INFORMATION REQUIRED IN PROXY STATEMENT
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-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)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GALLERY OF HISTORY, INC.
3601 West Sahara Avenue
Promenade Suite
Las Vegas, Nevada 89102-5822
______________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
______________________________________________
TO THE STOCKHOLDERS OF
GALLERY OF HISTORY, INC.:
The Annual Meeting of Stockholders of Gallery of History, Inc. (the
"Company") will be held at 3195 Humber Road, Victoria, British Columbia,
Canada V8R 3S9, on September 26, 2008, at 8:00 a.m. local time for the
following purposes:
1. To elect five members to our Board of Directors to serve until
our next annual meeting of the stockholders or until their
successors are duly elected and qualified;
2. To ratify the appointment of Piercy, Bowler, Taylor & Kern as
the Company's independent public accountants for the fiscal year
ending September 30, 2008; and
3. To transact such other business as may properly come before the
meeting and any adjournment(s) 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 August 6, 2008 will be entitled to vote at the meeting or any
adjournment(s) thereof.
By order of the Board of Directors,
TODD M. AXELROD,
Chairman of the Board
Las Vegas, Nevada
August 26, 2008
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 Annual Meeting of Stockholders
to be held on September 26, 2008 and any adjournment(s) 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.
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 named nominees for election to the Company's Board of Directors
and for the ratification of the appointment of Piercy, Bowler, Taylor & Kern,
as the Company's independent public accountants. The Board of Directors does
not anticipate that any of its nominees will be unavailable for election and
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 or any nominee
is not available for election, 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. A proxy may also be revoked by attending the Meeting and
voting in person.
The presence at the Meeting, in person or by proxy, of the holders of
a majority of all of the shares of Common Stock outstanding on the record date
will constitute a quorum, permitting us to conduct business at the Meeting.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give
your broker or nominee specific instructions, your shares may not be voted on
those matters. Shares represented by such "broker non-votes" will, however,
be counted in determining whether there is a quorum. Proxies received but
marked as abstentions and broker non-votes will be included in the calculation
of the number of shares considered to be present at the Meeting for purposes
of a quorum, but will not be counted as votes cast "for" or "against" any given
matter. If less than a majority of outstanding shares of Common Stock entitled
to vote are represented at the Meeting, a majority of the shares present at
the Meeting may adjourn the Meeting to another date, time or place, and notice
need not be given of the new date, time or place if the new date, time or
place is announced at the Meeting before an adjournment is taken.
The affirmative vote, either in person or by proxy, of a majority of
the votes cast at the Meeting is required for the election of the directors
and for the ratification of our independent public accountants. Abstentions
and broker non-votes are treated as shares present or represented and entitled
to vote on such matter, and thus will have the same effect as negative votes.
A properly executed proxy marked to "Withhold Authority" with respect to the
election of one or more nominees for director will not be voted with respect
to the director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum. Stockholders do not have
the right to cumulate their votes for directors. A properly executed proxy
marked "Abstain" with respect to the ratification of our independent public
accountants will not be voted for the ratification, although it will be counted
for purposes of determining whether there is a quorum.
The Company is soliciting these proxies and will pay the entire expense
of soliciting the proxies, which solicitation will be by use of the mails, such
mailing to take place on or about August 26, 2008.
Only stockholders of record as of the close of business on the record
date, August 6, 2008, will be entitled to vote. There were 6,425,984 shares
of Common Stock of the Company outstanding as of August 6, 2008, and 1,615,861
shares of non-voting Series A Preferred Stock. The Common Stock is the only
class of securities of the Company entitled to vote. Each share has one vote.
As of the record date, our directors and executive officers owned of record
5,322,195 shares of Common Stock, representing 82.8% of the outstanding shares
of Common Stock entitled to vote at the Meeting, thus virtually ensuring the
approval of all of such proposals to be voted on at the Meeting. 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.
ELECTION OF DIRECTORS
_____________________
Our Board of Directors currently consists of five directors. At the
Meeting, five directors are to be elected for the ensuing year and until their
successors are duly elected and qualified. The following five persons have
been nominated for election to our Board of Directors. All of the nominees
are being re-elected to the Board. If, at the time of election, any of the
nominees should be unavailable for election, a circumstance which is not
expected by the Company, it is intended that the proxies will be voted for
such substitute nominee as may be selected by the Board of Directors. Proxies
not marked to the contrary will be voted for the election of the following
five persons.
Year First
Position(s) with Became a
Name Age the Company Director
---- --- ---------------------- --------
Todd M. Axelrod 58 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 60 Treasurer/Assistant 1984
Secretary and Director
Dr. Michael Rosenman 47 Director 2002
Roger Schneier 65 Director 2006
Peter Kuhr 60 Director 2007
Todd M. Axelrod has been Chairman of the Board of Directors and
President of the Company since its inception in November 1981. Mr. Axelrod
has been a private collector of valuable historical documents since 1968.
Mr. Axelrod authored a book entitled The Handbook of Historical Documents -- A
Guide to Owning History, which is being sold by the Company.
Rod R. Lynam has been Treasurer of the Company since September 1984.
Michael Rosenman, M.D., Ph.D., has been a practicing physician
specializing in the field of Pediatrics since 1988. Prior to establishing
private practice offices in Las Vegas in 1996, Dr. Rosenman was associated
with UCLA's Department of Medicine, Division of Hematology/Oncology, and with
Children's Hospital in Orange County, California. His practice employs
multiple offices and physicians.
Roger Schnier has been retired since January 2005. Prior to his
retirement he was President for twenty-five years of Ben's Auto Parts and
Be-Mack Warehouse, both located in Bronx, New York.
Peter Kuhr is currently the president of, and a partner in, Capital
Iron 1997 Ltd., a specialty retail operation servicing the Victoria, British
Columbia market. Prior to this position, in 1996, he was general merchandise
manager of the textiles division of Eaton's of Canada, then a major department
store with over 100 stores across Canada. Mr. Kuhr is a member of the Board
of Directors for the Downtown Victoria Business Association and is an active
fund raiser and volunteer with a number of community organizations including
the United Way and the Prostate Centre.
The Board of Directors recommends that the stockholders vote "FOR"
the nominees for directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
_______________________________________________
The following table sets forth certain information, as of August 10,
2008, 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, by each executive officer included in the summary compensation
table, 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) 6,962,101 85.5%
Rod Lynam 210 (4)
Dr. Michael Rosenman -0- (4)
Roger Schneier 74,900 1.2%
Peter Kuhr -0- (4)
Gerald Newman 493,000 7.7%
17161 Coral Cove Way
Boca Raton, Florida 33496
All officers and directors 7,037,211 86.4%
as a group (5 persons)(3)
(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) The individuals referred to above have sole voting and investment
power in regard to their Common Stock.
(3) Includes 1,715,016 shares of Common Stock issuable upon conversion of
1,615,861 shares of Series A Preferred Stock owned of record by Mr.
Axelrod.
(4) Less than 1%.
MEETINGS OF THE BOARD OF DIRECTORS AND
INFORMATION REGARDING COMMITTEES
________________________________
The Board of Directors provides a process for stockholders to send
communications to the Board of Directors or any of the directors. All such
communications shall be in writing and addressed to the Company's President,
Gallery of History, Inc., 3601 West Sahara Avenue, Promenade Suite, Las Vegas,
Nevada 89102-5822. All communications will be compiled by the Company's
President and submitted to the Board of Directors or individual directors, as
applicable.
Pursuant to Nasdaq Marketplace Rule 4350(c) a majority of the Board of
Directors must be independent unless the issuer is a "controlled company."
The Company is a "controlled company" because Mr. Axelrod owns more than 50%
of the voting power of the Company. Accordingly, the Company has elected to
be treated as a controlled company and thereby be exempt from the director
independence requirements, and the independent director requirements pertaining
to a nominating committee and compensation committee.
The Board of Directors held three meetings during the fiscal year ended
September 30, 2007. All directors attended or participated by telephone at
such meetings. Directors are expected to attend each Annual Meeting of
Stockholders. All of the then current members of the Board of Directors
attended or participated by telephone at last year's annual meeting held on
September 15, 2007.
The Board of Directors has a Compensation Committee currently consisting
of Dr. Michael Rosenman and Mr. Roger Schneier. The Compensation Committee
reviews and recommends to the Board compensation for officers and issuance of
stock options. The Compensation Committee did not meet during fiscal 2007.
In fiscal 2007, the Company's Audit Committee consisted of Mr. Kuhr,
Chairman, Dr. Rosenman and Mr. Schneier. The Board of Directors, at a meeting
held on March 13, 2007, elected Mr. Peter Kuhr as a member and Chairman of the
Audit Committee. The Company's Board of Directors has determined that each
member of the Audit Committee is able to read and understand fundamental
financial statements, including the Company's consolidated balance sheet,
income statement and cash flow statement. In addition, the Board of Directors
has determined that Peter Kuhr is an "audit committee financial expert" as that
term is defined by the rules and regulations of the Securities and Exchange
Commission. Also, the Board of Directors has determined that each of these
individuals is an "independent director," as defined under the applicable
rules and listing standards of the NASDAQ Stock Market LLC and the rules and
regulations of the Securities and Exchange Commission.
The Audit Committee appoints the Company's independent public
accountants. The Audit Committee reviews and considers the comments from the
independent public accountants with respect to internal accounting controls
and the consideration given or corrective action taken by management to
weaknesses, if any, in internal controls. It also discusses matters concerning
the Company's financial statements or other results of the audit. The Audit
Committee operates under a written Audit Committee Charter adopted by the
Board of Directors. The charter is posted on our website under Investor
Relations at http://www.historyforsale.com. In addition, the Audit Committee
oversees treatment of, and any necessary investigation concerning, any
employee complaints or concerns regarding the Company's accounting and
auditing matters. Any employee with such complaints or concerns is encouraged
to report them to the Chairman of the Audit Committee for investigation, and
appropriate corrective action, by the Audit Committee. The Audit Committee
met four times during fiscal 2007 with all members attending in person or by
telephone.
The Board of Directors does not have a standing nominating committee,
such function being performed by the Board as a whole. In determining the
criteria for membership, the Board considers the appropriate skills and
personal characteristics required in light of the then-current makeup of the
Board and in context of the perceived needs of the Company at the time,
including the following experience and personal attributes: financial acumen;
general business experience; industry knowledge; diversity; special business
experience and expertise; leadership abilities; high ethical standards;
independence; and overall effectiveness. The Board of Directors may receive
recommendations for Board candidates from various sources, including the
Company's directors, management and stockholders.
The Board will review all recommended candidates in the same manner
regardless of the source of the recommendation. Recommendations from public
stockholders should be in writing and addressed to: Gallery of History, Inc.,
3601 West Sahara Avenue, Promenade Suite, Las Vegas, Nevada 89102-5822,
Attention: Stockholder Communications, and must include the proposed
candidate's name, address, age and qualifications together with the
information required under federal securities laws and regulations. Such
communication must be received in a timely manner and also include the
recommending stockholder's name, address and the number of shares of Common
Stock, and the length of time beneficially held. See "Stockholder Proposals
and Nominations."
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
_________________________________________________
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
Common Stock of the Company. Officers, directors and greater than ten percent
stockholders are required by applicable rules and regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Except as provided below, and to the Company's knowledge, during the
fiscal year ended September 30, 2007, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with. In making these disclosures, the Company has
relied solely on a review of the copies of such reports furnished to the
Company and representations of its directors, executive officers and its
greater than ten percent stockholders. In August 2008, Mr. Axelrod filed a
Form 5, reporting the issuance of the Company's non-voting Series A Preferred
Stock to him on January 20, 2006, and the four subsequent increases in the
conversion rate based upon increases in the liquidation value of the Series A
Preferred Stock as a result of accrued and unpaid dividends.
EXECUTIVE COMPENSATION
______________________
The following table sets forth all compensation awarded to, earned by,
or paid by the Company during our fiscal year ended September 30, 2007 to our
Chief Executive Officer, and to any executive officer who received compensation
in excess of $100,000 for the last completed fiscal year (each a "Named
Executive Officer").
SUMMARY COMPENSATION TABLE
--------------------------
Non-equity Nonqualified
Name and Incentive Deferred All
Principal Stock Option Plan Compensation Other
Position Year Salary Bonus Award Awards Compensation Earnings Comp Total
($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
- -------------------------------------------------------------------------------
Todd M.
Axelrod,
President
and Chief 2007 $-0- $-0- $-0- $-0- $-0- $-0- $8,310 $8,310
Executive (1) (2)
Officer 2006 $-0- $-0- $-0- $-0- $-0- $-0- $7,644 $7,644
(1) (2)
(1) Mr. Axelrod does not receive compensation for services rendered.
(2) Represesents employee benefits in the form of health and life insurances.
During the fiscal year ended September 30, 2007, we did not grant any
stock options to any of our named executive officers of the Company, and none
of our named executive officers owned any stock options as of September 30,
2007.
The following table sets forth certain information concerning
compensation paid to our outside directors during fiscal 2007:
DIRECTOR COMPENSATION
---------------------
Fees Non-Equity Non-qualified
Earned or Incentive Deferred All
Name Paid in Stock Option Plan Compensation Other Total
Cash Awards Awards Compensation Earnings Comp
($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
- -------------------------------------------------------------------------------
Michael Rosenman $-0- $-0- $-0- $-0- $-0- $-0- $-0-
Roger Schneier $-0- $-0- $-0- $-0- $-0- $-0- $-0-
Peter Kuhr $-0- $-0- $-0- $-0- $-0- $-0- $-0-
We do not compensate any of our directors for serving on the Board or on
any committee of the Board. If requested, we may reimburse our outside
directors for their reasonable travel expenses incurred in attending Board or
committee meetings.
We are not a party to any employment agreement with any of our executive
officers. On April 16, 2007, we entered into a letter agreement with Don
Prince, pursuant to which Mr. Prince was employed on a full-time basis in a
non-executive officer capacity, as the Company's Vice President of Sales. Mr.
Prince's employment is on an at-will basis, and may be terminated at any time
by either Mr. Prince or the Company for any or no reason at all. Mr. Prince
is being compensated at the per annum rate of $100,000, and, as an inducement
to accept employment with the Company, the Company awarded Mr. Prince an
aggregate 50,000 options to purchase a like number of shares of the Company's
common stock at an exercise price of $2.19 per share (the closing price on
April 16, 2007). The options are subject to a vesting schedule and expire
upon the earlier of five years from the date of grant or the termination of
Mr. Prince's employment with the Company, irrespective of the reasons for any
such termination.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
________________________________________________________________________
Prior to 2007, the Company borrowed $1,000,000 from its principal
officer/stockholder, Todd M. 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 $40,341 and $60,835 for the nine
months ended June 30, 2008 and fiscal year ended September 30, 2007,
respectively. On June 11, 2008, the Company agreed to issue to Mr. Axelrod
an aggregate 800,000 shares of its Common Stock from treasury in exchange for
the cancellation of such debt. The outstanding $1,000,000 principal amount
was converted into shares of Common Stock as a conversion price of $1.25 per
share, representing a premium to the closing price on June 10, 2008. The
Company also has other loans outstanding from Mr. Axelrod, borrowed from time
to time. These loans carry an interest rate of 3%. The principal balance of
the funds borrowed totaled $1,232,752 and $786,393 as of June 30, 2008 and
2007, respectively. Interest expense on these related party borrowings was
$24,401 and $21,066 during the nine months ended June 30, 2008 and fiscal year
ended September 30, 2007, respectively. The borrowed 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 June 30,
2008 and September 30, 2007, a total of 1,715,016 and 1,689,671 shares of
Common Stock were issuable upon conversion of the Preferred Stock.
Since November 2006, Mr. 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 2007 fiscal year, 34 documents subject to the revenue-
sharing arrangement were sold for $113,004 and the Company's revenue share was
$78,473 which was included in revenue. During the nine month period ended
June 30, 2008, 34 documents subject to the revenue-sharing arrangement were
sold for $9,319 and the Company's revenue share was $7,095.
It is our policy that all related party transactions be disclosed to our
Audit Committee for review.
AUDIT COMMITTEE REPORT
______________________
The following report of the Audit Committee, covering our fiscal year ended
September 30, 2007, shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission ("SEC") or subject to
Regulations 14A or 14C of the Commission, or the liabilities of Section 18 of
the Exchange Act. Such Report shall not be deemed incorporated by reference
into any filing under the Exchange Act or the Securities Act of 1933,
notwithstanding any general incorporation by reference of this Proxy
Statement into any other document.
In fiscal 2007, the Audit Committee of the Board of Directors (the
"Audit Committee") consisted of Mr. Kuhr (Chairman), Dr. Rosenman and Mr.
Schneier, all of whom met the independence and experience requirements of the
SEC and the Nasdaq National Market listing standards. The Board of Directors,
in a meeting held on March 13, 2007, elected Mr. Peter Kuhr to the Board
effective March 13, 2007. The Board of Directors also appointed Mr. Kuhr as a
member and Chairman of the Audit Committee. The Board of Directors has
determined that Mr. Kuhr meets the independence and experience requirements
of the SEC and the Nasdaq National Market listing standards.
The Audit Committee's responsibilities are described in a written
charter adopted by the Board of Directors. The Audit Committee is responsible
for providing independent, objective oversight of the Company's financial
reporting system by focusing on three areas:
1. The adequacy of the Company's internal controls and financial
reporting process and the reliability of the Company's financial
statements,
2. The independence and performance of the Company's internal auditors
and independent accountants, and
3. The Company's compliance with legal and regulatory requirements.
The Audit Committee meets with management and the Company's independent
accountants periodically to consider the adequacy of the Company's internal
controls and the objectivity of its financial reporting. The Audit Committee
also appoints the Company's independent accountants and periodically reviews
their performance and independence from management for the fiscal year.
The Audit Committee reviewed and discussed the Company's audited
financial statements with management, and management represented to the Audit
Committee that the Company's consolidated financial statements were prepared
in accordance with generally accepted accounting principles. Discussions with
Piercy, Bowler, Taylor & Kern included the matters required by Statement on
Auditing Standards No. 61 (communication with Audit Committees). Piercy,
Bowler, Taylor & Kern provided to the Audit Committee the written disclosures
and the letter regarding its independence as required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), which
was discussed with Piercy, Bowler, Taylor & Kern.
Based on the Audit Committee's review of the audited financial statements
and the review and discussions described in the foregoing paragraphs, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for the fiscal year ended September 30, 2007 be included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended September
30, 2007 for filing with the Securities and Exchange Commission.
Submitted by: Peter Kuhr, Chairman
Dr. Michael Rosenman
Roger Schneier
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------------------
Piercy, Brown, Taylor & Kern has been selected as the Company's
independent accountants for the fiscal year ending September 30, 2008.
Selection of auditors is made by the Board of Directors Audit Committee
subject to stockholder ratification. Piercy, Brown, Taylor & Kern has no
financial interest, either direct or indirect, in the Company.
A representative of Piercy, Brown, Taylor & Kern is expected to be
available by telephone to have an opportunity to make a statement and/or
respond to appropriate questions from stockholders. The Company is asking its
stockholders to ratify the appointment of Piercy, Brown, Taylor & Kern because
it believes such a proposal is a matter of good corporate practice. If the
Stockholders do not ratify the appointment of Piercy, Brown, Taylor & Kern,
the Audit Committee will reconsider whether or not to retain Piercy, Brown,
Taylor & Kern, as the Company's independent public accounting firm, but may
determine to do so. Even if the appointment of Piercy, Brown, Taylor & Kern is
ratified by the stockholders, the Audit Committee may change the appointment
at any time during the year if it determines that a change would be in the
best interest of the Company and its stockholders.
The Board of Directors recommends voting "FOR" the ratification of the
appointment of the Piercy, Brown, Taylor & Kern, as the Company's independent
public accountants.
The following table list the aggregate fees billed for professional
services rendered for the audit of the Company's annual financial statements
for the years ended September 30, 2007 and 2006 including the reviews of the
unaudited interim financial statements of the Company's Form 10-QSB. The
Audit Committee pre-approves all audit and non-audit services provided by the
independent accountants prior to the rendition of such services.
2007 2006
---- ----
Audit Fees (1) $39,586 $33,006
Audit-Related Fees 0 0
Tax Fees (2) 2,949 3,311
All other fees(3) 20,349 0
(1) Audit fees consist of services rendered to the Company for the
audit of the Company's annual financial statements, reviews of
the Company's quarterly financial statements and related services.
(2) Tax fees consist of tax compliance and related tax services.
(3) All other fees would normally consist of fees for services other
than the services reported above.
STOCKHOLDER PROPOSALS AND NOMINATIONS
_____________________________________
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 29, 2009 and
must satisfy the requirements of Rule 14a-8 of Regulation 14A under the
Securities and Exchange Act of 1934. 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 2007, 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 14, 2009 and the stockholder satisfies the other requirements of Rule
14a-4(c).
THE COMPANY'S 2007 FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT
CHARGE TO ANY STOCKHOLDER ENTITLED TO VOTE AT THE MEETING.
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.
By Order of the Board of Directors
TODD M. AXELROD
Chairman of the Board
Dated: August 26, 2008
Las Vegas, Nevada
FRONT - PROXY CARD
- ------------------
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, September 26, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Todd M. Axelrod and Rod Lynam,
each with full power to act without the other, and with full power of
substitution, as the attorneys and proxies of the undersigned and hereby
authorizes them to represent and to vote, all the shares of Common Stock of
Gallery of History, Inc. that the undersigned would be entitled to vote, if
personally present, at the Annual Meeting of Stockholders to be held on
September 26, 2008 or any adjournment thereof, upon such business as may
properly come before the meeting, including the items set forth below.
1. ELECTION OF DIRECTORS FOR all nominees below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [ ] below [ ]
NOMINEES: Todd M. Axelrod, Rod Lynam, Michael Rosenman,
Roger Schneier and Peter Kuhr.
INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.
2. TO RATIFY SELECTION OF PIERCY, BOWLER, TAYLOR & KERN, AS CERTIFIED
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 2008 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
BACK OF CARD
- ------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: _____________________________________, 2008
___________________________________________
Signature
___________________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.)