-----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, AVKygAWgacWIPGHmAFK/zl1k+BRLmUsVVjB+MSCjdWnAdPwTzQkdIFmrSBIS2rKO PpQFXXc3vvhSTDglAkVMpg== 0000763730-07-000013.txt : 20071015 0000763730-07-000013.hdr.sgml : 20071015 20070712164514 ACCESSION NUMBER: 0000763730-07-000013 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070712 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: CORRESP 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2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 CORRESP 1 filename1.txt July 12, 2007 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3561 ATTN: William Choi, Branch Chief RE: Form 10-KSB for the Fiscal Year Ended September 30, 2006; Forms 10-QSB for the Fiscal Quarters Ended December 31, 2006 and March 31, 2007; Comment Letter Dated May 21, 2007 and Response Letter Dated June 4, 2007; File No. 0-13757 Dear Mr. Choi: We are in receipt of your follow-up letter dated June 21, 2007, with respect to the above-captioned filings and our response to the Staff's initial comment letter. The following addresses the Staff's comments as set forth in such letter. Form 10-KSB for the Fiscal Year Ended September 30, 2006 - -------------------------------------------------------- Notes to Consolidated Financial Statements - ------------------------------------------ 6. Income Taxes - --------------- We continue to believe that our primary tax strategy, among others available to us, may be effectively employed to reasonably assure that realization of at least the recorded net deferred tax asset is more likely than not. Historically, our primary tax strategy for utilization of the NOLs has been to bulk sell a portion of our appreciated inventory. In addition, as discussed below, if we were to change our primary strategy to one of selling appreciated real estate, our net deferred tax asset might actually increase (not decrease) in a future period. Regarding our primary tax strategy, we believe that most items in our inventory are substantially appreciated We continually do internal valuations that we believe support this conclusion and are unaware of any professional standard that either suggests or requires independent appraisals. In fact, SFAS 157 effectively establishes that fair value measurements are an accounting function with no mention of independent appraisals. Our historical gross margin realization in the 90% range, we believe, is indicative of such appreciation. For example, while the vast majority of our documents are unique, we also have many documents that are similar. Using current arms-length market driven non-discounted (or "retail") transactions as the value matrix for such similar documents, we have recently calculated that the estimated value of the similar items alone exceeded the historical cost of our entire inventory. In addition, each year our independent auditors select a statistical sample of our documents for existence and valuation testing. Such testing has included their engagement Mr. William Choi Securities and Exchange Commission July 12, 2007 Page 2 of a specialist to attest to the authenticity and continuing value of the documents selected. While we have recently hired a new marketing director for retail sales and are exploring different alternatives, as discussed below, to generate short and long-term profits, we currently believe that it may be imprudent from a business standpoint to effectuate a bulk sale to generate short-term profits simply to demonstrate the viability of our recorded net deferred tax asset. At September 30, 2006, our NOLs totaled approximate $6.3 million and do not begin to expire until 2019. Using a 34% tax rate, the deferred tax asset associated with these NOLs total approximately $2.1 million ($1.3 million net of valuation allowance). To illustrate, at an approximate 90% gross margin, the potential retail value of our inventory ($6.5 million at cost) may approximate $65 million. Even if the wholesale value was one-third ($21.7 million) of that amount, only approximately 25% of our inventory would need to be bulk sold to utilize the recorded net deferred tax asset of $1.3 million. Management currently believes that a bulk sale of our inventory to utilize the net deferred tax asset would not be implausible but would rather clearly constitute a tax planning strategy (i.e., an action that "management ordinarily might not take but would take, if necessary, to realize a tax benefit for a carryforward before it expires"). Management firmly believes that this tax strategy is both prudent and feasible (as those terms are described and discussed in paragraphs 22, 107 and 247 of SFAS 109); particularly if the alternative was to permanently lose the benefit of the NOLs, something that will not become an immediate concern until 2019. It would be far less plausible to assume we would not use available tax strategies that are both prudent and feasible to utilize at least a significant portion of the NOLs and therefore require a 100% valuation allowance. It should also be noted that we have provided valuation allowances equal to the deferred tax asset associated with losses incurred during 2007, 2006, and 2005 and most of 2004 so if the tax strategy of bulk selling a portion of our inventory were implemented, it would not significantly impact our business model by requiring too much of our inventory to be sold and also to correlate with the perceived potential benefit associated with another available tax strategy discussed in the following paragraph. In this and our prior filings, we have focused our comments on our tax strategy of bulk selling a portion of our inventory. However, we also own appreciated real property consisting of a 40,000 square-foot office / retail building on 1.7 acres of land located in Las Vegas, Nevada. The depreciated cost of the property at September 30, 2006 and 2005 was $1,083,987 and $1,138,533, respectively. The property was last valued by an independent appraiser in August 2005. If sold in 2005 at the 2005 appraised amount, the taxable gain would have been sufficient to utilize the net deferred tax asset of $1.3 million. Based on very recent discussions with several real estate brokers, we currently believe that the value of the real property may exceed the prior appraisal by a material amount. Accordingly, we are considering adopting the sale of the appreciated real property as our primary tax strategy, which would entail moving operations to less expensive warehouse space, and changing our business model to that of a wholesaler of documents Mr. William Choi Securities and Exchange Commission July 12, 2007 Page 3 to retailers. If selling the appreciated real property were to become our primary tax strategy, it now appears that the entire valuation allowance could be immediately eliminated. It is estimated that the marketing cost to implement either tax strategy is not significant. We trust that the foregoing is responsive to the Staff's comments. Please do not hesitate to contact us, if we can be of any further assistance. Sincerely, /s/ Rod Lynam - ------------- Rod Lynam Treasurer -----END PRIVACY-ENHANCED MESSAGE-----