______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 10-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO 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.
(Exact name of registrant 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)
(Zip Code)
(702) 364-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in rule 12b-2 of the Exchange Act). [ ] Yes [x] No
As of January 31, 2009 there were 6,425,984 shares of Common Stock outstanding.
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
______________________________________________________________________________
DECEMBER 31, SEPTEMBER 30,
2008 2008
(Unaudited)
--------- -----------
ASSETS
Cash $ 10,891 $ 9,576
Inventory of documents 6,365,834 6,382,828
Deferred tax assets 1,339,842 1,339,842
Property and equipment, net 975,451 990,610
Other assets 52,017 59,394
---------- ----------
TOTAL ASSETS $ 8,744,035 $ 8,782,250
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts payable $ 17,298 $ 29,168
Advances and notes payable:
Majority stockholder 1,400,083 1,310,226
Other 1,106,569 1,123,236
Preferred stock dividend payable 249,760 249,760
Other liabilities 85,499 80,842
---------- ----------
Total liabilities 2,859,209 2,793,232
---------- ----------
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;
1,615,861 shares issued (liquidation value,
$3,481,482, including cumulative unpaid
dividends in arrears of $249,760) 808 808
Additional paid-in capital 14,996,134 14,978,860
Deficit (6,491,013) (6,369,547)
Common stock in treasury,
5,509,324 shares, at cost (2,627,071) (2,627,071)
---------- ----------
Total stockholders' equity 5,884,826 5,989,018
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 8,744,035 $ 8,782,250
========== ==========
See the accompanying notes to consolidated financial statements.
_____________________________________________________________________________
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
_____________________________________________________________________________
THREE MONTHS ENDED
DECEMBER 31,
2008 2007
---- ----
REVENUES $ 137,124 $ 178,417
COST OF REVENUES 12,978 15,963
--------- ---------
GROSS PROFIT 124,146 162,454
--------- ---------
OPERATING EXPENSES:
Selling, general and administrative 219,904 233,068
Depreciation 8,464 9,252
--------- ---------
Total operating expenses 228,368 242,320
--------- ---------
OPERATING LOSS (104,222) (79,866)
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense:
Majority stockholder (10,375) (22,656)
Other (22,585) (23,339)
Rental income, net 15,671 25,112
Other 45 6,500
--------- ---------
Total other income (expenses) (17,244) (14,383)
--------- ---------
NET LOSS $ (121,466) $ (94,249)
========= =========
BASIC LOSS PER SHARE $(.02) $(.02)
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING 6,425,984 5,625,984
========= =========
See the accompanying notes to consolidated financial statements.
_____________________________________________________________________________
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
_____________________________________________________________________________
THREE MONTHS ENDED DECEMBER 31,
2008 2007
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(121,466) $ (94,249)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 15,159 9,448
Contributed services of majority stockholder 8,253 8,253
Stock-based compensation 9,021 9,021
Increase in operating (assets) liabilities:
Inventory of documents 16,994 16,044
Other assets 7,377 (4,246)
Accounts payable (11,870) 3,648
Other liabilities 4,657 1,404
-------- --------
Net cash used in operating activities (71,875) (50,677)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (1,056)
Proceeds from sale of property and equipment 6,500
--------
Net cash provided by investing activities 5,444
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings:
Majority stockholder 99,000 119,985
Other 94,500 36,000
Repayments of borrowings:
Majority stockholder (9,143) (1,678)
Other (111,167) (106,265)
-------- --------
Net cash provided by financing activities 73,190 48,042
-------- --------
NET INCREASE IN CASH 1,315 2,809
CASH, BEGINNING OF PERIOD 9,576 1,517
-------- --------
CASH, END OF PERIOD $ 10,891 $ 4,326
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during period for interest $ 50,690 $ 45,995
======== ========
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 December 31, 2008, and for
the three month periods ended December 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. Accordingly, 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 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 2008 Annual Report on Form
10-K, from which the September 30, 2008, balance sheet information is derived.
Economic Uncertainty
- --------------------
The United States is experiencing a widespread recession accompanied by
declining investment values, a reduction in general credit availability and
instability in the commercial and investment banking systems, and is engaged
in war, all of which are likely to continue to have far-reaching effects on
economic activity in the country for an indeterminate period. The near- and
long-term impact of these factors on the economy and the Company's operations,
or the Company's principal stockholder's ability to continue to provide
financial support to the Company, cannot be predicted at this time but may be
substantial.
Related Party Debt Conversion
- -----------------------------
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, 2010, with monthly interest payable at 6%. Interest
expense on the related party advance was $15,170 for the three month period
ended December 31, 2007. In June 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 at 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 $1,400,083 and $1,013,532 as
of December 31, 2008 and 2007, respectively. Interest expense on these
related party borrowings was $10,375 and $7,486 for the three months ended
December 31, 2008 and 2007, respectively. The borrowed funds were used to
supplement cash flows from operating activities.
Revenue-sharing Arrangement
- ---------------------------
Since fiscal 2007, the Company's principal officer and majority
stockholder 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 month periods ended December 31, 2008 and 2007, 11 and 12 documents
were sold for $7,784 and $7,096, respectively. The Company's revenue share,
which represents profit to the Company without any risk, was $5,853 and $5,373
for these periods, 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 includes share-based compensation expense of approximately $9,000
for each of the three month periods ended December 31, 2008 and 2007. The
outstanding options were not given effect in a computation of diluted results
per share for the period since to do so would have been anti-dilutive due to
losses.
Contributed Services
- --------------------
The Company's president and majority stockholder does not receive a
salary. Accordingly, the estimated value of his part-time services (at
approximately $30,000 per year) is recorded as expense and additional paid-in
capital.
Income Taxes
- ------------
The Company maintains 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
realized, after consideration of its tax planning strategies. The assessment
of 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, 2007, 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, loss carryovers, or the related valuation allowance as
a result of adoption of the provisions of FIN 48, including with respect to
its operating deficit.
Part 1 - Item 2 Financial Information
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS 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 current widespread
economic recession, 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 Company incurred a net cash flow deficiency from operating
activities largely due to the net loss incurred during the period. The
reduction in acquiring new inventory was offset mainly by the decrease in
accounts payable. This cash deficiency from operating activities was 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 2009. 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 December 31, 2008, there was $38,500 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.
As discussed in the notes to the financial statements, prior to 2007,
the Company borrowed $1,000,000 from its principal officer/stockholder, which
was converted into 800,000 shares of the company's common stock on June 11,
2008. The conversion rate of $1.25 represented a premium in relation to the
closing price of the common stock on the date of the transaction. The shares
were issued out of treasury stock held by the Company. 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 $1,400,083 and $1,013,532 as of December 31, 2008 and 2007,
respectively. The borrowed funds were used to supplement cash flows from
operating activities.
The Company endeavors to improve its operating results by increasing
its internet exposure. Its direct website has become the Company's principal
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 yet 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 also continues to offer
discount promotions on its website with some success, while still maintaining
its profit margin in excess of 90%.
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 his loans to the Company and, if
necessary, defer his right to receive interest payments and dividends on
preferred stock through at least October 31, 2010.
The foregoing notwithstanding, the United States is experiencing a
widespread recession accompanied by declining investment values, a reduction
in general credit availability and instability in the commercial and
investment banking systems, and is engaged in war, all of which are likely to
have continue to have far-reaching effects on economic activity in the country
for an indeterminate period. The near- and long-term impact of these factors
on the economy and the Company's operations, or the Company's principal
stockholder's ability to continue to provide financial support to the Company,
cannot be predicted at this time but may be substantial.
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. The Company's distribution channels consist of its
direct purchase websites and other internet avenues including eBay. Shipping
and handling costs and related customer charges are not significant.
Inventory of documents owned and operating cycle
- ------------------------------------------------
Documents owned are stated at cost on a specific-identification method,
not in excess of estimated market value. Management reviews the recorded cost
and estimated value of the documents owned on a regular basis (at least
quarterly) to determine the adequacy of the allowance for market value
declines, if any.
Management believes that the Company's inventory of documents is
generally appreciating, not depreciating, in 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. 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, 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 as of
its fiscal year end has ranged from its present level of approximately $6.4
million to roughly $7.2 million, which management believes is a sufficient
supply of documents to provide for managing rarity and its other purposes.
Management has no current intention of significantly changing the composition
of its inventory and, as a result, the Company accounts for changes in the
cost of documents owned as an adjustment to arrive at cash flows from operating
activities.
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, "Accounting for Income Taxes", 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, 2007, 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 operating 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.
Although technically effective for the Company's fiscal year beginning
October 1, 2009, 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.
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 was 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 23% comparing the first three month periods in
fiscal 2009 to fiscal 2008. Revenues generated from the Company's internet
website decreased 6% comparing the quarter periods. Revenues generated from
our eBay site decreased by 88% comparing the quarter periods. The
international economic crisis is having a negative effect on our business as
it is with virtually all sellers of luxury and non-essential merchandise.
Included in revenues is the 80% of gross profit from the sales generated
through the revenue-sharing arrangement the Company has with Mr. Axelrod, as
explained earlier. For the three month periods ended December 31, 2008 and
2007, are fees of $5,853 and $5,373, respectively, associated with this
arrangement.
Cost of documents sold increased slightly comparing the quarter periods
to 9.5% of net revenues for the quarter ended December 31, 2008 from 8.9% of
net revenues for the quarter ended December 31, 2007. The slight increase is
the result of increased promotional discounting of sales prices in the current
quarter period.
Total operating expenses decreased 6% comparing the two quarter
periods. Decreases in selling, general and administrative expense were
realized mainly in advertising, maintenance expenses and general insurances.
Depreciation expenses decreased 9% comparing the quarters as a result of
older equipment becoming fully depreciated.
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. This amounted to $15,671 for the three month
period ended December 31, 2008, as compared to $25,112 for three month period
ended December 31, 2007. The decrease is the result of a decline in
occupancy.
Item 3. Controls and Procedures.
__________________________
Based on their evaluation, as of December 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 December 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 has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Gallery of History, Inc.
_______________________________
(Registrant)
Date February 13, 2009 /s/ Todd M. Axelrod
_________________ _______________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date February 13, 2009 /s/ Rod Lynam
_________________ _______________________________
Rod Lynam
Treasurer and Director
(Principal Financial and Accounting Officer)