EXHIBIT 14.1



GALLERY OF HISTORY, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY THE BOARD OF DIRECTORSON SEPTEMBER 27, 2004


The upholding of a strong sense of ethics and integrity is of the highest
importance to Gallery of History, Inc. (the "Company") and critical to its
success in the business environment.  The Company's Code of Business Conduct
and Ethics embodies the Company's commitment to such ethical principles and
sets forth the responsibilities of the Company to its shareholders, employees,
customers, lenders and other stakeholders.  The Company's Code of Business
Conduct and Ethics addresses general business ethical principles, conflicts
of interest, special ethical obligations for employees with financial
reporting responsibilities, insider trading laws, reporting of any unlawful
or unethical conduct, political contributions and other relevant issues.



GENERAL PRINCIPLES

It is the Company's firm belief that effective business relationships can
only be built on mutual trust and fair dealing.  The Company and all its
directors, officers and employees, to whom the Company's Code of Business
Conduct and Ethics is applicable, will conduct themselves in accordance with
the standards established herein.

The Company's Code of Business Conduct and Ethics outlines the fundamental
principles of legal and ethical business conduct as adopted by the Board of
Directors of the Company.  It is not intended to be a comprehensive list
addressing all legal or ethical issues which may confront the Company's
personnel.  Hence, it is essential that all personnel subject to the Company's
Code of Business Conduct and Ethics employ good judgment in the application of
the principles contained herein.



CONFLICTS OF INTEREST

Directors, officers and employees of the Company are expected to make
decisions and take actions based on the best interests of the Company, as a
whole and not based on personal relationships or benefits.  Generally, a
"conflict of interest" is an activity that is inconsistent with or opposed to
the best interest of the Company or one which gives the appearance of
impropriety.  As conflicts of interest can compromise the ethical behavior of
Company personnel, they should be avoided.

Employees should avoid any relationship which would create a conflict of
interest.  Employees are expected to disclose such relationships and
conflicts to their immediate supervisors.  Conflicts of interest involving
those with whom the Company does business should also be disclosed in writing
to such third parties.  Any waivers of conflicts of interest must be approved
by the Board of Directors and must be promptly disclosed to the Company's
shareholders.

Members of the Board of Directors are to disclose any conflicts of interest
and potential conflicts of interest to the entire Board of Directors as well
as the committees on which they serve.  Directors are to excuse themselves
from participation in any decision of the Board of Directors or a committee
thereof in any matter in which there is a conflict of interest or potential
conflict of interest.

Set forth below is specific guidance in respect to certain conflicts of
interest situations.  As it is not possible to list all conflicts of interest
situations, it is the responsibility of the individual, ultimately, to avoid
and properly address any situation involving a conflict of interest or
potential conflict of interest.  Company personnel who wish to obtain
clarification of the Company's conflicts of interest principles or further
guidance with respect to the proper handling of any specific situation should
consult his or her immediate supervisor.


Interest in Other Businesses:  All Company's directors, officers and
employees and their family members must avoid any direct or indirect
financial relationship with third parties with whom the Company has
relationships which would involve a conflict of interest or a potential
conflict of interest or compromise the individual's loyalty to the Company.
Written permission must be obtained from the Company's Board of Directors
before any such individual commences an employment, business or consulting
relationship with third parties with whom the Company has relationships.

Outside Directorships:  All Company's directors, officers and employees may
serve on the boards of directors of other profit-making organizations to the
extent that such service will not interfere or conflict with their respective
duties to the Company.  None of the Company's directors, officers or employees
may serve on the boards of directors of any business organization which is a
competitor of the Company, without the informed consent of the Company's
Board of Directors.

Individuals who serve as directors of other companies in the circumstances
permitted hereunder may retain any compensation earned from that outside
directorship unless otherwise specifically prohibited by the Company.  Unless
otherwise specifically authorized by the Company's Board of Directors,
individuals may not receive any form of compensation (whether in the form of
cash, stock or options) for service on a board of director of another business
organization if such service is at the request of the Company or in connection
with the investment of the Company in such business organization.  All
individuals must excuse themselves from any matters pertaining to the Company
and the business organization of which they are directors.

The Company reserves the right to request any individual to resign his or her
position as a director of other business organizations if such resignation is
determined by the Company's Board of Directors to be in the best interests of
the Company.  The Company may terminate its relationship with any individual
who does not comply with the Company's request in this regard.

Proper Payments:  All individuals should pay for and receive only that which
is proper.  Company personnel should not make improper payments for the
purposes of influencing another's acts or decisions and should not receive
any improper payments or gifts from others for the purposes influencing the
decisions or actions of Company's personnel.  No individual should give gifts
beyond those extended in the context of normal business circumstances.
Company personnel must observe all government restrictions on gifts and
entertainment.

Supervisory Relationships:  Supervisory relationships with family members
present special workplace issues.  Accordingly, Company personnel must avoid
a direct reporting relationship with family member or any individual with
whom a significant relationship exists.  If such a relationship exists or
occurs, the individuals involved must report the relationship in writing to
the Board of Directors.



FINANCIAL REPORTING RESPONSIBILITIES

As a public company, it is of critical importance that the Company's filings
with the Securities and Exchange Commission and other relevant regulatory
authorities be accurate and timely.  Hence, the Company's directors, officers
and employees are obligated to provide information to ensure that the
Company's publicly filed documents are complete and accurate.  The Company's
directors, officers and employees must take this responsibility seriously and
provide prompt and accurate answers and responses to inquiries related to the
Company's public disclosure requirements.

The President of the Company has the ultimate responsibility of ensuring the
integrity of the filings and disclosure made by the Company required by the
rules and regulations of the Securities and Exchange Commission and other
relevant regulatory authorities.  In the performance of their duties relating
to the Company's public disclosure obligations, the Company's directors,
officers and employees must:

a)       Act with honesty and integrity;
b)       Provide information that is accurate, complete, objective, fair and
         timely;
c)       Comply with rules and regulations of federal, state, provincial and
         local governments and other relevant public and private regulatory
         authorities;
d)       Act in good faith with due care, competence and due diligence;
e)       Respect the confidentiality of information acquired in the course of
         the  performance of one's duties;
f)       Promote ethical and proper behavior in the work environment; and
g)       Report to the Chairman of the Audit Committee any conduct that the
         individual believes to be a violation of law of the Company's Code
         of Business Conduct and Ethics.



INSIDER TRADING

Regulation FD
-------------
Regulation FD (Fair Disclosure) implemented by the Securities and Exchange
Commission provides that when the Company, or person acting on its behalf,
discloses material nonpublic information to certain enumerated persons (in
general, securities market professionals and holders of the Company's
securities who may well trade on the basis of the information), it must make
public disclosure of that information.  The timing of the required public
disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make
public disclosures simultaneously; for non-intentional disclosure the Company
must make public disclosure promptly.  Under the regulation, the required
public disclosure may be made by filing or furnishing a Form 8-K, or by
another method or combination of methods that is reasonably designed to
effect broad, non-exclusionary distribution of the information to the public.

It is the policy of the Company that all communications with the press be
handled through the Company's President.

Confidentiality of Nonpublic Information:  Nonpublic information relating to
the Company is the property of the Company and the unauthorized disclosure of
such information is strictly forbidden.

Applicability of Insider Trading Regulations to Securities of Other Companies:
The Company's Insider Trading Policy shall also apply to material nonpublic
information relating to other companies, including the Company's customers,
vendors or suppliers ("business partners"), when that information is obtained
in the course of employment with, or other services performed on behalf of the
Company.  All directors, officers and employees should treat material
nonpublic information about the Company's business partners with the same
care as is required with respect to information relating directly to the
Company.



DUTY TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT

All employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws.  Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to the Company's President;
provided, however, that the incident must be reported to any member of the
Company's Board of Directors if it involves an alleged breach of the Company's
Code of Business Conduct and Ethics by the President.  Any failure to report
such inappropriate or irregular conduct of others shall be treated as a
severe disciplinary matter.  It is against Company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of the Company's Code of Business Conduct and Ethics of another.



POLITICAL CONTRIBUTIONS

No assets of the Company, including the time of Company personnel, the use of
Company premises or equipment and direct or indirect monetary payments, may be
contributed to any political candidate, political action committees, political
party or ballot measure without the approval of the Company's Board of
Directors.



COMPLIANCE PROGRAM

In order to implement the principles of the Company's Code of Business Conduct
and Ethics and to establish a compliance program, the Company has adopted the
following policies:

Selection of Board Nominees:  The Company's Board of Directors will be
responsible for the selection of candidates for the nomination of all members
of the Board of Directors.

Board Membership Criteria:  The Board of Directors' policy is to encourage
selection of directors who will contribute to the Company's overall corporate
goals of responsibility to its shareholders.

Board Committees:  The Board of Directors has a Compensation Committee, an
Audit Committee and an Executive Committee.  From time to time, the Board of
Directors may establish additional committees.

Committee Member Selection:  The Board of Directors will designate the members
and Chairs of each committee.  The membership of the Audit Committee shall
meet all applicable criteria of the rules and regulations of the Securities
and Exchange Commission and any stock exchange or stock quotation system on
which the shares of the Company may then be traded.

Insider Trading Compliance:  The Board of Directors have adopted an Insider
Trading Compliance Policy for the purposes of educating and ensuring that all
subject persons are fully aware of the rules and regulations of the Securities
and Exchange Commission with respect to insider trading.  All Company
personnel shall have full access to the President and the Company's outside
counsel with respect to any insider trading questions or issues.

Financial Reporting; Legal Compliance and Ethics:  The Board of Directors'
governance and oversight functions do not relieve the Company's executive
management of its primary responsibility of preparing financial statements
which accurately and fairly present the Company's financial results and
condition, the responsibility of each executive officer to fully comply with
applicable legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company.

Corporate Communications:  Management has the primary responsibility to
communicate with investors, the press, employees and other stakeholders on a
timely basis and to establish policies for such communication.

Access to President:  All Company personnel shall be accorded full access to
the Company's President with respect to any matter which may arise relating
to the Company's Code of Business Conduct and Ethics; provided, however, that
all Company personnel shall be accorded full access to the Company's Board of
Directors if any such matter involves an alleged breach of the Company's Code
of Business Conduct and Ethics by the president.