-----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, UlApp7afhVko+VGpsmYyvwJHN71oBkjuN7Iz6HCGjJTwCQvqhCOzWJHoGXkDgYUT XMMn8RA8QAG77kZhv9+7gQ== 0000763730-08-000004.txt : 20080514 0000763730-08-000004.hdr.sgml : 20080514 20080514162910 ACCESSION NUMBER: 0000763730-08-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 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: 08832182 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2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 10QSB 1 q-0308.txt FORM 10-QSB FOR QUARTER ENDED MARCH 31, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ((Mark one) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER 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. (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) (702) 364-1000 (Issuer's telephone number) 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 Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). [ ] Yes [x] No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The registrant had 5,625,984 shares of Common Stock, par value $.0005 outstanding as of May 1, 2008. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x] Part 1 - FINANCIAL INFORMATION GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ______________________________________________________________________ MARCH 31, SEPTEMBER 30, 2008 2007 (Unaudited) --------- ----------- ASSETS Cash $ 2,716 $ 1,517 Inventory of documents 6,399,608 6,423,831 Deferred tax assets 1,339,842 1,339,842 Property and equipment, net 1,019,460 1,047,455 Other assets 90,631 61,394 ---------- ---------- TOTAL ASSETS $ 8,852,257 $ 8,874,039 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 26,570 $ 39,339 Notes payable: Majority stockholder 2,112,636 1,895,226 Other 1,160,718 1,168,781 Preferred stock dividend payable, majority stockholder 198,310 147,620 Other liabilities 81,790 79,374 ---------- ---------- TOTAL LIABILITIES 3,580,024 3,330,340 ---------- ---------- Common stock: $.0005 par value; 20,000,000 shares authorized; 11,935,308 shares issued 5,968 5,968 Preferred stock: $.0005 par value; 4,000,000 shares authorized; 1,715,016 shares issued (liquidation value, $3,430,032, including cumulative unpaid dividends in arrears of $198,310) 808 808 Additional paid-in capital 14,325,911 14,291,362 Deficit (6,051,783) (5,745,768) Common stock in treasury, 6,309,324 shares, at cost (3,008,671) (3,008,671) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 5,272,233 5,543,699 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,852,257 $ 8,874,039 ========== ========== See the accompanying notes to consolidated financial statements. ____________________________________________________________________________ GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED ____________________________________________________________________________ THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 30, 2008 2007 2008 2007 -------- -------- --------- --------- REVENUES $ 96,367 $ 185,068 $ 274,783 $ 415,259 COST OF REVENUES 8,225 17,411 24,188 36,373 -------- -------- --------- --------- GROSS PROFIT 88,142 167,657 250,595 378,886 -------- -------- --------- --------- OPERATING EXPENSES: Selling, general and administrative 220,679 204,977 453,747 395,417 Depreciation 8,896 10,216 18,148 20,123 -------- -------- --------- --------- TOTAL OPERATING EXPENSES 229,575 215,193 471,895 415,540 -------- -------- --------- --------- OPERATING LOSS (141,433) (47,536) (221,300) (36,654) -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense Majority stockholder (23,149) (19,666) (45,805) (39,364) Other (23,295) (26,525) (46,634) (53,813) Rental income, net of related expenses 26,806 19,927 51,919 47,610 Other (5) -- 6,495 19 -------- -------- --------- --------- TOTAL OTHER EXPENSE (19,643) (26,264) (34,025) (45,548) -------- -------- --------- --------- NET LOSS (161,076) (73,800) (255,325) (82,202) Preferred stock dividend (50,690) -- (50,690) -- -------- -------- --------- --------- NET LOSS APPLICABLE TO COMMON SHARES $(211,766) $ (73,800) $ (306,015) $ (82,202) ======== ======== ========= ========= BASIC LOSS PER SHARE: $(.04) $(.01) $(.05) $(.01) ==== ==== ==== ==== 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 ____________________________________________________________________________ SIX MONTHS ENDED MARCH 31, 2008 2007 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(255,325) $ (82,202) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 25,045 33,860 Contributed services of majority shareholder 16,506 16,506 Stock-based compensation 18,042 -- Increase in operating (assets) liabilities: Inventory of documents 24,223 52,837 Other assets (29,237) (36,266) Accounts payable (12,769) 7,669 Other liabilities 2,416 (18,632) -------- -------- Net cash used in operating activities (211,099) (26,228) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment (3,550) (10,872) Proceeds from sale of property and equipment 6,500 -- -------- -------- Net cash provided by (used in) investing activities 2,950 (10,872) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings: Majority stockholder 219,985 91,974 Other 124,000 130,000 Repayments of borrowings: Majority stockholder (2,574) (16,440) Other (132,063) (163,993) -------- -------- Net cash provided by financing activities 209,348 41,541 -------- -------- NET INCREASE IN CASH 1,199 4,441 CASH, BEGINNING OF PERIOD 1,517 1,738 -------- -------- CASH, END OF PERIOD $ 2,716 $ 6,179 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Dividend accrued on preferred stock $ 50,690 $ 48,475 ======== ======== 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 March 31, 2008, and for the three month periods ended March 31, 2008 and 2007, included herein have been prepared by management of Gallery of History, Inc. and subsidiaries (collectively, 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. These consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's 2007 Annual Report on Form 10-KSB, from which the September 30, 2007, balance sheet information is derived. Preferred Stock - --------------- The Series A Convertible Preferred Stock earns dividends at the annual rate of 3% applied to the liquidation value, and payable semi- annually so long as resources are legally available for that purpose (unless waived by the holder). Unpaid dividends are cumulative, are added to the liquidation value (upon which the annual dividend rate is applied), and are preferential in the event of liquidation and with respect to any dividends or other distributions to common stockholders. The Preferred Stock is non-voting (except as may be required by law) and convertible at any time at the option of the holder at a fixed rate of one common share for every $2 in liquidation value, as adjusted, per share of Preferred Stock at the time of conversion, subject to adjustment in the event of future increases or decreases in the number of outstanding shares of Common Stock for a price other than the then conversion price of the Preferred Stock or in the event of issuance of certain other securities. As of March 31, 2008 and 2007, a total of 1,715,016 and 1,664,700 shares of Common Stock were issuable upon conversion of the Preferred Stock. Revenue-sharing Arrangement - --------------------------- Since fiscal 2007, the Company's principal officer and majority shareholder, Mr. Todd Axelrod, has purchased documents from outside sources for his own account with personal funds. The Company may have been interested in acquiring some or all of the items; however, management believed that the Company lacked sufficient liquidity to assume the related finance and marketability risks. As a result, the Company and Mr. Axelrod entered into a revenue-sharing arrangement whereby the Company physically safeguards and catalogs the documents, and markets certain of the items on its web site for a fee consisting of 80% of the gross profit from any sale (defined as the sales price to a third party buyer less Mr. Axelrod's cost of acquiring the item). The Company believes this fee arrangement is considerably more favorable to the Company than the Company could obtain from an independent third party. The Company receives the same guarantee as Mr. Axelrod would receive as to the authenticity warranty obtained from the vendors. The Company has also independently verified Mr. Axelrod's cost of the consigned inventory. During the three and six month periods ended March 31, 2008, 4 and 16 documents were sold for $806 and $7,902, and the Company's revenue share was $628 and $6,000, respectively. During the three and six month periods ended March 31, 2007, 12 and 17 documents were sold for $8,901 and $70,289 and the Company's revenue share was $7,998 and $49,155, respectively. Stock-based compensation - ------------------------ As an employment inducement, the Company's vice-president of sales was granted options to acquire 50,000 shares of the Company's common stock at $2.19 per share, the stock price on the grant date (April 16, 2007). Using the Black-Scholes pricing model and an expiration factor of 3.25 years, a volatility factor of one based on daily trading history, and a risk-free interest rate of 4.5%, the options were valued at approximately $72,000, to be charged to expense ratably over the 24-month vesting period. The financial statement for the three and six month periods ended March 31, 2008 include share-based compensation expense of approximately $9,000 and $18,000 associated with these options. The outstanding options were not given effect in a computation of diluted loss per share for the period since to do so would have been anti-dilutive. Contributed Services - -------------------- The Company's president and majority shareholder does not receive a salary. Accordingly, the estimated value of his part-time services (at a rate of approximately $30,000 per year) is recorded as expense and additional paid-in capital. Income Taxes - ------------ The Company has provided a valuation allowance against deferred tax assets (primarily associated with net tax loss carryforwards), to the extent that such tax assets are considered by management as not more likely than not to be utilized, after consideration of tax planning strategies. Such valuation allowance is the reason for the variation in the customary relationship between income tax benefit and the pretax accounting loss. Effective with the quarter ended December 31, 2008, the Company was required to apply Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). Based on its analysis of the Company's tax provisions, deferred tax assets and the related valuation allowance, management determined that there was no impact to the Company's financial statements during the period of initial adoption of the provisions of FIN 48. including with respect to its opening deficit or related disclosures. Part 1 - Item 2 Financial Information MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward Looking Statements - -------------------------- This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, 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. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements of those of the Company's industry to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward- looking statements are the Company's ability to obtain additional capital, on reasonable terms, if at all, at such times and in such amounts as may be needed by the Company; competition by entities which may have greater resources than the Company; the Company's ability to market and sell its inventory of historical documents; the Company's ability to correctly value its inventory of documents; and other factors included in the Company's filings with the Securities and Exchange Commission (the "SEC"). Copies of the Company's SEC filings are available from the SEC, on its website (www.sec.gov), or may be obtained upon request from the Company. The Company does not undertake any obligation to update the information contained herein, which speaks only as of the date of this filing. 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. 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 held in inventory 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 net cash flow deficiency from operating activities increased significantly largely due to the increased net loss. In addition, the Company had increased its prepaid expenses while decreasing its account payable balance during the current six month period. Contrary, the Company continues to benefit from a reduction in acquiring document inventory which has been replaced by the revenue- sharing arrangement previously described. The cash deficiency from operating activities was mainly funded from increased borrowings from the Company's principal officer/stockholder. The Company has a bank line of credit in the amount of $100,000 through August 2008. Loans under the line of credit are secured by the Company's inventory of documents owned and bear interest at the prime rate plus 1.5%. As of March 31, 2008, there was $2,000 available against this line of credit. The Company's term mortgage note was renewed in July 2007 in the amount of $1,087,251 and has an 8.25% interest rate and a maturity date of July 15, 2012. The note is collateralized by the Company's building. Prior to 2006, the Company borrowed $1,000,000 from its principal officer/stockholder, Todd Axelrod. The advance was due on demand but not prior to October 31, 2009, with monthly interest payable at 6%. Interest expense on the related party advance was $15,170 and $15,000 for the three months ended March 31, 2008 and 2007, respectively. Interest expense on this loan was $30,339 and $30,167 for the six months ended March 31, 2008 and 2007, respectively. The Company has also borrowed other amounts, from Mr. Axelrod, from time to time. The funds borrowed have an interest rate of 3%. The principal balance of the funds borrowed in addition to the foregoing $1,000,000 totaled $1,112,636 and $658,090 as of March 31, 2008 and 2007, respectively. Interest expense on these related party borrowings was $7,979 and $4,666 for the three months and $15,465 and $9,197 for the six months ended December 31, 2008 and 2007, respectively. The funds were used to supplement cash flows from operating activities. On January 20, 2006, the Company held a special meeting of stockholders and approved converting $3,231,722 of debt to its principal officer/stockholder into 1,615,861 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock earns dividends at the annual rate of 3% applied to the liquidation value, and payable semi-annually so long as resources are legally available for that purpose (unless waived by the holder). Unpaid dividends are cumulative, are added to the liquidation value (upon which the annual dividend rate is applied), and are preferential in the event of liquidation and with respect to any dividends or other distributions to common stockholders. The Preferred Stock is non-voting (except as may be required by law) and convertible at any time at the option of the holder at a fixed rate of one common share for every $2 in liquidation value, as adjusted, per share of Preferred Stock at the time of conversion, subject to adjustment in the event of future increases or decreases in the number of outstanding shares of Common Stock for a price other than the then conversion price of the Preferred Stock or in the event of issuance of certain other securities. As of March 31, 2008 and 2007, a total of 1,715,016 and 1,664,700 shares of Common Stock were issuable upon conversion of the Preferred Stock. The Company's internet sales and direct purchase website have become the Company's principal and highest margin distribution channel. Because of the size and diversity of its inventory, management believes the Company is well positioned to compete favorably with other firms offering similar products, but has not generated sufficient sales to make a profit. To generate sufficient sales, the Company may need (but has not committed) to lower prices in addition to adding more of its available inventory to the website. The Company believes that its current cash requirements will be met by generating revenues from operations, appropriately managing the timing and volume of new document acquisitions, including the use of the revenue-sharing agreement with Mr. Axelrod, 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 and dividends on preferred stock through at least October 31, 2009. 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 currently is through its website which includes consignment sales related to the revenue-sharing arrangement with Mr. Axelrod. The balance of the Company's sales is from repeat customers through its corporate office. Inventory of documents and operating cycle. Documents in inventory are stated at cost, which is determined on a specific- identification method, not to exceed estimated market value. Management reviews the recorded cost and estimated value of the documents owned individually on a regular basis (at least quarterly) to determine the adequacy of the allowance for market value declines, if any. Management believes that any future changes in such allowance are not likely to have any material effect on the Company. Management believes that the Company's inventory of documents is generally appreciating 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 (1) 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 and (2) has not committed to lowering prices as a long-term strategy to potentially generate increased sales to attain short-term profitability. Based on an aggregate historical cost (not number of documents), only about one- half 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 $6.4 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 but may supplement its base with such opportunities as the revenue-sharing arrangement with Mr. Axelrod. Deferred tax assets and income taxes. The Company provides a valuation allowance against deferred tax assets (primarily associated with tax loss carryforwards) to the extent that such tax assets exceeds an amount considered by management as more likely than not to be utilized as a result of any gain on the Company's effective tax planning strategies, as defined in Financial Accounting Standards Board (FASB) Statement No. 109, consisting of the possible sale of appreciated document inventory, particularly if partially sold in bulk, and/or real estate, that would produce gains that may be realized as needed to protect the Company's loss carryforwards. The potential gain and related tax effect is estimated based on management's perception of current market activity and estimate of value and historical profit margins and trends. Such estimates are revisited and revised quarterly. Effective with the quarter ended December 31, 2008, we were required to apply FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). Based on our analysis of our tax provisions, deferred tax assets and the related valuation allowance, we determined that there was no impact to our financial statements upon initial adoption of the provisions of FIN 48, including with respect to our opening deficit or related disclosures. Recently issued accounting pronouncements. In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Accounting Standards (SFAS) No. 161, "Disclosures About Derivative Instruments and Hedging Activities - an amendment of FASB Statement No 133". SFAS 161 expands the disclosure requirements in SFAS 133, "Accounting for Derivative Instruments and Hedging Activities", regarding derivative instruments and hedging activities. SFAS 161 will be effective for the Company's fiscal year beginning October 1, 2008. As SFAS 161 relates specifically to disclosures regarding matters that the Company is typically not involved in, SFAS 161 will likely have no impact on the Company's future financial condition, results of operations or cash flows. In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements". It requires that a noncontrolling (minority) interest in a subsidiary, including a variable interest entity, should be reported as equity in the consolidated financial statements. SFAS 160 will not likely have any effect on the Company's consolidated financial statements since we are not presently contemplating investing in, establishing or acquiring a subsidiary with a noncontrolling interest. SFAS 160 will be effective, if applicable, for the Company's fiscal year beginning October 1, 2009. In December 2007, the FASB issued SFAS 141R, "Business Combinations", which replaces SFAS 141, "Business Combinations". We have not yet evaluated SFAS 141R for the impact, if any, that SFAS 141R might have on our future financial statements in the event we make any business combination or other covered acquisitions after its effective date, which for us will be September 30, 2009. No such transactions are presently contemplated. In September 2006, the FASB issued SFAS 157, "Fair Value Measurements". This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States, and expands disclosure about fair value measurements in the financial statements, if any. In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement 115", which will permit the option of choosing to measure certain eligible items at fair value at specified election dates and report unrealized gains and losses in earnings. SFAS 157 and 159 was scheduled to become effective for us for fiscal year 2009, and interim periods within those fiscal years; however, the effective date for SFAS 157 has been delayed one year with respect to nonfinancial assets and liabilities carried at fair value, if any, to the extent not already adopted, which we have not. We are not currently carrying any assets or liabilities at fair value. Therefore, the requirements of SFAS 157 will not apply to our financial statements unless we elect to do so under SFAS 159, which election is presently not expected. Accordingly, there is no likely impact on our future financial statements expected of either of these two standards. Results of Operations - --------------------- Revenues decreased 48% comparing the quarter periods and 34% comparing the fiscal year-to-date periods ended March 31, 2008 to March 31, 2007. Revenues generated from the Company's internet site decreased 50% for the quarter period and 34% for the six month period. Revenues generated from our eBay site decreased 11% comparing the quarter periods and 31% comparing the six month periods. The decrease in revenues is primarily due to a general decrease in discretionary spending and to the economic slowdown in general. In October 2006, the Company entered into a revenue-sharing arrangement with our principal officer/stockholder, whereby the Company physically safeguards, catalogs, and markets certain historical documents, that Mr. Axelrod owns personally, for a fee consisting of 80% of the gross profit from any sale (defined as the sales price to a third-party buyer less Mr. Axelrod's cost of acquiring the item). The Company independently verifies the cost of any item sold pursuant to this arrangement. The Company believes this fee arrangement is considerably more favorable to the Company than could be obtained from an independent third party. The Company receives the same guarantee as our principal officer/stockholder would receive as to the authenticity warranty obtained from the vendors. The Company has also independently verified our principal officer/stockholder's cost of the consigned inventory. Included in revenues for the three month periods ended March 31, 2008 and 2007, are fees of $627 and $7,998, respectively, associated with this arrangement. For the six month period, the Company realized $6,000 for 2008 and $50,681 for 2007. The fees for the first quarter of fiscal 2007, included a particular large sale. Cost of documents sold decreased slightly comparing the quarter periods to 8.5% of net revenues for the quarter ended March 31, 2008 from 9.4% of net revenues for the previous year quarter. Cost of documents sold remained the same comparing the two six month periods at 8.8% of net revenues. Total operating expenses increased 7% for the three month period ended March 31, 2008 compared to the previous year period and they increased 14% comparing the six month periods. Total selling, general and administrative expenses increased 8% comparing the two quarter periods and 15% comparing the six month periods. The majority of the increase resulted from the increase in salary expense. Comparing the two quarters, salary and related tax expense and benefits increased 38%. Comparing the six month periods, these expenses also increased 38%. The increase is the result of the hiring of our current Vice President of Sales and as an employment inducement, he was granted options in April 2007 to acquire 50,000 shares of the Company's common stock. The financial statements for fiscal 2008 includes share-based compensation expense of approximately $18,000 associated with these options not included in the prior year. Also included in selling, general and administrative expenses is 50% of the operating cost to maintain the headquarters building. This percentage is the ratio that the square footage occupied by the Company's headquarters operation bears to the total leasable space of the building. The remaining building operating expenses plus the rental income realized are included net in other income and expense ($51,919 for the six month period ended March 31, 2008, as compared to $47,610 for six month period ended March 31, 2007). Item 3. Controls and Procedures. ----------------------- Based on their evaluation, as of March 31, 2008, 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 changes in our internal control over financial reporting during the quarter ended March 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Part 2 - Other Information Item 1-5, None. Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits. 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). 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 May 14, 2008 /s/ Todd M. Axelrod _________________ _______________________________ Todd M. Axelrod President and Chairman of the Board (Principal Executive Officer) Date May 14, 2008 /s/ Rod Lynam _________________ _______________________________ Rod Lynam Treasurer and Director (Principal Financial and Accounting Officer) EX-31 2 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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer'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 small business issuer 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer'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 period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 14, 2008 /s/ TODD AXELROD Todd Axelrod Chief Executive Officer EX-31 3 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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer'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 small business issuer 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer'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 period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 14, 2008 /s/ ROD LYNAM Rod Lynam Chief Financial Officer EX-32 4 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 March 31, 2008 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 May 14, 2008 EX-32 5 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 March 31, 2008 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 May 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----