or the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one (1) vote for each share of stock registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. (d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same have been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date. ARTICLE III - BOARD OF DIRECTORS SECTION 1 - Number, Election and Term of Office: - ------------------------------------------------- (a) The number of Directors shall not be less the two (2), unless all of the outstanding shares are owned beneficially and of record by less than three (3) shareholders, in which event the number of directors shall not be less than the number of shareholders permitted by statute. (b) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election. (c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. SECTION 2 - Duties and Powers: - ------------------------------- The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders. SECTION 3 - Annual and Regular Meetings; Notice: - ------------------------------------------------- (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. (c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph (c) of such Section 4. SECTION 4 - special Meetings; Notice: - -------------------------------------- (a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof. (b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least tow (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of the Article III, need not specify the purpose of the meeting. (c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. SECTION 5 - Chairman: - ---------------------- At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside as Chairman, and in his absence, a Chairman chosen by the directors shall preside. SECTION 6 - Quorum and Adjournments: - ------------------------------------- (a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. (b) A majority of directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present. SECTION 7 - Manner of Acting: - ------------------------------ (a) At all meetings of the Board of Directors, each director present shall have one (1) vote, irrespective of the number of shares of stock, if any, which he may hold. (b) Except as otherwise provided by statute, by the Certificate of Incorporation, or by the Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, but in the case of an equality of votes, the Chairman of the Board shall have a second or deciding vote. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Members of the Board of Directors or of any Committee designated by such Board may participate in a meeting of such Board or Committee by means of a conference telephone network or similar communications method by which all persons participating in the meeting can hear each other. SECTION 8 - Vacancies: - ----------------------- Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose. SECTION 9 - Resignation: - ------------------------- Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. SECTION 10 - Removal: - ---------------------- Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least two-thirds of the outstanding shares of the Corporation at a special meeting of the shareholders called for the purpose, and may be removed for cause by action of the Board, for example, on account of a conviction of a felony or declaration by a Court Order that the director is of unsound mind. SECTION 11 - Salary: - --------------------- No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for the attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. SECTION 12 - Contracts: - ------------------------ (a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interest in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors. (b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. SECTION 13 - Committees: - ------------------------- The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, each consisting of two (2) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. ARTICLE IV - OFFICERS SECTION 1 - Number, Qualifications, Election and Term of Office: - ----------------------------------------------------------------- (a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one (1) or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the corporation. Any tow (2) or more offices, except President and Vice President may be held by the same person. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board following the annual meeting of shareholders. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal. SECTION 2 - Resignation: - ------------------------- Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. SECTION 3 - Removal: - --------------------- Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time. SECTION 4 - Vacancies: - ----------------------- A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors. SECTION 5 - Duties of Officers: - -------------------------------- (a) President - Powers and Duties: The President shall be the chief executive officer of the corporation and shall have general supervision of the business of the corporation. He shall preside at all meetings of stockholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the shareholders a report of the business of the corporation for the preceding fiscal year and shall perform whatever duties the Board of Directors may from time to time prescribe. (b) Vice President - Powers and duties: The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He also shall perform whatever duties and have whatever powers the Board of Directors may from time to time assign him. (c) Secretary - Powers and Duties: The Secretary shall attend all meetings of the directors and of the shareholders and shall keep, or cause to be kept, a true and complete record of the proceedings of those meetings. He shall keep the corporate seal of the corporation and, when directed by the Board of Directors, shall affix it to any instrument requiring it. He shall give, or cause to be given, notice of all meetings of the directors or of the shareholders and shall perform whatever additional duties the Board of Directors and the President may from time to time prescribe. (d) Treasurer - Power and Duties: The Treasurer shall have custody of corporate funds and securities. He shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the corporation in a depository or depositories designated by the Board of Directors. He shall disburse the funds of the corporation and shall render to the President or the Board of Directors, whenever they may require it, an account of his transactions as Treasurer and of the financial condition of the corporation. (e) Delegation of Duties: Whenever an officer is absent or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors. SECTION 6 - Sureties and Bonds: - -------------------------------- In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands. SECTION 7 - Shares of Other Corporations: - ------------------------------------------ Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize. SECTION 8 - Salaries: - ---------------------- The Board of Directors shall fix the salaries of the officers of the corporation. The salaries of other agents and employees of the corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated by the Board. ARTICLE V - SHARES OF STOCK SECTION 1 - Certificate of Stock: - ---------------------------------- (a) The certificate representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal. (b) No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law. (c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided. SECTION 2 - Lost or Destroyed Certificates: - -------------------------------------------- The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so. SECTION 3 - Transfer of Shares: - -------------------------------- (a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. (b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. SECTION 4 - Record Date: - ----------------------- In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty (50) days, nor less than ten (10) days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other business shall be the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available thereof, as often, in such amounts, and at such time or times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL The Corporation seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors. ARTICLE IX - AMENDMENTS SECTION 1 - By Shareholders: - ----------------------------- All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment. SECTION 2 - By Directors: - -------------------------- The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal Bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any Bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaw so adopted, amended or repealed, together with a concise statement of the changes made. ARTICLE X - INDEMNITY (a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. (b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section. (c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association. EX-31 4 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-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarter period covered by this report based on such evaluation; and c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 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 15, 2005 /s/ TODD AXELROD _______________________ Todd Axelrod Chief Executive Officer EX-31 5 q-ex312.txt EXHIBIT 31.2 - CERTIFICATION OF CFO EXHIBIT 31.2 - CERTIFICATION OF CHIEF EXECUTIVE 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-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarter period covered by this report based on such evaluation; and c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 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 15, 2005 /s/ ROD LYNAM _______________________ Rod Lynam Chief Financial Office EX-32 6 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, 2005 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 presents, in all material respects, the financial condition and results of operations of the Company. /s/ Todd Axelrod - ----------------------- Todd Axelrod Chief Executive Officer August 15, 2005 A signed original of this certification 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 7 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, 2005 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 presents, in all material respects, the financial condition and results of operations of the Company. /s/ Rod Lynam - ------------- Rod Lynam Chief Financial Officer August 15, 2005 A signed original of this certification 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. 15 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 March 31, 2005 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 presentes, in all material respects, the financial condition and results of operations of the Company. /s/ Rod Lynam - ------------- Rod Lynam Chief Financial Officer May 13, 2005 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-----