-----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, VbgNeJ1uOOZKPnuMdrAqhtVTLb9XafJAkyjR3zMKbnKAf7Nx3Oszbr6URoWU3slR L0YR+yEMcT6+E32M3C/OFQ== 0000763730-05-000014.txt : 20050823 0000763730-05-000014.hdr.sgml : 20050823 20050823163108 ACCESSION NUMBER: 0000763730-05-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20050823 DATE AS OF CHANGE: 20050823 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13757 FILM NUMBER: 051043950 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2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 8-K 1 form8-equity.txt FORM 8-K NASDAQ DELISTING NOTICE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2005 GALLERY OF HISTORY, INC. (Exact name of registrant as specified in its charter) 0-13757 (Commission File Number) Nevada 88-0176525 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Promenade Suite, 3601 West Sahara Avenue, 89102-5822 Las Vegas, Nevada (Address of Principal Executive Offices) (Zip Code) (702) 364-1000 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On August 18, 2005, Gallery of History, Inc. (the "Company") received a letter (the "Letter") from Nasdaq (attached hereto as Exhibit 99.1) indicating that the company does not currently comply with NASD Marketplace Rule 4310(c)(2)(B), which requires specified minimum levels of stockholders' equity, market value of listed securities, or net income from continuing operations. The letter further indicates that Nasdaq staff is reviewing the Company's eligibility for continued listing on SmallCap Market and requests that the Company provide by September 2, 2005 a specific plan to achieve and sustain compliance with listing requirements. The letter also states that, beginning 5 (five) business days after the date of the letter (August 18, 2005), the Company will be included in a list of non-compliant Nasdaq companies. The Company is in the process of formulating a plan to attempt to achieve compliance with the smallcap listing requirements and remain eligible for continued listing, which may include as a principal element, increasing stockholders' equity to above the minimum required level. The Company intends to proceed promptly with attempts successfully to implement such plan and to work cooperatively with Nasdaq staff towards that end. However, there can be no assurance that any such plan will in fact be effectuated and that the Company's present listing will be able to be maintained. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GALLERY OF HISTORY, INC. Date: August 23, 2005 By: /s/ Todd Axelrod ----------------------- Name: Todd Axelrod Title: Chief Execitive Officer EX-99 2 nasdaq.txt EXHIBIT 99.1 - LETTER FROM NASDAQ 8/18/2005 Exhibit 99.1 - ------------ NASDAQ THE NASDAQ STOCK MARKET LISTING QUALIFICATIONS DEPARTMENT 0500 BLACKWELL ROAD ROCKVILLE, MD 20850 By Facsimile and First Class Mail August 18, 2005 Mr. Rod Lynam Chief Financial Officer Gallery of History, Inc. 3601 West Sahara Avenue Las Vegas, NV 89102 Re: Gallery of History, Inc. (the "Company") Dear Mr. Lynam: Based on the Form 10-QSB for the period ended June 30, 2005, Staff determined that the Company's stockholders' equity was $2,361,681. In addition, as of August 1, 2005, Staff determined that the market value of listed securities was $9,676,692(1). Finally, the Company reported net income/ (loss) from continuing operations of ($867,446), ($621,227), and ($736,137), in its annual filings for the years ended September 30, 2004, 2003 and 2002, respectively. Accordingly, the Company does not comply with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,500,000 in stockholders' equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. Under these circumstances, Staff is reviewing the Company's eligibility for continued listing on The Nasdaq SmallCap Market. To facilitate this review, please provide on or before September 2, 2005 the Company's specific plan to achieve and sustain compliance with all The Nasdaq SmallCap Market listing requirements, including the time frame for completion of the plan. The Company is encouraged to provide any relevant documentation, including but not limited to financial projections, agreements, offering circulars, letters of intent and contracts. Staff will contact the Company after reviewing the plan and notify you if we have any questions or concerns regarding the plan. If, after the conclusion of our review process, Staff determines that the Company's plan does not adequately address the issues noted, we will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff's decision to a Nasdaq Listing Qualifications Panel. Please note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification letter within four business days(2). Accordingly, the Company should consult with counsel regarding disclosure obligations surrounding this letter under the federal securities laws. In addition, Nasdaq Mr. Rod Lynam August 18, 2005 Page 2 posts a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter. If you have any questions, please contact me at (301) 978-8039. Sincerely, /s/ Brie Charles - ----------------- Brie Charles Lead Analyst Nasdaq Listing Qualifications (1) Listed securities means securities quoted on Nasdaq or listed on a national securities exchange. The calculation is based on 5,625,984 shares outstanding as of August 1, 2005 multiplied by the closing inside bid price of $1.72. (2) See, SEC Release No. 34-49424. -----END PRIVACY-ENHANCED MESSAGE-----