SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                                FORM 10-KSB/A
                              (Amendment No. 1)


      [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2004


          [ ] 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.  [x]

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 15, 2004
was approximately $5,379,800 based upon $4.00, 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 15, 2004.

Documents Incorporated by Reference: None






                               Explanatory Note


       This Amendment No. 1 to the Annual Report on Form 10-KSB/A (this
"Amendment") amends the Annual Report on Form 10-KSB for the year
ended September 30, 2004 filed on December 29, 2004 (the "Original
Filing").  Gallery of History, Inc. has filed this Amendment to revise
Item 8A-Controls and Procedures to disclose the conclusions of Todd
Axelrod, our Chief Executive Officer and Rod Lynam, our Chief
Financial Officer that our disclosure controls and procedures are
effective as of September 30, 2004.  The Amendment revises our
independent accountants' report to make reference to the standards of
the Public Company Accounting Oversight Board (United States).  In
addition, our independent accountants had separated our Consolidated
Statements of Cash Flows into a condensed statement with an
explanatory footnote 11 in our Original Filing.  We have revamped
this statement and eliminated footnote 11 in the Amendment.  The amounts
presented in the Original Filing have not changed.   Footnote 5
has been revised to include disclosure of fair value.  Further, we
have replaced the Section 302 certification of our Chief Executive
Officer and Chief Financial Officer in Exhibits 31.1 and 31.2.

       This Amendment does not amend any other information previously
filed in the Original Filing.



















                                     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 183,000 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 2004 and 2003, the Company held seven auctions
and participated in four auctions in 2003 (none in 2004) 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.  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 183,000 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 15, 2004, the Company had eight full-time, one part-time
and three contracted 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 18,913 square feet and leases or is
offering to lease the remaining space to others.  As of December 1, 2004,
10,112 square feet was being leased to six tenants for an aggregate monthly
rental of $14,284 under leases expiring at varying times from December 2004
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 September 27, 2004, the Company held its annual meeting of
shareholders for the following purposes:  (1) to elect six 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, 2004.

       At the Meeting the following Directors were elected:

                                VOTES  CAST
                                    FOR                  WITHHELD
        NOMINEES                  ELECTION              AUTHORITY
        --------                  --------              ---------
    Todd M. Axelrod               5,391,349               83,860
    Rod Lynam                     5,391,351               83,858
    Pamela Axelrod                5,391,349               83,860
    Michael Rosenman              5,475,207                    2
    Glen Olnick                   5,475,207                    2
    Leo Berezan                   5,475,207                    2

       Voting for the appointment of Piercy, Bowler, Taylor & Kern as the
Company's independent auditors, 5,475,067 shares were in favor, 4 against and
138 abstain.





                                   PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

       (a)(1)(2)  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.  According to the records
of our transfer agent and ADP Investor Communications Services, as of October
1, 2004 there were approximately 312 holders of record and beneficial owners
of the Company's Common Stock.  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.
                                         Low Sale            High Sale
                                           Price                Price
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

Fiscal 2004
 October 1, 2003 - December 31, 2003      $4.05                $4.57
 January 1, 2003 - March 31, 2004          3.96                 5.15
 April 1, 2003 - June 30, 2004             3.61                 4.33
 July 1, 2003 - September 30, 2004         3.60                 3.94


(a)(3)  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.

(a)(4)  There are no equity compensation plans or any other
options to purchase the Company's common stock outstanding as of
September 30, 2004.

(b)    Not applicable.

(c)    None.




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

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.




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 2005.  Loans under the line are secured by the
Company's inventory of documents owned and bear interest at the prime
rate plus 2%.  As of September 30, 2004, 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, 2005, 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 2004 and 2003.  The funds
borrowed bear interest at the same rate as Mr. Axelrod pays on his
personal line of credit, which was 5.75% as of September 30, 2004.
The balance of the funds borrowed was $2,904,791 as of September 30,
2004.  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 facility, 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 November 1, 2005.

       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 is continuing to improve operating results by taking
steps to increase sales through its direct purchase website, its
highest margin distribution channel.  To achieve its strategies, the
Company continues to increase inventory available on the internet,
intensify marketing strategies for attracting qualified visitors which
will increase their traffic and to continue enhancements of the ease-
of-use features at our websites.  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.
There exists a distinct interest of collectors worldwide but a limited
source of dealers to supply this interest.  As fiscal 2004 wound to a
close the website had been materially enlarged to include
approximately 27,000 document choices spread over an expanded list of
categories and historical genres.  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 could, in time, add most of its 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.

       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 has two primary
distribution channels, its direct purchase websites and its internally
promoted and managed auctions.  Such sales totaled approximately 85%
and 77% of the Company's total revenues in 2004 and 2003,
respectively.  For each item sold through the Company's internal
auctions, a 15% premium (processing fee) is charged plus a commission
on any consigned sales.  Shipping and handling costs and related
customer charges are not significant.  Revenues generated from the
Company's direct purchase website amounted to 48% of total revenues
during 2004, up from 27% of total revenues in 2003.  The Company
generated revenues from externally managed and promoted auctions in
fiscal 2003, which amounted to 12% of total revenues; the Company did
not participate in any external auctions during fiscal 2004.  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 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 $6.6 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 2004 Compared to Fiscal 2003
-----------------------------------
       Revenues decreased 14% comparing the fiscal year ended September
30, 2004, to the fiscal year ended September 30, 2003.  Primarily, the
decrease is a result of lost revenues associated with the Company's
internal and external auctions.  The external auctions generated 12%
of total revenues in fiscal 2003, however the Company decided to
discontinue these low margin auctions in fiscal 2004.  The Company's
internally promoted auctions decreased 36% comparing the two fiscal
years.  The catalog auction revenues amount to 37% of total revenues
for fiscal 2004 compared to 50% of total revenues generated in fiscal
2003.  Competition for the Company's auction audience has increased,
reducing margins and, as a result, decreasing the effectiveness of
this outlet.  By design, revenues generated from our direct purchase
website increased 51% year over year.  The internet revenues increased
to 48% of total revenues for the current year compared to 27% of total
revenues generated in the previous year.  The results of fiscal 2004
indicate that we have made substantial progress toward our goal of
expanding revenues generated through the Company's website.

       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 53% to 14% of net
revenues for fiscal 2004 compared to 26% of net revenues for fiscal
2003.  This decrease in document cost resulted from the Company's
reduced participation in external auctions.  Of the 12% of total
revenues generated in fiscal 2003 through external auctions, the
associated cost of revenues amounted to 50%.  In comparison, cost of
revenues generated from internal auctions and our internet website
during fiscal 2004 amounted to 14% of net revenues.  Although revenues
decreased by 14% year over year, our resulting gross profit decrease
was less the one percentage point due to the decrease in cost of revenues.

       Total operating expenses increased 1% comparing fiscal 2004 to
fiscal 2003.  The Company realized a reduction in nearly all operating
expense areas including selling, administrative and depreciation
expenses.  However the Company has increased its advertising costs by
70% year over year to 7% of net revenues in fiscal 2004 compared to
3.5% of net revenues during fiscal 2003.  This increase is in line
with the Company's marketing strategy for attracting qualified
visitors and increase their traffic on the Company's website.

       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 $70,000 operating profit
for fiscal 2004 as compared to approximately $72,000 operating profit
for fiscal 2003.  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                                      12



Consolidated Balance Sheets - September 30, 2004 and 2003           13



Consolidated Statements of Operations for the years ended
September 30, 2004 and 2003                                         14



Consolidated Statements of Stockholders' Equity for the
years ended September 30, 2004 and 2003                             15



Consolidated Statements of Cash Flows for the years ended
September 30, 2004 and 2003                                         16



Notes to Consolidated Financial Statements                          17











                         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, 2004 and 2003, 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, 2004 and 2003, 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
November 10, 2004









GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2004 AND 2003
__________________________________________________________________

                                               2004         2003
                                               ----         ----

         ASSETS

Cash                                       $   59,868   $    2,034
Inventory of documents owned                6,562,002    6,303,706
Deferred tax assets                         1,339,842    1,262,819
Property and equipment, net                 1,288,830    1,465,499
Other assets                                  140,687      156,290
                                            ---------    ---------
                                           $9,391,229   $9,190,348
                                            =========    =========




       LIABILITIES

Accounts payable                           $   95,500   $   40,124
Notes payable:
  Majority shareholder                      3,904,791    3,158,355
  Other                                     1,457,343    1,545,373
Accrued salaries due to
  majority shareholder                        802,101      486,962
Other liabilities and accruals                137,479       98,073
                                            ---------    ---------
                                            6,397,214    5,328,887
                                            ---------    ---------


   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    9,851,655
Accumulated deficit                        (3,854,937)  (2,987,491)
Common stock in treasury,
  6,309,324 shares, at cost                (3,008,671)  (3,008,671)
                                            ---------    ---------
                                            2,994,015    3,861,461
                                            ---------    ---------
                                           $9,391,229   $9,190,348
                                            =========    =========





See notes to consolidated financial statements.
_______________________________________________________________




GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
________________________________________________________________


                                               2004         2003
                                               ----         ----

REVENUES                                   $1,138,553   $1,323,366

COST OF REVENUES                              160,851      344,035
                                            ---------    ---------
GROSS PROFIT                                  977,702      979,331


OPERATING EXPENSES
 Selling, general and administrative        1,498,871    1,502,039
 Depreciation                                 150,880      169,422
                                            1,649,751    1,671,461
                                            ---------    ---------
OPERATING LOSS                               (672,049)    (692,130)
                                            ---------    ---------

OTHER INCOME (EXPENSE)
 Interest expense:
    Majority shareholder                     (206,832)    (183,573)
    Other                                    (135,393)    (141,261)
 Rental income, net                            69,553       79,195
 Other                                            252       18,990
                                            ---------    ---------
                                             (272,420)    (226,649)
                                            ---------    ---------

NET LOSS BEFORE INCOME TAX BENEFIT           (944,469)    (918,779)

INCOME TAX BENEFIT                             77,023      297,552
                                            ---------    ---------

NET LOSS                                   $( 867,446)  $( 621,227)
                                            =========    =========



BASIC AND DILUTED LOSS PER SHARE                $(.15)       $(.11)
                                                 ====         ====


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, 2004 AND 2003
______________________________________________________________________________


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


Balance at October 1, 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 SEPTEMBER 30, 2003
  11,935,308  5,968  9,851,655      --     (2,987,491)  (3,008,671)  3,861,461


Net loss
        --     --         --        --       (867,446)        --      (867,446)


BALANCE AT SEPTEMBER 30, 2003
  11,935,308 $5,968 $9,851,655  $    --   $(3,854,937) $(3,008,671) $2,994,015
  ==========  =====  =========    ======   ==========   ==========   =========














See notes to consolidated financial statements.
________________________________________________________________







GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
__________________________________________________________________

                                               2004         2003
                                               ----         ----
OPERATING ACTIVITIES
Net loss                                   $ (867,446)   $(621,227)
Depreciation and amortization                 180,236      198,219
Common stock issued for services                 --           (291)
Net (gain)loss on disposal of property            (49)       5,450
(Increase) decrease in:
    Accounts receivable                          --          1,777
    Deferred tax assets                       (77,023)    (297,552)
    Inventory of documents owned             (258,296)     156,419
    Other assets                               15,603       13,221
Increase (decrease) in:
    Accounts payable                           55,376       15,078
    Accrued and other liabilities             354,545      303,980
                                            ---------     --------
Net cash used in operating activities      $ (597,054)  $ (224,926)
                                            ---------    ---------

INVESTING ACTIVITIES
Proceeds on disposal of property                  518        1,750
Purchase of property and equipment             (4,036)    (102,365)
                                            ---------    ---------
Net cash used in investing activities          (3,518)    (100,615)
                                            ---------    ---------

FINANCING ACTIVITIES
Proceeds from borrowings:
    Majority shareholder                      760,501      397,260
    Other                                     182,000      439,214
Repayments of borrowings:
    Majority shareholder                      (14,065)     (48,038)
    Other                                    (270,030)    (473,355)
                                            ---------    ---------
Net cash provided by financing activities     658,406      315,081
                                            ---------    ---------

NET INCREASE (DECREASE) IN CASH                57,834      (10,460)

CASH, BEGINNING OF YEAR                         2,034       12,494
                                            ---------    ---------
CASH, END OF YEAR                          $   59,868   $    2,034
                                            =========    =========



SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest     $  342,496   $  325,149
                                            =========    =========

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) 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 costs, $218,080 in 2004 and $181,750 in 2003,
including all sales material and catalog costs, 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 2003, 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 fiscal 2003 (Note 9).

Certificates 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.
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.




2.	PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2004 and 2003, consists of the
following:
                                              2004         2003
                                              ----         -----
Land                                     $  580,000   $  580,000
Equipment and furniture                     599,313      720,396
Software                                    440,796      437,911
Office building and improvements          1,653,729    1,653,729
                                          3,273,838    3,392,036
Less accumulated depreciation            (1,985,008)  (1,926,537)
                                          ---------    ---------
                                         $1,288,830   $1,465,499
                                          =========    =========

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:

                                              2004         2003
                                              ----         ----
Office building                          $1,495,751   $1,495,751
Less accumulated depreciation              (882,145)    (825,373)
                                          ---------    ---------
                                         $  613,606   $  670,378
                                          =========    =========



 3.      OTHER ASSETS

Other assets at September 30, 2004 and 2003, consist of the following:

                                              2004         2003
                                              ----         ----
Framing materials                          $102,323     $102,567
Prepaid expenses                             24,316       38,444
Other                                        14,048       15,279
                                            -------      -------
                                           $140,687     $156,290
                                            =======      =======




4.	RELATED PARTY TRANSACTIONS

Prior to 2003, the Company borrowed $1,000,000 from its principal officer/
stockholder, Todd Axelrod, to repay bank debt.  The note is due April 30, 2005,
with monthly interest payments at a rate of 8%.  Interest expense on the
related party note was $81,333 and $81,111 for fiscal years 2004 and 2003,
respectively.  The Company has also borrowed funds from Mr. Axelrod, from
time to time during the fiscal year 2004 and 2003.  The funds borrowed bear
interest at the same rate as Mr. Axelrod pays on his personal line of credit
which is 5.75% as of September 30, 2004.  The balance of the funds borrowed
was $2,904,791 and $2,158,355 as of September 30, 2004 and September 30, 2003,
respectively.  Interest expense on these related party borrowings were
$125,499 and $102,461 during fiscal years 2004 and 2003, respectively.  The
funds were used to supplement cash flows from operating activities.  Mr.
Axelrod has, to the extent of his reasonable ability to do so, committed to
continue funding or guarantee additional debt, should it be required.  Mr.
Axelrod 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 November 1, 2005 (Note 5).  To facilitate cash flows, the Company has
been accruing salaries and bonuses for Mr. and Mrs. Axelrod.  Salaries have
been accrued since the latter part of fiscal 2002 and amount to $602,876.
Bonuses have been accrued since fiscal 2000 and amount to $199,225.




5.	NOTES PAYABLE

Notes payable consist of the following at September 30:

Notes payable, Majority Shareholder debt
(demand rights waived through November 1, 2005):
                                                  2004          2003
                                                  ----          ----
8% note                                       $1,000,000    $1,000,000

Other advances, interest rate fluctuates
 with the rate applicable to the
 Majority Shareholder's personal line
 of credit (5.75% at September 30, 2004)       2,904,791     2,158,355
                                               ---------     ---------
                                              $3,904,791    $3,158,355
                                               =========     =========




Notes payable, other:
                                                  2004          2003
                                                  ----          ----
9% Mortgage note payable July 15, 2007,
 collateralized by a building                 $1,366,493    $1,451,519

6.5% auto loan payable in 60 monthly
 installments                                     10,850        13,854

Prime plus 2% revolving line of credit
 (up to $100,000) renewing August 2005,
 (6.75% at September 30, 2004),
 collateralized by documents and equipment        80,000        80,000
                                               ---------     ---------
                                              $1,457,343    $1,545,373
                                               =========     =========

The estimated fair value of the Company's debt at September 30, 2004 and 2003,
respectively, was approximately $5,362,134 and $4,703,728, which approximated
its book value.  The estimated fair value amounts are based on discounted cash
flow valuations, because none of the Company's debt has quoted market prices.
Discount rates were estimated based on current rates offered to the Company
for debt having similar amounts and maturities.

Maturities of notes payable are as follows for fiscal years ending
September 30:
                      2005            $  178,323
                      2006             4,012,046
                      2007             1,171,185
                      2008                   580
                                       ---------
                      Total           $5,362,134
                                       =========






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 expired in August 2004.  The authority to issue
additional options without further shareholder approval has also expired.

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, 2004 and 2003:
                                          2004          2003
Deferred tax assets                       ----          ----
  Net operating losses, net of
    reserves of $241,354 and $0      $1,235,040    $1,311,015
  Other                                 282,925       174,141
                                      ---------     ---------
                                      1,517,965     1,485,156
Deferred tax liabilities
  Depreciation                         (178,123)     (222,337)
                                      ---------     ---------
Net deferred tax assets              $1,339,842    $1,262,819
                                      =========     =========

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
                                  2004    rate          2003     rate
                                  ----    ----          ----     ----
Benefit at statutory rate     $(321,119)  (34%)     $(312,385)   (34%)
Reserve against tax benefit     241,354    26%           --       --
Other                             2,562     0%         14,833      2%
                               --------   ----       --------    ----
Income tax benefit            $ (77,023)  ( 8%)     $(297,552)   (32%)
                               ========   ====       ========    ====

The entire tax benefit attributable to fiscal year 2004 of $318,557 is
recognized net of a reserve of $241,354 because its future realization is not
assured.

As of September 30, 2004, the Company had federal income tax loss
carryforwards available to reduce future tax payment obligations of $4,337,849
and expiring from 2009 to 2024.



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 2012 with various
renewal options.  Gross rental income for the periods ended September 30, 2004
and 2003 was $148,851 and $156,243, respectively.  Building operating costs,
including primarily depreciation, repairs and maintenance, janitorial,
utilities and property taxes, totaled $79,299 and $77,047 in 2004 and 2003,
respectively.

Future minimum lease payments receivable under non-cancelable operating leases
as of September 30, 2004, excluding contingent amounts applicable to
reimbursable expenses, are as follows:






                  2005               $ 146,235
                  2006                 121,411
                  2007                  95,756
                  2008                  95,907
                  2009                  97,599
                  Thereafter           305,202
                                      --------
                  Total              $ 862,110
                                      ========




9.	RESTRICTED COMMON STOCK

Prior to fiscal 2003, 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 November 1,
2005.  Management believes, but there is no assurance, that although expected
to be available, as needed, the need for such borrowing should diminish and
profitability and cash flows should improve if the Company can continue to
increase internet sales in an effort to increase gross profit and decrease
selling expenses and find additional profitable outlets for its documents.

The market potential of the internet distribution channel is world-wide, and
unlimited in terms of inventory exposure.  There is a known interest of
collectors worldwide, but there is a highly limited source of dealers to
supply it.  The website has been materially enlarged to include more than
22,000 document choices spread over an expanded list of categories and
historical genres.  And as the Company moves in to fiscal 2005, the
aggressive development of the website continues with its strategies to
increase inventory on the internet, intensify marketing strategies for
attracting qualified visitors which will increase their traffic and to
continue enhancements of ease-of-use features.  The Company also continues
its investigation of productive web links with other organizations, thus
expanding its market through cooperative alliances.

In fiscal 2005, the Company will also continue its internal auctions and
mailings to a list of 5000 autograph collectors, dealers and Gallery of
History clients.











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.  As of September 30, 2004, 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 effective 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.





Item 8b.  Other Information - None.






                                    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        55    President and Chairman           1981
                             of the Board of Directors

Rod R. Lynam           56    Treasurer/Assistant              1984
                             Secretary and Director

Pamela Axelrod         49    Executive Vice President and     1995
                             Director

Dr. Michael Rosenman   43    Director                         2002

Glenn Olnick           58    Director                         2003

Leo Berezan            49    Director                         2004

       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.

       Leo Berezan has been employed the last thirty years in real estate
development and property management.  He is an owner and manager of various
real estate holdings, industrial warehouses and office buildings.





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,
2004, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
In making these disclosures, the Company has relied solely on a review of the
copies of such reports furnished to the Company and written representations
of its directors, executive officers and its greater than ten percent
stockholders.





Code of Ethics
--------------
Effective September 27, 2004, our Company's Board of Directors adopted a Code
of Business Conduct and Ethics that applies to, among other persons, our
Company's directors, President (being our Principal Executive Officer) and
Treasurer (being our Principal Financial Officer), as well as our Company's
other executive officers and persons performing similar functions.  As
adopted, our Code of Business Conduct and Ethics sets forth written standards
that are designed to deter wrongdoing and to promote:

(1)     honest and ethical conduct, including the ethical handling of actual
        or apparent conflicts of interest between personal and professional
        relationships;

(2)     full, fair, accurate, timely and understandable disclosure in reports
        and documents that we file with, or submit to, the Securities and
        Exchange Commission and in other public communications made by us;

(3)     compliance with applicable governmental laws, rules and regulations;

(4)     the prompt internal reporting of violations of the Code of Business
        Conduct and Ethics to an appropriate person or persons identified in
        the Code of Business Conduct and Ethics; and

(5)     accountability for adherence to the Code of Business Conduct and
        Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that
all of our Company's personnel shall be accorded full access to our President
with respect to any matter which may arise relating to the Code of Business
Conduct and Ethics.  Further, all of our Company's personnel are to be
accorded full access to our Company's Board of Directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
President.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within our 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 our Company's President.  If the incident involves
an alleged breach of the Code of Business Conduct and Ethics by the President,
the incident must be reported to any member of our Board of Directors.  Any
failure to report such inappropriate or irregular conduct of others is to be
treated as a severe disciplinary matter.  It is against our Company policy to
retaliate against any individual who reports in good faith the violation of
potential violation of our Company's Code of Business Conduct and Ethics by
another.

Our Code of Business Conduct and Ethics is filed herewith with the Securities
and Exchange Commission as Exhibit 14.1 to this annual report.  We will
provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request.  Requests can be sent to 3601 West Sahara
Avenue, Promenade Suite, Las Vegas, Nevada 89102.





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, 2004, 2003,
and 2002, 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              2004              $139,124    $26,250
  President and Chief        2003               127,532     24,063
  Executive Officer          2002                34,781      6,563

Pamela R. Axelrod            2004              $139,124    $26,250
  Executive Vice-President   2003               127,532     24,062
                             2002                34,782      6,562

All above accrued salaries and bonus earned but not yet paid.


       During the three-year period ended September 30, 2004, 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.

       During the fiscal year ended September 30, 2004, 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, 2005.  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, 2004, 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

           Leo Berezan                        -0-                --

 Common    All Executive Officers       4,281,034              76.1%
 Stock     and Directors as a
           group (6 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).

       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, 2005,
with monthly interest payments at a rate of 8%.  Interest expense on
the related party note was $81,333 and $81,111 for fiscal years 2004
and 2003,respectively.  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 2004 and 2003.  The funds borrowed bear
interest at the same rate as Mr. Axelrod pays on his personal line of
credit which is 5.75% as of September 30, 2004.  The balance of the
funds borrowed was $2,904,791 and $2,158,355 as of September 30, 2004
and September 30, 2003, 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 November 1, 2005.  Interest expense on this
related party note was $125,499 and $102,461 during fiscal years 2004
and 2003, 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.**

14.1  Code of Business Conduct and Ethics.

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.


(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, 2004 and 2003 including the reviews of the unaudited
interim financial statements of the Company's Form 10-QSB.
                             2004(1)                2003
                             ------                 ----
Audit Fees (2)              $15,224               $30,300
Audit-Related Fees                0                     0
Tax Fees (3)                  2,239                 3,039
All other fees                    0                     0

       (1) Total audit and tax fees for fiscal 2004 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: February 16, 2005

                                         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                  February 16, 2005
-------------------      Chairman of the
Todd M. Axelrod          Board of Directors
                         (Principal Executive Officer)


/s/ Rod Lynam            Treasurer/Assistant            February 16, 2005
-------------            Secretary and Director
Rod Lynam                (Principal Financial and
                         Accounting Officer)


/s/ Pamela Axelrod       Executive Vice President       February 16, 2005
------------------       and Director
Pamela Axelrod


/s/ Michael Rosenman     Director                       February 16, 2005
--------------------
Michael Rosenman


/s/ Glenn Olnick         Director                       February 16, 2005
----------------
Glenn Olnick


/s/ Leo Berezan          Director                       February 16, 2005
---------------
Leo Berezan