8-K

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




                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) June 11, 2008


                             GALLERY OF HISTORY, INC.
             (Exact name of registrant as specified in its charter)





           Nevada                     0-13757                   88-0176525

(State or Other Jurisdiction       (Commsission             (I.R.S. Employer
     of Incorporation)             File Number)            Identification No.)


                            3601 West Sahara Avenue
                         Las Vegas, Nevada 89102-5822
                (Address of Principal Executive Office) (Zip Code)


                                  (702) 364-1000
               (Registrant's telephone number, including area code)


                                  Not Applicable
          (Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:


[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
   Exchange Act (17 CFR 240.14d-2 (b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
   Exchange Act (17 CFR 240.13e-4 (c))



                 Section 1 - Registrant's Business and Operations.


Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2008, the Company agreed to issue to its principal officer and
shareholder, Todd M. Axelrod, an aggregate 800,000 shares of its Company's
Common Stock from treasury in exchange for the cancellation of an outstanding
promissory note payable by the Company to Mr. Axelrod  in the principal amount
of $1,000,000.  The outstanding principal amount of the note is being converted
into shares of Common Stock at a conversion price of $1.25 per share,
representing a premium to the closing price on June 10, 2008.  The shares are
being issued from the Company's treasury stock in accordance with the
exemptions provided by Sections 3(a)(9) and/or 4(2) under the Securities Act
of 1933, as amended.



                   Section 3 - Securities and Trading Markets.

Item 3.02. Unregistered Sales of Equity Securities.

See Item 1.01 above.



                  Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

10.1  Letter Agreement  by Todd M. Axelrod, dated June 11, 2008.






                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                               GALLERY OF HISTORY, INC.


Date: June 11, 2008                            By:  /s/ Rod Lynam
                                                    -------------
                                                    Rod Lynam
                                                    Chief Financial Officer

EX-10

EXHIBIT 10.1



June 11, 2008


Board of Directors
Gallery of History, Inc.
3601 West Sahara Avenue
Las Vegas, Nevada  89102-5822



Gentlemen:

        Reference is hereby made to that certain note issued by the Gallery
of History, Inc. (the "Company") to Todd M. Axelrod in the current outstanding
principal amount of $1,000,000.  For good and valuable consideration, the
receipt and sufficiency of which the undersigned hereby acknowledges, the
undersigned hereby agrees to the conversion of the principal amount of such
note (exclusive of any accrued interest) into an aggregate 800,000 shares of
the Company's Common Stock at a conversion price of $1.25 per share
(representing a premium to the book value and market value of the Company's
Common Stock, as of the date immediately preceding this agreement).

	The undersigned hereby represents and warrants that the undersigned
is the holder of such note, that such note is not subject to any encumbrance
or lien of any kind whatsoever, that the undersigned is acquiring the shares
for his own account and not for the account of any third person, and the
undersigned is acquiring the shares upon the conversion of the principal
amount of the note for investment purposes only and without the intent toward
the further sale or distribution thereof.   The undersigned further represents
and warrants that the shares to be issued to the undersigned will be deemed
"restricted securities" and will bear an appropriate restrictive legend.

	The undersigned, as an affiliate of the Company for more than 20
years, further acknowledges that there are significant risks with respect to
an investment in the Company and with respect to this transaction, and that
this transaction and the issuance of the shares to the undersigned will not
constitute any change in control with respect to the Company.  The undersigned
represents that he is an accredited investor, as defined under the Securities
Act of 1933, as amended, and that he has the authority and capacity to enter
into this agreement.



                				Very truly yours,
						/s/ Todd Axelrod
                                                ----------------
						Todd M. Axelrod