_______________________________ 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): February 22, 2002 Tangible Asset Galleries, Inc. _______________________________ (Exact name of registrant as specified in its charter) Nevada _______________________________ (State or other jurisdiction of incorporation) 0-21271 88-0396772 (Commission File Number) (IRS Employer Identification No.) 3444 Via Lido Newport Beach, California 92663 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 566-0021 N/A (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As previously discussed in the Company's periodic reports, the Company has reviewed the operations of its subsidiary, Gehringer and Kellar dba Keystone Stamp & Coin Exchange ("Keystone") with management of Keystone and the contribution of Keystone to the consolidated net income of the Company, especially considering the profit sharing arrangement in the compensation of the principal executives and former owners of Keystone. Previously, the Company had negotiated an agreement with management of Keystone ("Keystone Buyers") to divest the assets and assign the liabilities of Keystone, which has been approved by the board of directors of the Company subject to and contingent upon a final accounting and a written agreement. Operations of Keystone were transferred to the Keystone Buyers on November 28, 2001 pursuant to the negotiations while the final accounting and written agreement were being finalized. On February 22, 2002, a final accounting was agreed with the Keystone Buyers and the transaction has been substantially completed. Pursuant to the final accounting, the Company issued 325,000 shares of common stock of the Company to the Keystone Buyers as a fee for assuming the liabilities, such common shares having an aggregate value of $16,250, and the Keystone Buyers are to pay to the Company $135,086 for the net assets. 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 thereunto duly authorized. Dated: February 28, 2002 TANGIBLE ASSET GALLERIES, INC. By:/s/ Michael R. Haynes Michael R. Haynes President and Chief Financial Officer