UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            SCHEDULE 14A INFORMATION


                 Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934


Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
   [ ] Preliminary Proxy Statement
   [ ] Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
   [x] Definitive Proxy Statement
   [ ] Definitive Additional Materials
   [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
       240.14a-12



                              GALLERY OF HISTORY, INC.
   ------------------------------------------------------------------------
                  (Name of Registrant as Specified In Its Charter)



   ------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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       statement number, or the Form or Schedule and the date of its filing.
   (1)     Amount Previously Paid:
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                              GALLERY OF HISTORY, INC.
                              3601 West Sahara Avenue
                                  Promenade Suite
                           Las Vegas, Nevada  89102-5822
                 _______________________________________________

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                _______________________________________________

TO THE STOCKHOLDERS OF
GALLERY OF HISTORY, INC.:

 	The Special Meeting of Stockholders of the Gallery of History, Inc.
(the "Company") will be held at the Company's offices, 3601 West Sahara
Avenue, Promenade Suite, Las Vegas, Nevada 89102-5822 on January 20, 2006 at
9:00 a.m. local time for the following purposes:

	1.	To approve and authorize the amendment of the Company's
                Articles of Incorporation to authorize the issuance of up to
                4,000,000 shares of preferred stock, par value $0.0005, of
                the Company, as designated by the Board of Directors from
                time to time;

	2.	To approve and authorize the issuance of 1,615,861 shares of
                Series A Preferred Stock, par value $0.0005, with an aggregate
                liquidation preference of $3,231,772 and with such other terms
                and preferential rights designated in the Certificate of
                Designation attached hereto as Attachment B, to Todd M.
                Axelrod, the President and Chairman of the Board of Directors
                of the Company and a stockholder of the Company, in
                consideration for cancellation of $3,231,772 million in
                aggregate principal amount of indebtedness of the Company owed
                to Mr. Axelrod; and

        3.      To transact such other business as may properly come before
                the meeting and any adjournment thereof.

	All of the above matters are more fully described in the accompanying
Proxy Statement.

        Stockholders of Common Stock of the Company of record at the close of
business on December 14, 2005 will be entitled to vote at the meeting or any
adjournment thereof.

					By order of the Board of Directors,


					TODD M. AXELROD,
					Chairman of the Board
December 20, 2005

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED WITHIN THE UNITED STATES.  THE PROXY MAY BE REVOKED IN
WRITING PRIOR TO THE MEETING, OR IF YOU ATTEND THE MEETING, YOU MAY REVOKE
THE PROXY AND VOTE YOUR SHARES IN PERSON.




                              GALLERY OF HISTORY, INC.
                              3601 West Sahara Avenue
                                  Promenade Suite
                           Las Vegas, Nevada  89102-5822
                                 _________________

                                  PROXY STATEMENT
                                 _________________

	The Board of Directors presents this Proxy Statement to all
stockholders and solicits their proxies for the Special Meeting of Stockholders
to be held January 20, 2006 and any adjournment thereof (the "Meeting").  The
purposes for which the Meeting is to be held are set forth in the Notice of
Meeting on the preceding page.

        A majority of the outstanding shares of common stock, represented at
the Meeting in person or by proxy, will constitute a quorum. A broker non-vote
or a properly executed proxy marked "abstain" will be counted for the
determination as to whether a quorum is present.

	All proxies duly executed and received will be voted on all matters
presented at the Meeting in accordance with the instructions given by such
proxies.  In the absence of specific instructions, proxies so received will be
voted for the approval and authorization of the amendment to the Articles of
Incorporation of the Company and the issuance of an aggregate of 1,615,861
shares of Series A Preferred Stock to Todd M. Axelrod.  The Board of Directors
does not know of any other matters that may be brought before the Meeting.  In
the event that any other matter should come before the Meeting, the persons
named in the enclosed proxy will have discretionary authority to vote all
proxies not marked to the contrary with respect to such matter in accordance
with their best judgment.  A proxy may be revoked by delivering a written
notice of revocation to the principal office of the Company or in person at
the Meeting at any time prior to the voting thereof.  Approval and
authorization of the amendment to the Articles of Incorporation will require
vote "for" such amendment by a majority of the shares of common stock of the
Company outstanding as of December 14, 2005.  A properly executed proxy marked
"abstain" or a broker non-vote on the proposal to approve the amendment to
the Articles of Incorporation will have the effect of a negative vote on the
proposal.   Approval and authorization of the issuance of the Series A
Preferred Stock to Mr. Axelrod in consideration for cancellation of certain
outstanding indebtedness will require vote "for" such issuance by both (i) a
majority of the shares of common stock of the Company properly voted and
(ii) a majority of such shares of common stock of the Company not otherwise
beneficially owned by Mr. Axelrod.   A properly executed proxy marked
"abstain" or a broker non-vote on the proposal to approve the issuance of
Series A Preferred Stock to Mr. Axelrod will have no effect on the outcome of
the proposal.  The votes of stockholders present in person or represented by
proxy at  the Meeting will be tabulated by an inspector of election appointed
by the Company.  The Company will pay the entire expense of soliciting these
proxies, which solicitation will be by use of the mails, such mailing to take
place on or about December 20, 2005.

        There were 5,625,984 shares, including 1,313,870 shares not
beneficially owned by Mr. Axelrod, of common stock of the Company outstanding
as of December 14, 2005.  The common stock of the Company is the only class
of securities of the Company entitled to vote.  Each share has one vote.  Only
stockholders of record as of the close of business on December 14, 2005 will
be entitled to vote.  A list of stockholders entitled to vote at the Meeting
will be available at the Company's office, 3601 West Sahara Avenue, Promenade
Suite, Las Vegas, Nevada, for a period of ten days prior to the meeting for
examination by any stockholder.




          PROPOSAL NO. 1:  AMENDMENT TO THE ARTICLES OF INCORPORATION

	The Board of Directors has unanimously adopted, subject to stockholder
approval, a Certificate of Amendment to the Company's Articles of
Incorporation, attached as Appendix A (the "Certificate of Amendment"), to
authorize 4,000,000 shares of preferred stock, par value $0.0005, with such
series, rights, preferences, privileges and restrictions as may be designated
from time to time by our Board of Directors ("Proposal No. 1").   The Company's
Articles of Incorporation currently does not authorize any preferred stock of
the Company.

        Our Articles of Incorporation also authorizes 20,000,000 shares of
common stock, par value $0.0005 per share, of which 5,625,984 have been issued
and remain outstanding as of December 14, 2005.   The proposed amendment would
not change the number of authorized shares of the Company's common stock.

        If this Proposal No. 1 to amend the Company's Articles of Incorporation
to authorize 4,000,000 number of shares of preferred stock, par value $0.0005,
as designated from time to time by the Board of Directors, is approved by the
stockholders, such amendment will become effective when we file the Amendment
to the Articles of Incorporation with the Secretary of State of the State of
Nevada.  However, unless both Proposal No. 1 and Proposal No. 2 (as defined
below) are approved and adopted by the necessary number of votes "for" each
of such proposals, the Company will not file the Certificate of Amendment with
the Secretary of State of the State of Nevada.  Approval and authorization of
Proposal No. 1 will require vote "for" such amendment by a majority of the
shares of common stock of the Company outstanding as of December 14, 2005.


        Purpose of the Amendment
        ------------------------
        As of the date of this proxy statement, the Company's common stock is
listed on The Nasdaq SmallCap Market, with such listing providing a public
market in which outstanding shares of such common stock may be purchased and
sold.  On August 18, 2005, the Company received notification from The Nasdaq
Stock Market ("Nasdaq") informing the Company that the Company's eligibility
for continued listing of its common stock on the Nasdaq SmallCap Market was
being reviewed by Nasdaq (the "Notification").  Pursuant to NASD Marketplace
Rule 4310(c)(2)(B), in order for a company to continue to be qualified for
listing on The Nasdaq SmallCap Market, such company is required to (i)
maintain a minimum of $2,500,000 in stockholders' equity, (ii) maintain a
minimum of $25,000,000 market value of listed securities or (iii) have
realized a minimum of $500,000 in net income from continuing operations for
the most recently completed fiscal year or two of the three most recently
completed fiscal years.  As of the quarter ended June 30, 2005, the Company's
stockholders' equity was $2,361,681.  In addition, as of August 1, 2005, the
market value of the Company's common stock listed on The Nasdaq SmallCap
Market was $9,675,000.  Furthermore, the Company reported net losses from
continuing operations during each of the last three completed fiscal years.

        In response to the Notification, the Company submitted to Nasdaq a
Continued Listing Requirement Compliance Plan on September 7, 2005 (the
"Response") under which (i) Todd M. Axelrod proposed to waive $564,000 in
accrued but unpaid salary payable by the Company to Mr. Axelrod (which waiver
resulted in an increase in the Company's stockholders' equity by $564,000),
(ii) Pamela Axelrod proposed to waive $140,000 in accrued but unpaid salary
payable by the Company to Mrs. Axelrod (which waiver resulted in an additional
increase in the Company's stockholders' equity by $140,000), and (iii) the
Company and Mr. Axelrod have agreed to cancel $3,231,722 ("Debt Cancellation")
in loans previously made by Mr. Axelrod to the Company, subject to stockholder
approval, in consideration for the issuance of 1,615,861 shares of Series A
Preferred Stock of the Company with an aggregate liquidation preference of
$3,231,722 ("Stock Issuance") (which Debt Cancellation in consideration for
Stock Issuance would result in an additional increase in the Company's
stockholders' equity by $3,231,722).  See "Proposal No. 2:  Stock Issuance
in Consideration for Debt Cancellation" for more information on the Debt
Cancellation and the Stock Issuance, including the proposed preferences,
privileges and restrictions pertaining to such Series A Preferred Stock.  On
October 11, 2005, Nasdaq approved the Response, and both Mr. and Mrs. Axelrod
waived the accrued salaries noted above.  Following the waiver of such accrued
salaries, the Company's stockholders' equity was $2,879,200.  Because the
Company's operations generate net losses and negative cash flow, the Company's
stockholders' equity is expected once again to fall below the minimum
requirement under NASD Market Place Rule within approximately five (5) months
unless the Debt Cancellation is effectuated in consideration for the Stock
Issuance.  However, in the event that both Proposal No. 1 and Proposal No. 2
are approved, and the Debt Cancellation is effectuated, the Company's
stockholders' equity would be in excess of $5,800,000, significantly above
the $2,500,000 minimum requirement.

        Because the Company's ability to consummate the Stock Issuance to
effectuate the Debt Cancellation is dependent on the approval of both
Proposal No. 1 and Proposal No. 2 from the stockholders of the Company,
failure to obtain such approvals will result in the Debt Cancellation not
being consummated and may result in the shares of common stock of the Company
becoming delisted from the Nasdaq SmallCap Market.  In the event of such
delisting, there will be no public market for the shares of common stock of
the Company, and the liquidity of the outstanding shares of common stock of
the Company would be adversely affected.

        In the event that both Proposal No. 1 and Proposal No. 2 are approved
and following the subsequent designation and issuance of 1,615,861 shares of
Series A Preferred Stock in the Stock Issuance, there will be 2,384,139 shares
of preferred stock authorized under our Articles of Incorporation that would
remain undesignated and unissued.  We believe that it is advisable and in the
best interests of the stockholders to have available additional unissued shares
of preferred stock authorized.  The Company currently does not have any
specific plans to designate or issue such additional 2,384,139 shares of
preferred stock.  However, such shares will provide additional flexibility to
use the Company's capital stock for business and financial purposes in the
future. The additional shares may be used for various purposes, including
raising capital, expanding the Company's business or product lines through
acquisition of other businesses or products, or reducing the Company's debt
liability.

        Although the Series A Preferred Stock will not have any voting rights,
because such Preferred Stock will be convertible into shares of common stock
of the Company, the authorization of the preferred stock and the issuance of
the Series A Preferred Stock could have a dilutive effect on earnings per share
and could dilute a stockholders' percentage voting power in the Company.  See
"Proposal No. 2:  Stock Issuance in Consideration for Debt Cancellation."
Furthermore, although an increase in the authorized shares of our capital
stock could, under certain circumstances, also be construed as having an
anti-takeover effect (for example, by permitting easier dilution of the stock
ownership of a person seeking to effect a change in the composition of the
Board of Directors or contemplating a tender offer or other transaction
resulting in the acquisition of the Company by another company), the proposed
increase is not in response to any effort by any person or group to accumulate
the Company's stock or to obtain control of the Company by any means. In
addition, the proposal is not part of any current plan by the Board of
Directors to recommend or implement a series of anti-takeover measures or any
other corporate transactions.


        Votes Necessary for Approval
        ----------------------------
        A majority of the shares of common stock outstanding as of December 14,
2005 voting "for" Proposal No. 1 will be required for approval and adoption of
Proposal No. 1.  Mr. Axelrod, who beneficially owns the number of shares
necessary for approval and adoption of Proposal No. 1, intends to vote "for"
Proposal No. 1.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO AUTHORIZE 4,000,000 SHARES OF PREFERRED
STOCK OF THE COMPANY.





    PROPOSAL NO. 2:  STOCK ISSUANCE IN CONSIDERATION FOR DEBT CANCELLATION

	In connection with the Notification and as provided in our Response
to Nasdaq, the Board of Directors has unanimously approved, subject to
stockholder approval, (i) the Stock Issuance to Mr. Axelrod in consideration
for the Debt Consideration, including the rights, preferences, privileges and
restrictions corresponding to the Series A Preferred Stock, as set forth in
the Certificate of Designation, attached hereto as Appendix B, and (ii) the
issuance of shares of common stock upon conversion, if any, of such Series A
Preferred Stock.

        If this Proposal No. 2 to (i) consummate the Stock Issuance with Todd
M. Axelrod,  in consideration for the Debt Cancellation and (ii) issue shares
of common stock upon conversion, if any, of Series A Preferred Stock issued
in the Stock Issuance, and  Proposal No. 1 are approved by the stockholders,
the Company will file the Certificate of Designation with the Secretary of
State of the State of Nevada.  Adoption of Proposal No. 2 will be an approval
and adoption of the Stock Issuance for the Debt Cancellation and the issuance
of shares of common stock issuable upon conversion of the Series A Preferred
Stock.  Approval and authorization of Proposal No. 2 will require vote "for"
such amendment by a majority of the shares of common stock of the Company
properly voting at the Meeting, including a majority of such shares not
otherwise beneficially owned by Mr. Axelrod.


        Purpose of Stock Issuance in Consideration for Debt Cancellation
        ----------------------------------------------------------------
        As of the date of this proxy statement, the Company's common stock is
listed on The Nasdaq SmallCap Market, with such listing providing a public
market in which outstanding shares of such common stock may be purchased and
sold.  On August 18, 2005, the Company received the Notification from Nasdaq.
Pursuant to NASD Marketplace Rule 4310(c)(2)(B), in order for a company to
continue to be qualified for listing on The Nasdaq SmallCap Market, such
company is required to maintain a minimum of $2,500,000 in stockholders'
equity, maintain a minimum of $25,000,000 market value of listed securities
or have realized a minimum of $500,000 in net income from continuing operations
for the most recently completed fiscal year or two of the three most recently
completed fiscal years.  As of the quarter ended June 30, 2005, the Company's
stockholders' equity was $2,361,681.  In addition, as of August 1, 2005, the
market value of the Company's common stock listed on The Nasdaq SmallCap
Market was $9,675,000.  Furthermore, the Company reported net losses from
continuing operations during each of the last three completed fiscal years.

        In response to the Notification, the Company submitted to Nasdaq a
Continued Listing Requirement Compliance Plan on September 7, 2005 under which
(i) Todd M. Axelrod proposed to waive $564,000 in accrued but unpaid salary
payable by the Company to Mr. Axelrod (which waiver resulted in an increase in
the Company's stockholders' equity by $564,000) ("Mr. Axelrod Salary Waiver"),
(ii) Pamela Axelrod proposed to waive $140,000 in accrued but unpaid salary
payable by the Company to Mrs. Axelrod (which waiver resulted in an additional
increase in the Company's stockholders' equity by $140,000) ("Mrs. Axelrod
Salary Waiver"), and (iii) the Company and Mr. Axelrod have agreed to cancel
$3,231,722 in loans previously made by Mr. Axelrod to the Company to fund the
Company's operations in consideration for the issuance of 1,615,861 shares of
Series A Preferred Stock of the Company (which Debt Cancellation in
consideration for Stock Issuance would result in an additional increase in the
Company's stockholders'equity by $3,231,722).  On October 11, 2005, Nasdaq
approved the Response, and both Mr. and Mrs. Axelrod waived the accrued
salaries noted above.  Following the waiver of such accrued salaries, the
Company's stockholders' equity was $2,879,200.  Because the Company's
operations generate net losses and negative cash flow, the Company's
stockholders' equity is expected once again to fall below the minimum
requirement under NASD Market Place Rule within approximately five (5) months
unless the Debt Cancellation is effectuated in consideration for the Stock
Issuance.  However, in the event that both Proposal No. 1 and Proposal No. 2
are approved, and the Debt Cancellation is effectuated, the Company's
stockholders' equity would be in excess of $5,800,000, significantly above
the $2,500,000 minimum requirement.

        Because the Company's ability to consummate the Stock Issuance to
effectuate the Debt Cancellation is dependent on the approval of both
Proposal No. 1 and Proposal No. 2 from the stockholders of the Company,
failure to obtain such approvals will result in the Debt Cancellation not
being consummated and may result in the shares of common stock of the Company
becoming delisted from the Nasdaq SmallCap Market.  In the event of such
delisting, there will be no public market for the shares of common stock of
the Company, and the liquidity of the outstanding shares of common stock of
the Company would be adversely affected.


        Debt Cancellation
        -----------------
        The Company has borrowed funds from Mr. Axelrod, who is the President
and Chairman, and a stockholder, of the Company, necessary to finance the
operations of the Company ("Borrowed Funds") since the operations of the
Company was generating net losses and negative cash flow.  As of August 18,
2005, the aggregate principal amount of such funds borrowed by the Company to
fund its operations was $3,231,722.  Such Borrowed Funds had previously accrued
interest at a variable rate equal to the interest rate Mr. Axelrod paid on his
personal line of credit.  As of September 1, 2005, the rate at which such
Borrowed Funds accrued interest was reduced to 3%.  The Borrowed Funds are
payable upon demand.

        The Debt Cancellation will not result in a cancellation of a
promissory note due November 1, 2006 in an amount of $1,000,000 issued by the
Company to Mr. Axelrod, the funds from which the Company used to reduce its
outstanding bank line of credit, or any additional Borrowed Funds made
available by Mr. Axelrod after August 18, 2005.


        Description of the Series A Preferred Stock and the Stock Issuance;
        Interest of Mr. Axelrod
        -------------------------------------------------------------------
        In the event that both Proposal No. 1 and Proposal No. 2 are approved
by the stockholders of the Company, Mr. Axelrod will receive 1,615,861 shares
of Series A Preferred Stock with an aggregate liquidation preference of
$3,231,722 or the amount of the Borrowed Funds proposed to be cancelled.  Mr.
Axelrod is the President and Chairman, and a stockholder, of the Company.

        The Series A Preferred Stock will be entitled to a semi-annual
dividend, which dividend right will have preferential right over any dividend
declared on the shares of common stock, with such semi-annual dividend based
on an annual rate of 3% of the aggregate amount of the liquidation preference
for such Series A Preferred Stock.

        The Series A Preferred Stock will not have any voting rights.  In
addition, the Series A Preferred Stock will not have a maturity date.

        Upon liquidation of the Company, the holders of Series A Preferred
Stock will have preferential right to receive payment from the net proceeds
of such liquidation up to the amount equal to the aggregate amount of the
liquidation preference.  After the amount of such liquidation preference is
paid to the holders of Series A Preferred Stock, the Series A Preferred Stock
will not be entitled to share in the remaining net proceeds from such
liquidation with the Common Stock.

        At any time, the holder of the Series A Preferred Stock will have the
right to convert such preferred stock into shares of common stock, at a
conversion price equal to $2.00 per share, with such conversion price subject
to anti-dilution protection, including adjustment of the conversion price for
stock splits, stock issuance, and stock dividends and for non-exempt issuance
of common stock at a per share consideration less than the conversion price of
the Series A Preferred Stock that are not otherwise approved by the holder of
a majority of the Series A Preferred Stock.


        Reasons for Approval by the Board of Directors
        ----------------------------------------------
        In determining to approve the Stock Issuance in consideration for the
Debt Cancellation, the Board of Directors considered that (i) the transaction
was approved unanimously by the Board of Directors, including each of the
independent members of the Board of Directors, (ii) the liquidation preference
is equal to the amount of the indebtedness that is being cancelled, (iii)
unlike the indebtedness being cancelled, the liquidation preference on the
Series A Preferred Stock is not payable upon demand, which, considering the
negative cash flow generated by the operations of the Company, was beneficial
to the Company, (iv) the conversion price of $2.00 per share is materially
higher than the $1.50 closing trading price per share of the common stock of
the Company on September 22, 2005, the trading day prior to the date of
approval of the Stock Issuance in consideration for the Debt Cancellation by
the Board, and (v) the approval of the transaction was conditioned upon
receipt of vote "for" Proposal No. 2 by the holders of majority of the shares
of common stock of the Company not otherwise beneficially owned by Mr. Axelrod.
Furthermore, in the event that the Debt Cancellation is not effectuated in
consideration for the Stock Issuance, the Company's stockholders' equity is
expected once again to fall below the minimum threshold necessary for
continued listing on The Nasdaq SmallCap Market within approximately five (5)
months because the Company's operations generates net losses and negative
cash flow.  Any such delisting will result in significant reduction in
liquidity of the shares of common stock of the Company held by the stockholders
of the Company.  The sole consideration for the Stock Issuance was the Debt
Cancellation, and the Stock Issuance is not intended as compensation for Mr.
Axelrod.  Furthermore, Mr. Axelrod's Salary Waiver and Mrs. Axelrod's Salary
Waiver were not conditioned upon the Stock Issuance or the approval of either
of Proposal No. 1 or Proposal No. 2 by the stockholders.


        Votes Necessary for Approval
        ----------------------------
        A majority of the shares of common stock properly voting at the
Meeting, and a majority of such outstanding shares of common stock not
otherwise beneficially owned by Mr. Axelrod, voting "for" Proposal No. 2
will be required for approval and adoption of Proposal No. 2.  Mr. Axelrod,
who beneficially owns a majority of the outstanding shares of common stock,
intends to vote "for" Proposal No. 2.

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE STOCK
  ISSUANCE IN CONSIDERATION FOR THE DEBT CANCELLATION.





                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        The following table sets forth certain information, as of December 1,
2005, pertaining to ownership of the Company's common stock by those persons
known to the Company to be the beneficial and record owners of more than five
percent of the common stock of the Company, by each director and nominee of
the Company and by all officers and directors of the Company as a group:

        Name of Beneficial              Number of            Percent
        Holder (1) (2)                   Shares              of Class
        ------------------              ---------            --------

        Todd M. Axelrod (3)(5)          4,312,114               76.7%

        Rod Lynam                             210                 (4)

        Pamela Axelrod (3)(5)           4,312,114               76.7%

        Dr. Michael Rosenman                    0                 (4)

        Glen Olnick (6)                    30,707                 (4)

        Leo Berezan                        35,690                 (4)

        Gerald Newman                     493,000                8.8%
        17161 Coral Cove Way
        Boca Raton, FL 33496

        All officers and directors      4,378,721               77.8%
        as a group (5 persons)
_______________________________

(1)	The address of each director and nominee, except where otherwise
        indicated is: c/o Gallery of History, Inc., 3601 West Sahara Avenue,
        Promenade Suite, Las Vegas, Nevada 89102-5822.

(2)	Except as otherwise noted below, the individuals referred to above
        have sole voting and investment power in regard to their common Stock.

(3)	Includes 2,059,022 shares of Common Stock owned of record and
        beneficially by Pamela Axelrod, Mr. Axelrod's wife, for which Mr.
        Axelrod has been appointed proxy (as discussed in Note (5) below).
        Pursuant to a tentative settlement agreement between Mr. Axelrod and
        Mrs. Axelrod, which agreement is subject to approval from a divorce
        court, Mrs. Axelrod will transfer ownership of such 2,059,022 shares
        of Common Stock to Mr. Axelrod.  Excludes 204 shares of Common Stock
        owned of record and beneficially by Ruth Canvasser, Mr. Axelrod's
        mother, as to which Mr. and Mrs. Axelrod disclaim beneficial ownership.

(4)	Less than 1%.

(5)	Pamela Axelrod has appointed Todd Axelrod her proxy with full power of
        substitution, to vote all of her 2,059,022 shares and to give all
        consents on all matters that Mrs. Axelrod may be entitled to vote or
        consent to at any meeting of the stockholders of the Company or under
        any other circumstance where a vote or consent of stockholders is
        required.  Pursuant to a tentative settlement agreement between Mr.
        Axelrod and Mrs. Axelrod, which agreement is subject to approval from
        a divorce court, Mrs. Axelrod will transfer ownership of such 2,059,022
        shares of Common Stock to Mr. Axelrod.   Includes 2,253,092 shares
        owned of record and beneficially by Todd Axelrod (see Note (3) above).

(6)	Includes 30,707 shares of common stock owned of record and beneficially
        by Mr. Olnick's wife.




                              EXPENSES AND SOLICITATION
        In addition to soliciting proxies by mail, the Company may make
requests for proxies by telephone, telegraph or messenger or by personal
solicitation by officers, directors, or employees of the Company, or by any
one or more of the foregoing means.  The Company will also reimburse brokerage
firms and other nominees for their actual out-of-pocket expenses in forwarding
proxy materials to beneficial owners of the Company's shares.  All expenses in
connection with such solicitation are to be paid by the Company.


                               ADJOURNMENT OF MEETING
        In the event that sufficient votes in favor of Proposal No.1 or
Proposal No. 2 are not received by January 20, 2006, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of the shares present in person or by proxy at the session
of the meeting to be adjourned.  The Company will pay the costs of any
additional solicitation and of any adjourned meetings.


                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        Piercy Bowler Taylor & Kern, Certified Public Accountants and Business
Advisors, a Professional Corporation ("Piercy") is the Company's independent
auditor.  The Company does not expect representatives of Piercy to be
present at this special meeting of the stockholders of the Company.


                                  OTHER MATTERS
        The Board of Directors knows of no other matters to be brought before
the special meeting. If any other matters are properly brought before the
special meeting, the persons appointed in the accompanying proxy intend to
vote the shares represented thereby in accordance with their best judgment on
such matters, under applicable laws.


                              STOCKHOLDER PROPOSALS
        Proposals of stockholders of the Company which are intended to be
presented at the Company's next Annual Meeting, including nominations for
directors, must be received by the Company no later than April 25, 2006 and
must satisfy the requirements of Rule 14a-8 of Regulation 14A under the
Securities and Exchange Act.  All such stockholder proposals and nominations
should be submitted to the Company's president as follows:  Mr. Todd Axelrod,
Gallery of History, Inc., 3601 West Sahara Avenue, Promenade Suite, Las Vegas,
Nevada 89102-5822, Attention: Stockholder Communication.  With respect to the
Annual Meeting of Stockholders for 2005, under Rule 14a-4 of Regulation 14A,
the Company may exercise discretionary voting authority under proxies it
solicits for that meeting to vote on any matter not specified in the proxy
unless the Company is notified about the matter no later than July 10, 2006
and the stockholder satisfies the other requirements of Rule 14a-4(c).


                           INCORPORATION BY REFERENCE
         In the Company's filings with the SEC, information is sometimes
"incorporated by reference." This means that the Company is referring you to
information that has previously been filed with the SEC, so the information
should be considered as part of the filing you are reading.  This proxy
statement incorporates by reference the Company's Annual Report on Form 10-KSB
for the year ended September 30, 2004, as amended by Amendment to Annual Report
on Form 10-KSB/A, and the Company's Quarterly Reports on Form 10-QSB for the
fiscal periods ended December 31, 2004, March 31, 2005, and June 30, 2005,
each of which contains important information about the Company and the
Company's financial condition that is not set forth in this proxy statement.
A copy of the Company's Annual Report on Form 10-KSB, the Company's Amendment
to Annual Report on Form 10-KSB/A, and the Company's Quarterly Reports on
Form 10-QSB have been filed with the SEC and may be accessed from the SEC's
homepage (www.sec.gov).




                                     By Order of the Board of Directors

                                               TODD M. AXELROD
                                               Chairman of the Board

Dated: December 20, 2005
Las Vegas, Nevada





                                   APPENDIX A

                CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION



                CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                -----------------------------------------------------
                        FOR NEVADA PROFIT CORPORATIONS
                        ------------------------------

            (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)

1. Name of corporation:

THE GALLERY OF HISTORY, INC.


2. The articles have been amended as follows (provide article numbers,
   if available);


Paragraph A of Article V of the Articles of Incorporation of The Gallery of
History, Inc. is amended by deleting in its entirety and replacing it with
the following:

    A.   This Corporation is authorized to issue (i) 20,000,000 shares of
      Common Stock, par value $0.0005 per share (the "Common Stock"), and
      (ii) 4,000,000 shares of Preferred Stock, par value $0.0005 per share,
      which may be issued in one or more series at the discretion of the
      Board of Directors (the "Preferred Stock").  The Board of Directors
      is hereby vested with authority to fix by resolution or resolutions
      the designations and the powers, preferences and relative,
      participating, optional or other special rights, and qualifications,
      limitations or restrictions thereof, including without limitation the
      dividend rate, conversion or exchange rights, redemption price and
      liquidation preference, of any series of shares of Preferred Stock,
      and to fix the number of shares constituting any such series, and to
      increase or decrease the number of shares of any such series (but not
      below the number of shares thereof then outstanding).  In case the
      number of shares of any such series shall be so decreased, the shares
      constituting such decrease shall resume the status which they had
      prior to the adoption of the resolution or resolutions originally
      fixing the number of shares of such series.   All shares of any one
      series shall be alike in every particular except as otherwise provided
      by these Articles of Incorporation or the Nevada Revised Statues.


3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is: ______
(____%).


4. Effective date of filing (optional): ________________ (must not be later
than 90 days after the certificate is filed)


5. Officer Signature (required):  ___________________







                                   APPENDIX B


                           CERTIFICATE OF DESIGNATION



                           Certificate of Designation
                         For Nevada Profit Corporations




                            (Pursuant to NRS 78.1955)




1. Name of Corporation:


GALLERY OF HISTORY, INC.



2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following
regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class or series of stock:



1,615,861 Series A Convertible Preferred Stock, par value $0.0005 per share
(Please see attached supplement).



3. Effective date of filing (optional):  [_______________]



4.  Officer Signature:



_________________________________



Filing Fee:  $175.00




              CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                            GALLERY OF HISTORY, INC.




GALLERY OF HISTORY, INC. (the "Corporation"), a corporation organized and
existing under the Nevada Revised Statutes, does hereby certify that, pursuant
to authority conferred upon the Board of Directors of the Corporation by the
Articles of Incorporation, as amended, of the Corporation, and pursuant to the
Nevada Revised Statutes, the Board of Directors of the Corporation, at a
meeting duly held, adopted resolutions (i) authorizing a series of the
Corporation's authorized preferred stock, $0.0005 par value per share, and
(ii) providing for the designations, preferences and relative, participating,
optional or other rights, and the qualifications, limitations or restrictions
thereof of 1,615,861 shares of Series A Convertible Preferred Stock, $0.0005
par value of the Corporation, as follows:


Section 1.      Designation and Amount.  The Series A Convertible Preferred
Stock, $0.0005 par value per share (the "Series A Preferred Stock"), shall
consist of 1,615,861 shares and will have the designations, preferences,
voting powers and privileges set forth below. Subject to Section 7 hereof,
the number of shares of Series A Preferred Stock may be increased or decreased
by a resolution duly adopted by the Board of Directors of the Corporation and
by the filing of an amendment to this Certificate of Designation pursuant to
the provisions of the Nevada Revised Statutes stating that such increase or
decrease has been so authorized.


Section 2.	Dividends.

	(A)  Preferred Stock Dividend Preference.  The holders of Series A
Preferred Stock, in preference to the holders of Common Stock, $0.0005 par
value per share (the "Common Stock"), shall be entitled to receive, but only
out of any funds legally available for the declaration of dividends,
referential dividends payable as provided in paragraph (B) below of this
Section 2.  Dividends on shares of Series A Preferred Stock shall accrue from
the date of issuance of such shares of Series A Preferred Stock, and shall
accrue from day to day thereafter. No dividends or distributions (other than
dividends or distributions on Common Stock payable in Common Stock) shall be
paid upon, or declared or set apart for, the Common Stock, nor shall any
Common Stock be purchased, redeemed, retired, or otherwise acquired by the
Corporation, unless and until all dividends then owed on the then outstanding
shares of Series A Preferred Stock have been paid in full.

	(B)  Payment of Series A Preferred Stock Dividends. Dividends on each
outstanding share of Series A Preferred Stock shall be payable semi-annually,
in arrears and in cash, beginning on the date that is six months from the date
of issuance of such share of Series A Preferred Stock and every subsequent
six-month period thereafter, at an annual rate of 3% of the Liquidation
Amount (as defined) of such share; provided, however, that if the funds
legally available to pay such accrued dividend when due is insufficient, the
Company shall distribute on the applicable dividend payment date the amount of
such funds that are legally available for distribution to the holders of the
Series A Preferred Stock on a pro-rata basis, and, provided, further, that, if
any such dividend is not fully paid when due, the amount of such dividend that
remains unpaid when due shall accumulate and be added to the Liquidation
Amount of the corresponding shares of Series A Preferred Stock.

	(C)  Common Stock. Subject to paragraphs (A) and (B) above of this
Section 2, (i) dividends may be declared and paid on Common Stock, and
(ii) Common Stock may be purchased, retired, or otherwise acquired, in either
case when and as determined by the Board of Directors, out of any funds
legally available for such purposes.


Section 3.	Preference on Liquidation.

	(A)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (a "Liquidation"), the holders of
shares of the Series A Preferred Stock then outstanding shall be entitled to
be paid, out of the assets of the Corporation available for distribution to
its shareholders, whether from capital, surplus or earnings, before any
payment shall be made in respect of the Common Stock, an amount initially
equal to $2.00 per share of Series A Preferred Stock plus all unpaid dividends
accumulated and added to the Liquidation Preference pursuant to Section 2(A)
hereof (the "Liquidation Preference"), plus all accrued and unpaid dividends
as set forth above in Section 2(A) hereof, with respect to such series to the
date fixed for distribution.  If, upon a Liquidation, the Corporation pays
less than the total Liquidation Amount to holders of shares of Series A
Preferred Stock, such payments shall be distributed pro rata on a
share-by-share basis among all shares of Series A Preferred Stock at the time
outstanding. Upon Liquidation, the Corporation shall not make any dividends
or distributions to holders of Common Stock until it has paid the total
Liquidation Amount plus all accrued but unpaid dividends to each holder of
shares of Series A Preferred Stock.

	(B)  After setting apart or paying in full the preferential amounts
due the holders of Series A Preferred Stock, such holders will not be entitled
to any further participation in any distribution of assets of the Corporation.


Section 4.	Voting.  Except as provided in this Certificate of Designation
or otherwise required by law, no holder of shares of Series A Preferred Stock
shall be entitled to vote on any matter presented to shareholders for a vote.
If a vote of the holders of Series A Preferred Stock is required by law, each
holder of Series A Preferred Stock shall be entitled to the number of votes
equal to the number of shares of Common Stock into which such shares of Series
A Preferred Stock could be converted on the record date for the vote or
consent of shareholders and shall have voting rights and powers equal to the
voting rights and powers of the Common Stock. The holder of each share of
Series A Preferred Stock shall be entitled to notice of any shareholders'
meeting in accordance with the Bylaws of the Corporation. Fractional votes by
the holders of Series A Preferred Stock shall not, however, be permitted and
any fractional voting rights resulting from the above formula (after
aggregating all shares into which shares of Series A Preferred Stock held by
each holder could be converted) shall be rounded up to the nearest whole
number.

Section 5.	Conversion.  The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

	(A)  Each share of Series A Preferred Stock shall be convertible, at
the option of the holder thereof, at any time and from time to time after the
date of issuance of such share at the office of the Corporation or any
transfer agent for the Series A Preferred Stock, into Common Stock as more
fully described below. The number of fully paid and nonassessable shares of
Common Stock into which each share of Series A Preferred Stock may be
converted shall be determined by dividing the Liquidation Amount for such
shares of Series A Preferred Stock by the Conversion Price (as hereinafter
defined) in effect at the time of conversion.  The "Conversion Price" shall
initially be $2.00, subject to adjustment as provided in Section 5(D) below.

	(B)  No fractional shares of Common Stock shall be issued upon
conversion of the Series A Preferred Stock, and any shares of Series A
Preferred Stock surrendered for conversion which would otherwise result in a
fractional share of Common Stock shall, at the sole option of the Corporation,
(i) be redeemed for the then fair market value thereof as determined by the
Corporation's Board of Directors, payable as promptly as possible whenever
funds are legally available therefor or (ii) be rounded up to the nearest
whole number. If more than one share of Series A Preferred Stock is surrendered
for conversion at any one time by the same holder, the number of full shares of
Common Stock to be issued upon conversion shall be computed on the basis of the
aggregate number of shares of Series A Preferred Stock so surrendered.

	(C)  Before any holder of Series A Preferred Stock shall be entitled to
convert the same into shares of Common Stock, it shall surrender the
certificate or certificates therefor at the office of the Corporation or of
any transfer agent for the Series A Preferred Stock, and shall give written
notice of election, substantially in the form attached hereto as Exhibit A,
to the Corporation at such office that it elects to convert the same and
shall state therein the name or names in which it wishes the certificate or
certificates for shares of Common Stock to be issued.  If required by the
Corporation, certificates surrendered for conversion shall be endorsed by the
registered holder or his or its attorney duly authorized in writing.  The
Corporation shall, as soon as practicable thereafter, issue and deliver at
such office to such holder of Series A Preferred Stock, or to its nominee or
nominees, a certificate or certificates for the number of shares of Common
Stock to which it shall be entitled as aforesaid.  Such conversion shall be
deemed to have been made immediately prior to the close of business on the
date of such surrender of the shares of Series A Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.  If the
number of shares of Series A Preferred Stock represented by the certificate
for Series A Preferred submitted is greater than the number of shares of
Series A Preferred Stock being converted, then the Corporation shall, as soon
as practicable and in no event later than the date of delivery of the shares
of Common Stock issuable upon such conversion and at the Corporation's
expense, issue and deliver to such holder a new certificate for Series A
Preferred Stock representing the number of shares of Series A Preferred Stock
not converted.

	(D)  Adjustment of Number of Shares and Conversion Price.  The
Conversion Price and the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock shall be subject to adjustment
from time to time as provided in this Section 5(D):

             (i)    Issuance of Additional Shares of Common Stock.  If the
Corporation issues or sells any shares ("Additional Shares") of Common Stock
for a consideration per share less than the Conversion Price, the Conversion
Price shall be adjusted to the price calculated by multiplying the Conversion
Price in effect immediately before the issuance of the Additional Shares by a
fraction:

                  A.  the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to the issuance of such Additional
Shares plus the number of shares of Common Stock which the aggregate
consideration for the total number of such Additional Shares so issued would
purchase at the Conversion Price, and

                  B.  the denominator of which shall be the number of shares
of Common Stock outstanding immediately prior to the issuance of such
Additional Shares plus the number of such Additional Shares so issued.

For purposes of this Section 5(D)(i), the date as of which the Conversion
Price shall be computed shall be the earlier of the date upon which the
Corporation shall (i) enter into a firm contract for the issuance of such
shares or (ii) issue such shares.