SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10-KSB

       [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                               EXCHANGE ACT OF 1934
                    For the fiscal year ended September 30, 2003

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                               EXCHANGE ACT OF 1934

                          Commission file number  0-13757


                              GALLERY OF HISTORY, INC.
              (Name of Small Business Issuer 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)

       Issuer's telephone number (including area code): (702) 364-1000

         Securities registered under Section 12(b) of the Act: None

            Securities registered under Section 12(g) of the Act:
                         Common Stock, par value $.0005
                               (Title of Class)

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [  ]

Issuer's revenues for the most recent fiscal year:   $1,323,366

The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant (1,344,950 shares) as of December 1, 2003
was approximately $6,038,826 based upon $4.49, the price at which the stock
was sold on such date.

The Registrant had 5,625,984 shares of Common Stock outstanding as of
December 1, 2003.

Documents Incorporated by Reference: None


Forward Looking Statements

        In addition to historical information, this Annual Report on Form
10-KSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 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.  Actual results could
differ materially from management's current expectations.  For
example, there can be no assurance that additional capital will not be
required or that additional capital, if required, will be available on
reasonable terms, if at all, at such times and in such amounts as may
be needed by the Company.




                                     PART I

Item 1. Business
        --------
        Business Development
        --------------------
        The Gallery of History, Inc. (hereinafter the "Company") was
incorporated in the State of Nevada on November 10, 1981.

        The Company is engaged in the business of marketing historical
documents such as letters, documents and signatures of presidents and
other governmental and political figures, significant physicians,
inventors, Nobel Prize winners, explorers, aviators, scientists,
entertainers, authors, artists, musicians, composers, clergymen,
judges, lawyers, military figures, and well-known persons in sports,
among others.  Most of the documents were written or executed by
persons now deceased, but a significant number were written or
executed by persons still living, particularly in the entertainment,
sports and political areas. The Company's inventory of documents
currently consists of approximately 181,000 different documents.
Retail sales of documents are made from a gallery located at its
headquarters in Las Vegas, Nevada.  However, documents are largely
sold through auctions conducted at the Company's headquarters location
and sales conducted over the Company's websites.

        The Company's marketing efforts principally target individuals
who have appreciated or collected antiques, paintings, lithographs,
and other works of art or other collectibles, but not necessarily
historical documents, and who may lack awareness of the availability
of historical documents for purchase.  For each of the fiscal years
2003 and 2002, the Company held seven and eight auctions, respectively
and participated in six auctions (four in 2003 and two in 2002)
organized and conducted by other organizations.  All of the documents
are preserved by utilizing museum quality encapsulation materials,
mattings and protective coverings that are characteristically acid-
free, and by other steps taken to ensure the longevity of the
documents.

        The Company also sells a book entitled The Handbook of Historical
Documents - A Guide to Owning History authored by Todd M. Axelrod, the
Company's President, Chairman of the Board, and majority shareholder.
Sales of the book have been immaterial to date.




Inventory of Documents Owned
----------------------------
        The Company purchases documents principally at auctions and from
private collectors, dealers in historical documents, estates and
various individuals who are not collectors but are in possession of
documents.  These avenues of supply are likely to continue to be the
Company's main sources of inventory.

        The Company catalogues its diverse inventory using internally
developed software and a computer server network.  The system allows
the Company's sales staff to identify inventory held in the Company's
central repository, obtain descriptions of the documents, and even
obtain images of the documents to exhibit to customers.




Certificates of Authenticity
----------------------------
        Documents purchased by the Company frequently are acquired by the
Company with guarantees from the sellers.  Whether or not the Company
receives such a guarantee, it purchases documents subject to its own
verification of authenticity.  To ascertain authenticity, the Company
may utilize information provided by the seller as to the transfer of
ownership of documents; it may subject the documents to its own expert
examination; it may employ outside experts available to it to examine
the documents; or it may use other means.

        The Company makes available to its customers a ten-year
Certificate of Authenticity, which obligates the Company to refund to
the customer the purchase price paid if any document is proven non-
authentic.  Should the Company's determination of authenticity of
documents be erroneous, it would be likely to suffer a loss as a
consequence thereof unless redress by the Company against the seller
of the documents could be obtained.  The Company does not carry any
insurance and is currently not aware of any entity which would offer
or underwrite such insurance at commercially reasonable rates to
protect it against a loss arising from either the purchase of
documents lacking authenticity or claims by customers for recovery
against the Certificates of Authenticity it issues.  Claims made
against the Company pursuant to its Certificates of Authenticity have
been immaterial, accordingly, the Company has not established a
reserve against the risk of forgery or against any exposure under the
Certificates of Authenticity.






Competition
-----------
        The Company does not regard the business of marketing historical
documents as a definable industry.  There are a great number of
dealers of historical documents, of which many are only part-time
operators, many are located in homes without any established
commercial location and many are located in commercial office
buildings or have retail space in metropolitan areas.  The Company
competes primarily with art galleries, antique stores and sellers of
other collectible items, as well as dealers in historical documents.

        In the past several years, many autograph dealers have closed
their retail gallery operations and are attempting to sell their
inventories through auctions and the internet.  In addition, many
upscale malls are remerchandising for middle-market masses as the
consumer looks for warehouse shopping.  Since closing the Company's
retail galleries several years ago, the majority of the Company's
sales have been through its websites and internal auction efforts.

        When acquiring documents, the Company competes with persons who
acquire documents for resale, as well as private collectors.  The
principal sources for documents are auctions held in the United States
and abroad, private collectors, dealers in historical documents,
estate sales, and the recipients of documents and/or their families.

        In the event prices for historical documents increase materially,
the Company's ability to acquire documents, and, in turn, its ability
to market such newly acquired documents to the general public, may be
adversely affected.  However, if prices for historical documents
significantly increase, the resale/wholesale value of the Company's
181,000 document inventory would be positively affected.  The Company,
on a limited basis, accepts consignments for its internally promoted
and managed auctions.  To the extent the Company is successful in
attracting consignments, it would be positively impacted by this
higher price scenario because the Company receives a commission from
both the buyer and consignor which is based upon a percent of the
"hammer" or selling price.

        There is no assurance that the Company will be able to continue
to realize significant profit margins for its merchandise.  Moreover,
existing dealers may choose to compete with the Company in the same
manner or in a more favorable format than that of the Company.



Seasonal Business
-----------------
        The Company has experienced in the past a surge in retail sales
in November and December, the traditional holiday shopping season.
Because the Company expects to receive less than 15% of its revenues
from its gallery-retail source, the benefit from a spike in holiday
shopping would be minimal.



Employees
---------
        As of December 1, 2003, the Company had nine full-time employees,
in addition to its four executive officers.




Item 2. Properties
        ----------
        The Company owns a building located at 3601 West Sahara Avenue,
Las Vegas, Nevada where its executive offices and framing operations
are located.  The building contains approximately 33,187 square feet
of net leasable space of which the Company currently occupies 17,992
square feet and leases or is offering to lease the remaining space to
others.  As of December 1, 2003, 9,931 square feet was being leased to
five tenants for an aggregate monthly rental of $13,898 under leases
expiring at varying times from December 2003 through October 2012.
The Company believes that its headquarters' building is adequate for
its purposes for the foreseeable future and that the building is
adequately covered by insurance.  The property is collateral for a
loan instrument - see Note 5 to Consolidated Financial Statements.




Item 3. Legal Proceedings
        -----------------
None.




Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        On August 11, 2003, the Company held its annual meeting of
shareholders for the following purposes:  (1) to elect five Directors
to serve until the next annual meeting of shareholders; and (2) to
approve the appointment of Piercy, Bowler, Taylor & Kern, Certified
Public Accountants and Business Advisors, a professional corporation
(PBTK), as the Company's independent auditors for the fiscal year
ending September 30, 2003.


        At the Meeting the following Directors were elected:

                             VOTES  CAST
                                 FOR                  WITHHELD
       NOMINEES                ELECTION              AUTHORITY
---------------------        -----------             ---------
Todd M. Axelrod               5,401,865                85,535
Rod Lynam                     5,398,665                88,735
Pamela Axelrod                5,398,665                88,735
Michael Rosenman              5,487,396                     4
Glen Olnick                   5,487,396                     4


        Voting for the appointment of PBTK as the Company's independent
auditors, 5,487,394 shares were in favor, 4 against and 2 abstain.






                                    PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
        --------------------------------------------------------------------
        (a)  The Company's Common Stock, par value $.0005, is quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") Small-Cap Market under the symbol HIST.  The following table sets
forth the high and low sale price for the Company's Common Stock for the
periods indicated as reported on NASDAQ.  The quotations set forth below
represent prices between dealers and do not include retail markups, markdowns
or commissions, nor do they represent actual transactions.

                                          Low Sale            High Sale
                                           Price                Price
                                           -----                -----
Fiscal 2002
 October 1, 2001 - December 31, 2001      $5.00                $7.50
 January 1, 2002 - March 31, 2002          5.25                 7.54
 April 1, 2002 - June 30, 2002             4.00                 7.38
 July 1, 2002 - September 30, 2002         4.60                 6.00

Fiscal 2003
 October 1, 2002 - December 31, 2002      $3.23                $5.10
 January 1, 2003 - March 31, 2003          3.82                 4.15
 April 1, 2003 - June 30, 2003             3.85                 4.05
 July 1, 2003 - September 30, 2003         3.05                 4.59

        (b)  As of October 1, 2003 there were approximately 130 holders
of record of the Company's Common Stock before calculating individual
participants in security position listings pursuant to Rule 17Ad-8
under the Securities Exchange Act of 1934.  The Company's transfer
agent and ADP reported approximately 192 beneficial owners of the
Company's common stock as of July 10, 2003.

        (c)  Since its inception in November 1981, the Company has not
paid any cash dividends to the holders of its Common Stock.  The
Company presently intends to retain any earnings for its internal cash
flow use and possible repurchase of its own common stock.

        (d)  The following table sets forth certain information
concerning all equity compensation plans previously approved by
shareholders as of September 30, 2003.

                           Number of         Weighted average      Number of
                       Securities to be       exercise price      Securities
                          issued upon         of outstanding       remaining
                          exercise of        options, warrents   available for
   Catagory           outstanding options,       & rights       future issuance
                       warrants & rights
                       -----------------         --------       ---------------
Equity compensation          20,000                $4.50               -0-
plan approved by
stockholders

Equity compensation
plan not approved by
stockholders                   N/A                  N/A                N/A
                             ------                 ----               ---
Total                        20,000                $4.50               -0-




Item 6. Management's Discussion and Analysis of Financial Condition
        and Results of Operations
        ------------------------------------------------------------

        Liquidity and Capital Resources
        -------------------------------
        The unique characteristic of some documents owned may become more
rare with their current market value rising significantly over time.
In many instances the Company has a supply of similar documents that,
if marketed simultaneously, may 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.

        The Company has a bank line of credit in the amount of $100,000
through August 2004.  Loans under the line are secured by the
Company's inventory of documents owned and bear interest at the prime
rate plus 1.5%.  As of September 30, 2003, there was $80,000 drawn
against this line of credit.  The Company's term mortgage note was
renewed in July 2002 in the amount of $1,541,389 and has a 9% interest
rate and a maturity date of July 15, 2007.  The note is collateralized
by the Company's building.  Prior to fiscal 2001, the Company borrowed
$1,000,000 from its majority shareholder and president, Todd Axelrod.
The note is due April 30, 2004, with interest payments monthly at a
rate of 8%.  The purpose of this note was to reduce the Company's
outstanding line of credit and to finance its stock repurchase
program.  The Company has also borrowed funds from Mr. Axelrod, from
time to time during the fiscal years 2002 and 2001.  The funds
borrowed bear interest at the same rate as Mr. Axelrod pays on his
personal line of credit, which was 5% as of September 30, 2003.  The
balance of the funds borrowed was $2,158,355 as of September 30, 2003.
The funds were used to supplement operating activities.

        The Company believes that its current cash requirements will be
met by appropriately managing the timing and volume of new document
acquisitions and availability for sale, generating revenues from its
operations, drawing amounts available under its existing line of
credit facilities, seeking additional borrowings or advances against
its documents inventory and borrowing amounts from Mr. Axelrod as
required. Mr. Axelrod has, to the extent reasonable based upon his
ability to do so, committed to continue funding or guarantee
additional debt, should it be required.  Mr. Axelrod has also agreed
not to demand payment on amounts the Company has borrowed and, if
necessary, defer his right to receive interest payments through at
least October 1, 2004.

        Historically, cash flow deficiencies have been funded with
borrowing from Mr. Axelrod.  Management believes, but there is no
assurance, that the need for such borrowing should diminish and
profitability and cash flows should improve with the full
implementation of the Company's strategic plans.

        The Company's strategic plans are to improve operating results by
taking steps to increase sales through its direct purchase website,
its highest margin distribution channel.  With a market potential that
is world-wide, and unlimited in terms of inventory exposure, the
Company has seen steady increases in the revenue produced through this
outlet.  When the Direct Purchase website was first introduced it
offered a small, limited, inventory of moderately priced inventory.
But as fiscal 2003 wound to a close the website had been materially
enlarged to include more than 14,000 document choices spread over an
expanded list of categories and historical genres.  And as the Company
moves in to fiscal 2004, the aggressive development of the website
continues, with a short-term goal of ultimately offering upwards of
25,000 to 30,000 pieces.  Further, owing to the size and diversity of
its inventory, management feels the Company is uniquely positioned to
favorably compete with any, and all, firms offering similar products.
Equally important is the fact that with no limitations, or added costs
for the development of this outlet, the Company can, in time, add its
entire available inventory to this outlet, thus providing a global
audience with a diversity of choice unparalleled in our industry.  The
Company also continues its investigation of productive links with
other organizations, thus expanding its market through cooperative
alliances with firms and/or institutions whose audiences are
understood to possess potential as document buyers.  For example, the
Company recently entered into a cooperative alliance agreement with a
cable television channel.

        The Company anticipates no material commitments for capital
expenditures in the near term, as the Company is not currently
contemplating additional expansion.  Management is not aware of any
trend in the Company's capital resources, which may have an impact on
its income, revenue or income from continuing operations.




Critical Accounting 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 primary
distribution channel over the past few years has been internally
promoted and managed auctions to sell its documents and certain
documents it may hold from time to time on consignment.  Such sales
totaled approximately 50% and 60% of the Company's revenues in 2003
and 2002.  For each item sold through the Company's internal auctions,
a 15% premium (processing fee) is charged plus a commission on
consigned sales.  Shipping and handling costs and related customer
charges are not significant.  Revenues generated from the Company's
direct purchase website amounted to 27% of total revenues during 2003,
up from 6% of total revenues in 2002.  The Company generated revenues
from externally managed and promoted auctions, which totaled
approximately 12% and 20% of the Company's revenues in 2003 and 2002.
The outside auction operator's shares in the document's selling price
(approximately 5%) and the Company records the balance as revenue.
The balance of the Company's sales are generated through its corporate
office.




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 of September 30, 2003, on an aggregate
historical cost basis (not number of documents), only about one-third
of the Company's documents are listed on one or more of the various
distribution channels or displayed for sale.  By point of reference,
the aggregate cost of these actively marketed items is approximately
three times the cost of documents sold during the year.  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 $6.3 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.




Results of Operations
---------------------

Fiscal 2003 Compared to Fiscal 2002
-----------------------------------
        Revenues increased 6% comparing the fiscal year ended September
30, 2003, to the fiscal year ended September 30, 2002.  Primarily, the
increase resulted from revenues generated from the Company's websites
offset by a decline in the use of external auctions.  These revenues
comprised 27% of total revenues in the current year compared to 6% of
total revenues in the previous year.  The Company has enhanced its
websites and made available a larger selection of documents that are
aggressively priced to compete with the price-driven collector.
Revenues generated from external auctions the Company participated in
decreased to 12% of total revenues for fiscal year 2003 from 19% of
total revenues during fiscal 2002.  The competitive nature of the
document auction market, and the resulting decline in document values,
has rendered it difficult for the Company to produce acceptable
margins and, therefore, the Company has reversed its involvement with
external auctions.  Revenues generated through the Company's internal
auctions decreased 11% to 50% of total revenues generated in the
current year from 60% of total revenues in the previous year.  This
was principally due to seven auctions conducted during the current
fiscal year compared to eight auctions conducted in the previous
fiscal year.

        Cost of revenues is comprised of the actual document cost.  The
cost of shipping and handling charges and related customer charges are
not significant.  The cost of revenues decreased 18% to 26% of net
revenues for fiscal 2003 compared to 34% for fiscal 2002.  This
decrease in document cost resulted from the Company's reduced
participation in external auctions.  As noted above, revenues
generated in fiscal 2003 from external auctions amounted to only 12%
of total revenues.  However, the cost of revenues from external
auctions amount to 50% of net revenues.  During fiscal 2002, 19% of
total revenues were generated from external auctions and the
corresponding cost of revenues amounted to 52% of net revenues.  In
comparison, cost of revenues generated from internal auctions during
fiscal 2003 amounted to 22% of net revenues and revenues generated
from the internet direct purchase program amounted to 23% cost of
revenues to net revenues.

        Total operating expenses increased 1% comparing fiscal 2003 to
fiscal 2002.  Total selling, general and administrative expenses
increased 2%.  The increase primarily occurred in website advertising
expenditures and salaries.  Although total advertising expense
(including catalog costs) declined by 19% from fiscal 2002 to 2003,
internet advertising charges increased to 4% of net revenues during
fiscal 2003 from 2% of net revenues during fiscal 2002.  Salaries and
related taxes increased to 62% of net revenues in fiscal 2003 compared
to 49% of net revenues in fiscal 2002.  Salaries of the principal
owners of the Company were suspended for the first three quarters of
fiscal 2002.  These salaries resumed in the fourth quarter 2002,
however, they are being accrued and not paid to assist the Company's
cash position.

        Also 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 revenues realized are offset and included net in other income
and expense.  This amounted to approximately $72,000 operating profit
for fiscal 2003 as compared to approximately $42,000 operating profit
for fiscal 2002.  Rental revenues increased 26% comparing fiscal year
2003 to 2002 as a result of increases in tenants rents.  Other income
in fiscal 2003 also included approximately $24,000 relating to the
settlement of a legal action.




















Item 7. Financial Statements.









                              TABLE OF CONTENTS

                                                                  PAGE
                                                                  ----

           Report of Independent Auditors                          13


           Consolidated Balance Sheets - September 30,
              2003 and 2002                                        14


           Consolidated Statements of Operations for the
              years ended September 30, 2003 and 2002              15


           Consolidated Statements of Stockholders'
              Equity for the years ended September 30,
              2003 and 2002                                        16


           Consolidated Statements of Cash Flows for the
              years ended September 30, 2003 and 2002              17


           Notes to Consolidated Financial Statements              18












REPORT OF INDEPENDENT AUDITORS




To the Board of Directors and Stockholders
   of Gallery of History, Inc.:




We have audited the accompanying consolidated balance sheets of
Gallery of History, Inc. (a Nevada Corporation) and subsidiaries (the
"Company") as of September 30, 2003 and 2002, and the related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended.  The financial statements are
the responsibility of the Company's management.

We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Gallery of
History, Inc. and subsidiaries as of September 30, 2003 and 2002, and
the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted
in the United States.







/s/ PIERCY, BOWLER, TAYLOR & KERN
Certified Public Accountants and Business Advisors, a Professional Corporation






Las Vegas, Nevada
October 21, 2003






GALLERY OF HISTORY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND 2002
__________________________________________________________________

                                               2003         2002
                                               ----         ----
         ASSETS

Cash                                       $    2,034   $   12,494
Inventory of documents owned                6,303,706    6,460,125
Deferred tax assets                         1,262,819      965,267
Property and equipment, net                 1,465,499    1,568,553
Other assets                                  156,290      171,288
                                            ---------    ---------
                                           $9,190,348   $9,177,727
                                            =========    =========




       LIABILITIES

Accounts payable                           $   40,124   $   25,046
Notes payable:
  Majority shareholder                      3,158,355    2,809,133
  Other                                     1,545,373    1,579,514
Accrued salaries due to
  majority shareholder                        486,962      172,376
Other liabilities and accruals                 98,073      108,679
                                            ---------    ---------
                                            5,328,887    4,694,748
                                            ---------    ---------


   STOCKHOLDERS' EQUITY

Common stock: $.0005 par value;
  authorized, 20,000,000 shares;
  11,935,308 shares issued                      5,968        5,968
Additional paid-in-capital                  9,851,655    9,870,655
Deferred compensation                           --         (18,709)
Accumulated deficit                        (2,987,491)  (2,366,264)
Common stock in treasury,
  6,309,324 shares, at cost                (3,008,671)  (3,008,671)
                                            ---------    ---------
                                            3,861,461    4,482,979
                                            ---------    ---------
                                           $9,190,348   $9,177,727
                                            =========    =========





See notes to consolidated financial statements.
________________________________________________________________

GALLERY OF HISTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
________________________________________________________________

                                            2003         2002
                                            ----         ----
REVENUES                                $1,323,366   $1,246,716

COST OF REVENUES                           344,035      420,049
                                         ---------    ---------

GROSS PROFIT                               979,331      826,667
                                         ---------    ---------


OPERATING EXPENSES
 Selling, general and administrative     1,502,039    1,471,868
 Depreciation                              169,422      177,980
                                         ---------    ---------
                                         1,671,461    1,649,848


OPERATING LOSS                            (692,130)    (823,181)
                                         ---------    ---------

OTHER INCOME (EXPENSE)
 Interest expense:
    Majority shareholder                  (183,573)    (177,512)
    Other                                 (141,261)    (149,134)
 Rental income, net                         79,195       42,176
 Other                                      18,990        3,153
                                         ---------    ---------
                                          (226,649)    (281,317)
                                         ---------    ---------

NET LOSS BEFORE INCOME TAX BENEFIT        (918,779)  (1,104,498)

INCOME TAX BENEFIT                         297,552      368,361
                                         ---------    ---------

NET LOSS                                $( 621,227)  $( 736,137)
                                         =========    =========




BASIC AND DILUTED LOSS PER SHARE             $(.11)       $(.13)
                                              ====         ====

WEIGHTED AVERAGE SHARES OUTSTANDING      5,625,984    5,625,984
                                         =========    =========




See notes to consolidated financial statements.
________________________________________________________________



GALLERY OF HISTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
______________________________________________________________


                     Additional                            Common
       Common Stock    Paid-in   Deferred    Accumulated  Stock in
     Shares Par Value  Capital Compensation    Deficit    Treasury      Total
    ------  ---------  ------- ------------    -------    --------      -----

Balance at 10/1/2001
  11,935,308 $5,968 $9,813,072 $( 85,830)  $(1,630,127)$(3,008,671) $5,094,412

Vesting of restricted
stock  --      --       57,583      --            --          --        57,583

Deferred compensation
adjustment
       --      --         --      67,121          --          --        67,121
Net loss
       --      --         --        --        (736,137)       --      (736,137)
  ----------  -----  ---------    ------     ---------   ---------   ---------


BALANCE AT 9/30/2002
  11,935,308  5,968  9,870,655   (18,709)   (2,366,264) (3,008,671)  4,482,979


Vesting of restricted
stock  --      --      (19,000)     --            --          --       (19,000)

Deferred compensation
adjustment
       --      --         --      18,709          --          --        18,709
Net loss
       --      --         --        --        (621,227)       --      (621,227)
  ----------  -----  ---------    ------     ---------   ---------   ---------

BALANCE AT 9/30/2003
  11,935,308 $5,968 $9,851,655   $  --     $(2,987,491)$(3,008,671) $3,861,461
  ==========  =====  =========    ======     =========   =========   =========







See notes to consolidated financial statements.
________________________________________________________________








GALLERY OF HISTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
__________________________________________________________________

                                                  2003          2002
                                                  ----          ----

OPERATING ACTIVITIES
Net cash used in operating activities        $ (224,926)    $ (357,854)
                                              ---------      ---------


INVESTING ACTIVITIES
Proceeds on disposal of property                  1,750           --
Purchase of property and equipment             (102,365)       (21,026)
                                              ---------      ---------
Net cash used in investing activities          (100,615)       (21,026)
                                              ---------      ---------


FINANCING ACTIVITIES
Proceeds from borrowings:
    Majority shareholder                        397,260        459,500
    Other                                       439,214        433,000
Repayments of borrowings:
    Majority shareholder                        (48,038)       (35,606)
    Other                                      (473,355)      (473,477)
                                              ---------      ---------
Net cash provided by financing activities       315,081        383,417
                                              ---------      ---------



NET INCREASE (DECREASE) IN CASH                 (10,460)         4,537

CASH, BEGINNING OF YEAR                          12,494          7,957
                                              ---------      ---------

CASH, END OF YEAR                            $    2,034     $   12,494
                                              =========      =========












See notes to consolidated financial statements.
________________________________________________________________



GALLERY OF HISTORY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
_____________________________________________________________________

1.	SIGNIFICANT ACCOUNTING POLICIES

Business Activity - Gallery of History, Inc. and its 100%-owned
subsidiaries (collectively the "Company"), acquire documents of
historical or social significance and market these documents to the
general public.

The Company makes available to its customers a certificate of
authenticity, valid for ten years from date of purchase, for each
document it sells.  Under the certificate, the Company is required to
refund to the customer the purchase price should any document prove to
be a forgery or otherwise lack authenticity. Historically, such
refunds have been insignificant.  To ascertain authenticity, the
Company under certain circumstances may rely upon the reputation of
sellers, the history of prior ownership of such documents, and/or
opinions of experts.


Principles of Consolidation - The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries.
Significant inter-company accounts and transactions have been eliminated.


Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect reported
amounts and disclosures, some of which may require revision in future
periods.  Estimated valuation allowances for deferred tax assets (Note 7)
and are subject to material changes within the next year.


Revenues - The Company recognizes revenues from document sales when
title passes to the customer upon shipment.  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
valuation declines, if any.

Because of wide variations in the time between purchase and sale of
many of such documents, 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 accounts for changes in the cost of documents owned as an
adjustment to arrive at cash flows from operating activities.


Property and Equipment - Property and equipment (Note 2) are stated at
cost.  Depreciation of property and equipment are provided on the
straight-line method over their estimated useful lives (30 years for
buildings and 3-15 years for other classifications).  Depreciation
expense and certain other expenses related to the Company's building
are allocated between operating and rental activities generally on a
per square foot basis.

In addition to land, building and equipment, property and equipment also
includes the cost to develop internal-use software and the Company's
website.  These costs are reviewed for possible impairment at least quarterly.


Advertising Costs - Advertising, including all sales material and catalog
costs, $181,750 in 2003 and $224,715 in 2002, are generally expensed as
incurred and are included in general, selling and administrative expenses.
Advertising costs exclude website maintenance costs.


Stock-based compensation - The Company accounts for stock-based employee
compensation (Note 6) using the intrinsic value method in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.


Net loss per share - For 2032 and 2002, options to purchase 20,000
shares of common stock (Note 6) were excluded from the computation of
diluted loss per share because inclusion would have been anti-
dilutive.  The computation includes 100,000 restricted common shares
issued in connection with a consulting agreement which expired during
the current fiscal year (Note 9).


Warranty of Authenticity - The Company makes available to its
customers a ten-year Certificate of Authenticity, which obligates the
Company to refund to the customer the purchase price paid if any
document is proven non-authentic.  Historically, claims made against
the Company pursuant to its Certificates of Authenticity have been
immaterial, accordingly, the Company has not established a loss
provision for the risk of forgery or for the future cost, if any, of
its warranty policy.





2.	PROPERTY AND EQUIPMENT
Property and equipment at September 30, 2003 and 2002, consists of the
following:
                                             2003         2002
                                             ----         ----
Land                                     $  580,000   $  580,000
Equipment and furniture                     720,396      712,985
Software                                    437,911      432,994
Office building and improvements          1,653,729    1,586,729
Construction in process                       --          17,000
                                          ---------    ---------
                                          3,392,036    3,329,708
Less accumulated depreciation            (1,926,537)  (1,761,155)
                                          ---------    ---------
                                         $1,465,499   $1,568,553
                                          =========    =========



Approximately 50% of the Company's office building is leased or is
available to lease to tenants (Note 8).  Property and equipment
identifiable with the rental operation and the Company's use is as
follows:

                                             2003         2002
                                             ----         ----
Office building                          $1,495,751   $1,445,751
Less accumulated depreciation              (825,373)    (780,519)
                                          ---------    ---------
                                         $  670,378   $  665,232
                                          =========    =========





3.	OTHER ASSETS

Other assets at September 30, 2003 and 2002, consist of the following:

                                             2003         2002
                                             ----         ----
Framing materials                          $102,567     $106,407
Prepaid expenses                             38,444       49,181
Accounts receivable                           --           1,777
Other                                        15,279       13,923
                                            -------      -------
                                           $156,290     $171,288
                                            =======      =======






4.	RELATED PARTY TRANSACTIONS

Prior to 2002, the Company borrowed $1,000,000 from its principal
officer/stockholder, Todd Axelrod, to repay bank debt.  The note is
due April 30, 2004, with monthly interest payments at a rate of 8%.
Interest expense on the related party note was $81,111 for each year
during fiscal 2003 and 2002.  The Company has also borrowed funds from
Mr. Axelrod, from time to time during the fiscal year 2003 and 2002.
The funds borrowed bear interest at the same rate as Mr. Axelrod pays
on his personal line of credit which is 5% as of September 30, 2003.
The balance of the funds borrowed was $2,158,355 and $1,809,133 as of
September 30, 2003 and September 30, 2002, respectively.  Interest
expense on these related party borrowings were $102,461 and $96,401
during fiscal years 2003 and 2002, respectively.  The funds were used
to supplement cash flows from operating activities.  Mr. Axelrod has,
to the extent reasonable based upon his ability to do so, committed to
continue funding or guarantee additional debt, should it be required.
Mr. Axelrod also has agreed not to demand payment on amounts the
Company has borrowed and, if necessary, defer his right to receive
interest payments through at least October 1, 2004 (Note 5).





5.	NOTES PAYABLE

Notes payable consist of the following at September 30:

                                                  2003          2002
                                                  ----          ----
Majority Shareholder debt (demand rights
  waived through October 1, 2004):
8% note                                       $1,000,000    $1,000,000

Other advances, variable interest rate
 based on the rate applicable to the
 Majority Shareholder's personal line
 of credit (5% at September 30, 2003)          2,158,355     1,809,133
                                               ---------     ---------
                                              $3,158,355    $2,809,133
                                               =========     =========




                                                   2003          2002
                                                   ----          ----
Notes payable, other:
9% Mortgage note payable
 July 15, 2007, collateralized by a building  $1,451,519    $1,529,514

6.5% auto loan payable in 60 monthly
 installments                                     13,854         --

Prime plus 1.5% revolving line of credit
 (up to $100,000) renewing August 2004,
 (5.5% at September 30, 2003),
 collateralized by documents and equipment        80,000        50,000
                                               ---------     ---------
                                              $1,545,373    $1,579,514
                                               =========     =========



Maturities of notes payable are as follows for fiscal years ending
September 30:
                        2004      $  170,151
                        2005       3,256,677
                        2006         107,255
                        2007       1,169,645
                                   ---------
                        Total     $4,703,728
                                   =========








6.	COMMON STOCK AND STOCK OPTIONS

A maximum of 1,100,650 shares of common stock were reserved for
issuance of stock options.  Options to purchase 20,000 shares of
common stock at an exercise price of $4.50 were issued in prior years.
The authority to issue additional options without further shareholder
approval has expired.  The outstanding options expire in August, 2004.



Had compensation expense for the plans been determined in accordance
with Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation, valuing the options granted on the date
of grant using the Black-Scholes option pricing method and appropriate
valuation assumptions, the effect on the Company's net loss applicable
to common stock and the basic and diluted loss per common share would
have been insignificant.






7.	INCOME TAXES

The following summarizes the components of deferred income taxes at
September 30, 2003 and 2002:

                                      2003          2002
                                      ----          ----
Deferred tax assets
  Net operating losses            $1,311,015    $1,116,439
  Other                              174,141        87,635
                                   ---------     ---------
                                   1,485,156     1,204,074

Deferred tax liabilities
  Depreciation                      (222,337)     (238,807)
                                   ---------     ---------
Net deferred tax assets           $1,262,819    $  965,267
                                   =========     =========




The differences between the normal federal statutory rate of 34% applied
to loss before income taxes and the Company's effective rate is:

                                           Tax                    Tax
                                  2003    rate         2002      rate
                                  ----    ----         ----      ----
Benefit at statutory rate     $(312,385)  (34%)    $(375,529)    (34%)
Other                            14,833     2%         7,169       2%
                               --------   ----      --------     ----
Income tax benefit            $(297,552)  (32%)    $(368,361)    (32%)
                               ========   ====      ========     ====




As of September 30, 2003, the Company had federal income tax loss
carryforwards available to reduce future tax payment obligations
$3,855,927 and expiring from 2009 to 2023.






8.	RENTAL INCOME, NET

The Company leases office space in its office building to tenants
under non-cancelable operating leases.  Such leases provide for
payment of minimum rentals plus escalation charges determined by
certain expenses incurred in the operation of the building.  Lease
periods expire from 2004 to 2013 with various renewal options.  Gross
rental income for the periods ended September 30, 2003 and 2002 was
$156,243 and $124,385, respectively.  Building operating costs,
including primarily depreciation, repairs and maintenance, janitorial,
utilities and property taxes, totaled $77,047 and $82,209 in 2003 and
2002, respectively.

Future minimum lease payments receivable under non-cancelable
operating leases as of September 30, 2003, excluding contingent
amounts applicable to reimbursable expenses, are as follows:

                        2004          $ 144,688
                        2005            103,018
                        2006             94,242
                        2007             95,970
                        2008             96,127
                        Thereafter      404,131
                                       --------
                        Total         $ 938,176
                                       ========






9.	RESTRICTED COMMON STOCK

Prior to fiscal 2002, the Company entered into an agreement with an
unrelated investment banker and money manager.  As compensation for
the consulting services, the Company issued 100,000 restricted shares
of its common stock, which vested over the three-year term of the
agreement which has expired as of September 30, 2003.






10.     MANAGEMENT'S PLANS

Historically, cash flow deficiencies have been funded with borrowings
from the Majority Shareholder.  As discussed in Note 4, the Majority
Shareholder has agreed not to demand payment on amounts the Company
has borrowed and, if necessary, defer his right to receive interest
payments through October 1, 2004.  Management believes, but there is
no assurance, that although available, as needed, the need for such
borrowing should diminish and profitability and cash flows should
improve with the full implementation of the Company's strategic plans.

Participation in low margin external auctions has been discontinued.
The Company continues to develop its direct purchase website with
encouraging results.  The market potential of this distribution
channel is world-wide, and unlimited in terms of inventory exposure.
The Company has seen steady increases in the revenue production of
this channel.  The website has been materially enlarged to include
more than 14,000 document choices spread over an expanded list of
categories and historical genres.  And as the Company moves into
fiscal 2004, the aggressive development of the website continues, with
a short-term goal of ultimately offering upwards of 25,000 to 30,000
pieces.  With no added costs, the Company can, in time, add its entire
inventory to this outlet.  The Company also continues its
investigation of productive web links with other organizations, thus
expanding its market through cooperative alliances.

In fiscal 2004, the Company will also continue its internal auctions
and mailings to a proven list of 5000 clients.






11.	SUPPLEMENTAL CASH FLOWS INFORMATION

Reconciliation of net loss to net cash used in operating activities:

                                                  2003           2002
                                                  ----           ----
Net loss                                      $(621,227)     $(736,137)
Depreciation and amortization                   198,219        204,076
Common stock issued for services                   (291)       124,704
Net loss on disposal of property                  5,450             42
(Increase) decrease in:
    Accounts receivable                           1,777         30,483
    Deferred tax assets                        (297,552)      (368,361)
    Inventory of documents owned                156,419        313,008
    Other assets                                 13,221          1,073
Increase (decrease) in:
    Accounts payable                             15,078       (33,352)
    Accrued and other liabilities               303,980        106,610
                                               --------       --------
Net cash used in operating activities         $(224,926)     $(357,854)
                                               ========       ========


Cash paid during the year for interest        $ 325,149      $ 324,347
                                               ========       ========








Item 8.  Disagreements With Accountants on Accounting and Financial Disclosure
         ---------------------------------------------------------------------
None.






Item 8a. Controls and Procedures
         -----------------------

     Gallery of History, Inc. maintains disclosure controls and
procedures designed to ensure that it is able to timely collect
the information it is required to disclose in the reports it
files with the Securities and Exchange Commission.  Within 90
days prior to the date of this report, Gallery of History carried
out an evaluation of the effectiveness of the design and
operation of Gallery of History's disclosure controls and
procedures pursuant to Exchange Act Rules 13a-14 and 15d-14.  The
evaluation was conducted under the supervision of, and with the
participation of Gallery of History's management including
Gallery of History's Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO").  Based upon that evaluation, Gallery
of History's CEO and CFO concluded that Gallery of History's
disclosure controls and procedures are adequate in timely
alerting them to material information relating to Gallery of
History (including its consolidated subsidiaries) required to be
included in Gallery of History's periodic filings with the
Securities and Exchange Commission.

Gallery of History also maintains a system of internal controls
designed to provide reasonable assurance that (i) transactions
are executed in accordance with management's general and specific
authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted
only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
Gallery of History believes that its internal controls are
effective to provide reasonable assurance that its financial
statements are fairly presented in conformity with generally
accepted accounting principles.

Since the most recent evaluation of Gallery of History's internal
controls by Gallery of History's CEO and CFO, there have been no
significant changes in Gallery of History's internal controls or
in other factors that could significantly affect these controls,
nor were any corrective actions required with regard to
significant deficiencies and material weaknesses.






                                   PART III
                                   --------

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act
         ----------------------------------------------------------

Directors, Executive Officers and Significant Employees
-------------------------------------------------------

     Set forth below are the present directors, executive officers and
any significant employees of the Company.  Note that there are no
other persons who have been nominated or chosen to become directors
nor are there any other persons who have been chosen to become
executive officers.  Directors are elected until the next annual
meeting of shareholders and until their successors are duly elected
and qualified.  Officers are elected for terms of one year, or until
their successors are duly elected and qualified or until terminated by
the action of the Board of Directors.

                                                          Has Served
                                                          as Director
                               Position(s) with           Continuously
Name                   Age     the Company                   Since
----                   ---     ----------------           ------------

Todd M. Axelrod        54    President and Chairman           1981
                             of the Board of Directors

Rod R. Lynam           55    Treasurer/Assistant              1984
                             Secretary and Director

Pamela Axelrod         48    Executive Vice President and     1995
                             Director

Dr. Michael Rosenman   42    Director                         2002

Glenn Olnick           57    Director                         2003


     The only relationship by blood, marriage or adoption (not more
remote than first cousin) between any Director or executive officer of
the Company is that of Todd Axelrod, President and Chairman of the
Board of Directors and his wife Pamela Axelrod, Executive Vice-President
and Director.

     Set forth below are brief accounts of the business experience
during the past five years of each director and executive officer of
the Company.

     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.

     Rod Lynam has been Treasurer and Chief Financial Officer of the
Company since September 1984.


     Pamela Axelrod has been a Vice-President since 1995.  She served as the
manager of the Company's Las Vegas Fashion Show gallery, the Company's
merchandise manager and co-director of sales since 1984.  She has served as
Editor-in-Chief of the Company's Simple & Direct auction catalog and as
co-auction manager since 1996.

     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.

     Glenn Olnick has been employed in the brokerage industry for a number of
firms since 1980.  From February 1991 to October 2001, Mr. Olnick worked with
McDermid St. Lawrence Securities as a senior retail broker specializing in
small and mid cap securities, working with numerous companies, advising them
on corporate direction, fund raising, investment strategies, takeovers and
acquisitions.  In October 2001, Mr. Olnick joined Haywood Securities in the
same capacity as with McDermid.  In August of 2002, Mr. Olnick retired from
the brokerage industry.  From then until the present, Mr. Olnick has worked
as a consultant to a number of private and public companies.



Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
     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 SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

    To the Company's knowledge, during the fiscal year ended September 30,
2003, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with,
except as follows: each of Dr. Rosenman and Mr. Olnick filed their Forms 3
late in December, 2003.  In making these disclosures, the Company has relied
solely on a review of the copies of such reports furnished to the Company and
written representations of its directors, executive officers and its greater
than ten percent stockholders.



Code of Ethics
--------------
     At this time, the Company has not adopted a formal Code of Ethics that
applies to the Chief Executive Officer and Chief Financial Officer.  The
Company expects to adopt a formal Code of Ethics during the current fiscal
year.

     The Company has followed an informal Code of Ethics requiring Board of
Directors' approval of any material transaction involving the Company's
Chief Executive Officer and the Chief Financial Officer.   The Company
believes this procedure reasonably deters material wrongdoing and promotes
honest and ethical conduct.




Item 10.  Executive Compensation
          ----------------------

     The following summary compensation table sets forth information
concerning the annual and long-term compensation for services in all
capacities to the Company for the fiscal years ended September 30,
2003, 2002, and 2001, of those persons who were (i) the chief
executive officer and (ii) the other most highly compensated executive
officers of the Company, whose annual base salary and bonus
compensation was in excess of $100,000.


                      SUMMARY COMPENSATION TABLE
                      --------------------------

Name and Principal          Fiscal             Annual Compensation
Position                     Year               Salary       Bonus
------------------          ------              ------       -----

Todd M. Axelrod              2003              $127,532    $24,063(1)
  President and Chief        2002                34,781      6,563(2)
  Executive Officer          2001               110,241     19,687(3)

Pamela R. Axelrod            2003              $127,532    $24,062(1)
  Executive Vice-President   2002                34,782      6,562(2)
                             2001               110,241     19,688(3)


(1)	Accrued salaries and bonus earned but not yet paid.
(2)	Accrued salaries and bonus earned but not yet paid.
(3)	Accrued bonus earned but not yet paid.


     During the three-year period ended September 30, 2003, the
Company did not grant any stock options or stock appreciation rights
to any of the named executive officers of the Company.  In addition,
none of the named executive officers held any stock options.  Options
have been granted to Bernard Duke and Barry Fink, both former members
of the board of directors.  The options were granted August 1999;
10,000 each with a five-year term and $4.50 exercise price.

     During the fiscal year ended September 30, 2003, no director
received any compensation for attending meetings of the Board of
Directors and the Company presently intends that the same will be the
case for the fiscal year ended September 30, 2004.  Directors are
reimbursed, however, for reasonable expenses incurred on behalf of the
Company.











Item 11. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

        (a)&(b)  The following table sets forth certain information, as
of December 1, 2003, regarding those persons known to the Company to
be the beneficial owners of more than five percent of the Common Stock
of the Company, by all Directors of the Company, by each of the named
Executive Officers and by all Officers and Directors of the Company as
a group.


Title of  Name and Address of         Amount and Nature of   Percent
 Class    Beneficial Holder         Beneficial Ownership(1)  of Class
--------  -------------------       -----------------------  --------

 Common    Todd M. Axelrod(2)           4,280,824(3)(5)        76.1%
 Stock

 Common    Rod R. Lynam(2)                    210               (4)
 Stock

 Common    Pamela Axelrod(2)            4,280,824(3)(5)        76.1%
 Stock

           Dr. Michael Rosenman               -0-                --

           Glenn Olnick                       -0-                --

 Common    Gerald Newman                  493,000               8.8%
 Stock     1716 Coral Cove Way
           Boca Raton, FL 33496

 Common    All Executive Officers       4,281,034              76.1%
 Stock     and Directors as a
           group (3 persons)

(1)	Except as otherwise noted in (5) below, the individuals referred
to above have sole voting and investment power in regard to their
Common Stock, subject to applicable community property laws.

(2)	Address is the same as the Company's address.

(3)	Includes 2,059,022 shares of Common Stock owned of record and
beneficially by Pamela Axelrod, Mr. Axelrod's wife, for which Mr.
Axelrod has been appointed proxy (as discussed in Note (5)
below).

(4)	Less than 1%.

(5)	Pamela Axelrod has appointed Todd Axelrod her proxy with full
power of substitution, to vote all of her 2,059,022 shares and to
give all consents on all matters that Mrs. Axelrod may be
entitled to vote or consent to at any meeting of the stockholders
of the Company or under any other circumstance where a vote or
consent of stockholders is required.  Includes 2,221,802 shares
held by Todd Axelrod, as to which Pamela Axelrod disclaims
beneficial ownership (see Note (3) above).





(c)   Changes in Control
      ------------------

        There are no arrangements known to the Company, the operation of
which may at a subsequent date result in a change of control of the
Registrant.








Item 12. Certain Relationships and Related Transactions
         ----------------------------------------------

     Prior to 2002, the Company borrowed $1,000,000 from its principal
officer/stockholder, Todd Axelrod.  The note is due April 30, 2004,
with monthly interest payments at a rate of 8%.  Interest expense on
the related party note was $81,111 for each year during fiscal 2003
and 2002.  The proceeds from this loan were utilized by the Company to
reduce its outstanding bank line of credit.   The Company has also
borrowed funds from Mr. Axelrod, from time to time during the fiscal
year 2003 and 2002.  The funds borrowed bear interest at the same rate
as Mr. Axelrod pays on his personal line of credit which is 5% as of
September 30, 2003.  The balance of the funds borrowed was $2,158,355
and $1,809,133 as of September 30, 2003 and September 30, 2002,
respectively.  Mr. Axelrod has, to the extent reasonable based upon
his ability to do so, committed to continue funding or guarantee
additional debt, should it be required.  Mr. Axelrod also has agreed
not to demand payment on amounts the Company has borrowed and, if
necessary, defer his right to receive interest payments through at
least October 1, 2004.  Interest expense on this related party note
was $102,461 and $96,401 during fiscal years 2003 and 2002,
respectively.  The funds were used to supplement cash flows from
operating activities.





















Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------

(a)1 & 2.   Financial Statements See Item 7 in Part II of this report.

     All other financial statement schedules are omitted because the
information required to be set forth therein is not applicable or
because that information is in the financial statements or notes
thereto.

(a)3.       Exhibits

       3.1  Articles of Incorporation and By-Laws.*

       3.2  Amendment to Articles of Incorporation filed July 9, 1984.*

       3.3  Amendment to Articles of Incorporation filed May 29, 1990.**

      10.5  Gallery of History, Inc. 1992 Stock Option Plan.***

      21    List of Subsidiaries.

      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)



*     Incorporated by reference to the Registrant's Registration
      Statement on Form S-18, File No. 2-95737-LA.

**    Incorporated by reference to the Registrant's Form 10-K for
      its fiscal year ended September 30, 1990, File No. 0-13757.

***   Incorporated by reference to the Registrant's Form 10-KSB,
      fiscal year ended September 30, 1994, File No. 0-13757.
      Management Compensatory Plan

****  Incorporated by reference to the Registrant's Form 10-KSB,
      fiscal year ended September 30, 1996, File No. 0-13757.





(b) Reports on Form 8-K.

    None.







Item 14.  Principal Accountant Fees and Services
          --------------------------------------

     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,
2003 and 2002 including the reviews of the unaudited interim
financial statements of the Company's Form 10-QSB.


                                   2003(1)        2002
                                   -------       ------

           Audit Fees (2)          $25,884      $36,267
           Audit-Related Fees            0            0
           Tax Fees (3)                  0        4,400
           All other fees                0            0



     (1) Total audit and tax fees for fiscal 2003 have not yet been
billed to the Company.
     (2) 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.
     (3) Tax fees consist of tax compliance and related tax services.


     The audit committee pre-approves all services provided by our
independent auditors, Piercy, Bowler, Taylor & Kern.  All of the above
services and fees were reviewed and approved by the audit committee.


























                                SIGNATURES
                                ----------


     In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.






Dated: December 29, 2003
                                          GALLERY OF HISTORY, INC.

                                          By: /s/ Todd M. Axelrod
                                              -------------------
                                              Todd M. Axelrod,
                                              Chairman and President


     In accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:



Signature                    Title                    Date
---------                    -----                    ----

/s/ Todd M. Axelrod      President and               December 29, 2003
--------------------     Chairman of the
Todd M. Axelrod          Board of Directors
                         (Principal Executive Officer)


/s/ Rod Lynam            Treasurer/Assistant         December 29, 2003
--------------------     Secretary and Director
Rod Lynam                (Principal Financial and
                         Accounting Officer)


/s/ Pamela Axelrod       Executive Vice President    December 29,2003
--------------------     and Director
Pamela Axelrod


/s/ Michael Rosenman     Director                    December 29,2003
--------------------
Michael Rosenman


/s/ Glenn Olnick         Director                    December 29.2003
--------------------
Glenn Olnick