UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549




                                  FORM 10-KSB




(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934                   For the fiscal year ended September 30, 2007


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934               For the transition period from       to       .



Commission file number  0-13757







                           GALLERY OF HISTORY, INC.
               (Name of small business issuer 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: (702) 364-1000



Securities registered under
Section 12(b) of the Act:
    Title of each class                   Name of Exchange on which registered
___________________________               ____________________________________




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





Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  [  ]

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 in this form, 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]


Indicate by check mark whether the registrant is a shell company (as defined
in rule 12b-2 of the Exchange Act).    [ ]Yes    [x]No


State issuer's revenues for the most recent fiscal year:   $632,293


The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant (1,282,951 shares) as of November 30, 2007
was approximately $1,831,986 based upon $1.35, the price at which the stock
was sold on such date.


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  The registrant had
5,625,984 shares of Common Stock outstanding as of November 30, 2007.



                     DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to Item 13 - Exhibits
and Reports on Form 8-K; Form 10-QSB for the fiscal quarter ended June 30,
2005; and Form 10-KSB for the fiscal year ended September 30, 2004.


Transitional Small Business Disclosure Format (Check one):  Yes [ ]   No [x]







                                    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 182,000 different documents.
Retail sales of documents are made from a gallery located at our
headquarters in Las Vegas, Nevada.  However, documents are largely
sold through sales conducted over the internet including the Company's
websites.

       Our 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.  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.




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.  During the current fiscal year, the Company's principal
officer and majority shareholder, Mr. Todd Axelrod, purchased
documents from outside sources for his own account with personal
funds.  The Company may have been interested in acquiring some or all
of the items; however, management believed that the Company lacked
sufficient liquidity to assume the related finance and marketability
risks.  As a result, the Company and Mr. Axelrod entered into a
revenue-sharing arrangement whereby the Company physically safeguards
and catalogs the documents, and markets certain of the items on its
website for a fee consisting of 80% of the gross profit from any sale
(defined as the sales price to a third party buyer less Mr. Axelrod's
cost of acquiring the item).  The Company believes this fee
arrangement is considerably more favorable to the Company than the
Company could obtain from an independent third party.  These avenues
of supply are likely to continue to be the Company's main sources of
inventory.

       We catalogue the 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, we may
utilize information provided by the seller as to the transfer of
ownership of documents; subject the documents to our own examination;
employ outside experts available to examine the documents; or we 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 our determination of authenticity of documents be
erroneous, the Company would likely incur a loss unless there was
recourse against the seller.  The Company does not carry any insurance
and is currently not aware of any entity that underwrites such
insurance at commercially reasonable rates to protect against a loss
arising from either the purchase of documents lacking authenticity or
claims by our customers for recovery against our authenticity
warranty.  Claims made against the Company pursuant to its
Certificates of Authenticity have been immaterial, and accordingly,
the Company has not established a reserve against the risk of forgery
or against any exposure under the Certificates of Authenticity.




Competition
___________

       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 various 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
approximate 182,000 document inventory may be positively affected.  To
the extent the Company is successful in attracting consignments, it
may 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 realize
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's business, which is currently focused on sales
through the internet, is not seasonal.




Employees
_________

       As of December 1, 2007, the Company had seven full-time and one
part-time employee, in addition to its two 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, 2007, 9,361 square feet was being leased to
five tenants for an aggregate monthly rental of $14,772 under leases
expiring at varying times from December 2008 though 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
        _________________

       We are involved in legal proceedings in the ordinary course of
business.  Management cannot presently predict the outcome of these
matters, although management believes that the ultimate resolution of
these matters will not have a materially adverse effect on our
financial position, operations or cash flows.





Item 4. Submission of Matters to a Vote of Security Holders
        ___________________________________________________

       On September 28, 2007, the Company held its annual meeting of
stockholders for the following purposes:  (1) to elect five Directors
to serve until the next annual meeting of shareholders; and (2) to
ratify the appointment of Piercy, Bowler, Taylor & Kern, as the
Company's independent public accountants for the fiscal year ending
September 30, 2007.

       At the Meeting the following Directors were elected:

                             VOTES CAST                WITHHELD
                                 FOR                 AUTHORITY/NON
       NOMINEES                ELECTION                  VOTES
       ________                ________                  _____

Todd M. Axelrod                5,513,421                50,215/0
Rod Lynam                      5,512,962                50,674/0
Michael Rosenman               5,513,421                50,215/0
Roger Schneier                 5,513,421                50,215/0
Peter Kuhr                     5,513,421                50,215/0


       With respect to the ratification of the appointment of Piercy,
Bowler, Taylor & Kern as the Company's independent accountants,
5,563,634 shares were in favor, 2 shares were voted against, and there
were no abstentions and no broker non-votes.














                                    PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
        Matters and Small Business Issuer Purchases of Equity Securities.
        _________________________________________________________________

       The Company's Common Stock, par value $.0005, is quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") Capital Market under the symbol HIST.  According to the
records of our transfer agent and ADP Investor Communications
Services, as of October 10, 2007, there were approximately 497 holders
of record 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 2006
 October 1, 2005 - December 31, 2005         $1.00                $1.78
 January 1, 2006 - March 31, 2006             1.06                 1.77
 April 1, 2006 - June 30, 2006                1.05                 3.15
 July 1, 2006 - September 30, 2006            1.16                 3.50

Fiscal 2007
 October 1, 2006 - December 31, 2006         $1.40                $2.16
 January 1, 2007 - March 31, 2007             1.57                 2.38
 April 1, 2007 - June 30, 2007                1.83                 2.45
 July 1, 2007 - September 30, 2007            1.21                 1.96

       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.



















EQUITY COMPENSATION PLAN INFORMATION

    The following table sets forth information as of September 30,
2007, with respect to our compensation plans under which our equity
securities are authorized for issuance..  Apart from the information
provided below with respect to the grant of options to one person as
an employment inducement, the Company does not have any option or
other equity compensation plans.



                                                                Number of
                             Number of                          securities
                             securities                         remaining for
                             to be issued     Weighted-avg.     future issuance
                             upon exercise    exercise price    uder equity
                             of outstanding   of outstanding    compensation
                             options,         options,          plans
                             warrants and     warrants and      (excluding
                             rights           rights            securities
                                                                reflected in
                                                                column (a))
                             --------------   --------------    -------------
Plan Category:                  (a)             (b)                 (c)
Equity compensation plans
approved by stockholders .      -0-            $ --                - 0-
Equity compensation plans
not approved by stockholders  50,000(1)        $2.19                50,000
                             --------------   --------------    -------------

Total                         50,000           $2.19                50,000

       As an employment inducement, the Company's vice-president of
sales was granted options to acquire 50,000 shares of the Company's
common stock at $2.19 per share, the stock price on the grant date
(April 16, 2007).  Using the Black-Scholes pricing model and an
estimated expiration factor of 3.25 years, a volatility factor of one
based on daily trading history, and a risk-free interest rate of 4.5%,
the options were valued at approximately $72,000, to be charged to
expense ratably over the 24-month vesting period.





Item 6. Management's Discussion and Analysis or Plan Operations
        _______________________________________________________

Forward Looking Statements
__________________________

       This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended, relating to the Company's future operations and prospects,
including statements that are based on current projections and
expectations about the markets in which the Company operates, and
management's beliefs concerning future performance and capital
requirements based upon current available information.  Such
statements are based on management's beliefs as well as assumptions
made by and information currently available to management.  When used
in this document, words like "may," "might," "will," "expect,"
"anticipate," "believe," and similar expressions are intended to
identify forward looking statements.  Those forward-looking statements
involve known and unknown risks, uncertainties and other factors that
may cause the Company's actual results, performance or achievements of
those of the Company's industry to be materially different from any
future results, performance or achievements expressed or implied by
those forward-looking statements.  Among the factors that could cause
actual results, performance or achievement to differ materially from
those described or implied in the forward-looking statements are the
Company's ability to obtain additional capital, on reasonable terms,
if at all, at such times and in such amounts as may be needed by the
Company; competition by entities which may have greater resources than
the Company; the Company's ability to market and sell its inventory of
historical documents; the Company's ability to correctly value its
inventory of documents; and other factors included in the Company's
filings with the Securities and Exchange Commission (the "SEC").
Copies of the Company's SEC filings are available from the SEC or may
be obtained upon request from the Company.  The Company does not
undertake any obligation to update the information contained herein,
which speaks only as of this date.







Liquidity and Capital Resources
_______________________________

       With the exception of the cost of documents that are sold and
certain selling expenses, most of the Company's other costs and
expenses are relatively fixed.  While management believes that the
Company's inventory of documents has substantially appreciated, the
Company has been unable to produce sufficient volume of sales to the
general public and has incurred significant operating losses for the
past several years.  As a result, the Company has been (and will
continue to be) dependent upon debt financing, including loans from
its majority stockholder, to satisfy its obligations when due.

       The unique characteristic of some the Company's documents held in
inventory may cause those documents to become rarer with time with
their then 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 2008.  Loans under the line of credit are secured by
the Company's inventory of documents owned and bear interest at the
prime rate plus 1.5%.  As of September 30, 2007, there was $6,000
available against this line of credit.  The Company's term mortgage
note was renewed in July 2007 in the amount of $1,087,251 and has an
8.25% interest rate and a maturity date of July 15, 2012.  The note is
collateralized by the Company's building.

       Prior to 2006, the Company borrowed $1,000,000 from its majority
stockholder/president, Todd M. Axelrod.  The amount is due on demand
but not earlier than October 31, 2008, with monthly interest payments
payable at a rate of 6% per annum (reduced from 8% as of September 1,
2005).  Interest expense on the related party advance was $60,835 and
$60,833 for the fiscal years 2007 and 2006, respectively.  The Company
has also borrowed other amounts, from Mr. Axelrod, from time to time
during the fiscal years 2007 and 2006.  The funds borrowed had an
interest rate of 3% per annum (reduced from 7.75% as of September 1,
2005).  The principal balance of the funds borrowed, in addition to
the foregoing $1,000,000, total $895,226 and $582,556 as of September
30, 2007 and September 30, 2006, respectively.  Interest expense on
these related party borrowings was $21,066 and $43,918 during fiscal
years 2007 and 2006, respectively.  The funds were used to supplement
cash flows from operating activities.  On January 20, 2006, the
Company held a special meeting of stockholders and approved converting
$3,231,722 of the advances into 1,615,861 non-voting shares of Series
A Convertible Preferred Stock.  The Series A Convertible Preferred
Stock earns dividends at the annual rate of 3% applied to the
liquidation value, and payable semi-annually so long as resources are
legally available for that purpose (unless waived by the holder).
Unpaid dividends are cumulative, are added to the liquidation value
(upon which the annual dividend rate is applied), and are preferential
in the event of liquidation and with respect to any dividends or other
distributions to common stockholders.  The Preferred Stock is non-
voting (except as may be required by law) and convertible at any time
at the option of the holder at a fixed rate of one common share for
every $2 in liquidation value, as adjusted, per share of Preferred
Stock at the time of conversion, subject to adjustment in the event of
future increases or decreases in the number of outstanding shares of
Common Stock for a price other than the then conversion price of the
Preferred Stock or in the event of issuance of certain other
securities.  As of September 30, 2007 and September 30, 2006, a total
of 1,689,671 and 1,640,099 shares of Common Stock were issuable upon
conversion of the Preferred Stock.

       The Company believes that its current cash requirements will be
met by generating revenues from operations, appropriately managing the
timing and volume of new document acquisitions, drawing amounts then
available, if any, 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 intends
but is not obligated 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 31,
2008.

       Historically, cash flow deficiencies have been funded with
borrowing from Mr. Axelrod.  Management believes that the need for
such borrowing should not diminish until profitability and cash flows
from operations improve.  To improve profitability and cash flows,
sales will need to increase.  To increase sales, management may have
to reevaluate its product pricing strategy and decrease the offering
prices of its merchandise.

       To date, management has been reluctant to cut prices and,
instead, to achieve its strategic objectives, continues to increase
inventory available on the internet.  With a market potential that is
world-wide, and unlimited in terms of inventory exposure, the Company
continues to employ this channel to improve revenue levels.
Currently, our website had been materially enlarged to include
approximately 47,500 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 positioned
to favorably compete with any 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, still
significantly increase its available inventory to this outlet without
negatively impacting the rarity of our documents, thus providing a
global audience with a diversity of choice.  The Company also
continues its investigation of productive links with other
organizations, with the possibility of 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's distribution channels consist of its direct
purchase websites and other internet avenues including eBay.  Shipping and
handling costs and related customer charges are not significant.



Inventory of documents owned and operating cycle
------------------------------------------------
       Documents owned are stated at cost on a specific-identification method,
not in excess of estimated market value.  Management reviews the recorded cost
and estimated value of the documents owned on a regular basis (at least
quarterly) to determine the adequacy of the allowance for market value
declines, if any.

       Management believes that the Company's inventory of documents is
generally appreciating, not depreciating, in value.  As a result, managing the
rarity of certain types or categories of documents through the judicious
marketing of only a selection of documents available in the Company's
inventory is an important element of the Company's business.  This element is
one of the reasons that the Company has accumulated and maintains a supply of
documents that is significantly greater than it intends to sell in a year or
even aggressively market.  As the Company's distribution channels have
changed over the years and are expected to continue to change in the future,
the volume of documents marketed in any one year, or succession of years,
changes significantly.  For these reasons, it has been impractical, for the
Company to define its operating cycle and, as a result, presents its balance
sheet on an unclassified basis.  The Company believes that this presentation
better reflects the nature of the Company's business and its principal asset.

       Over the past several years the cost of the Company's inventory as of
its fiscal year end has ranged from its present level of approximately $6.4
million to roughly $7.2 million, which management believes is a sufficient
supply of documents to provide for managing rarity and its other purposes.
Management has no current intention of significantly changing the composition
of its inventory and, as a result, the Company accounts for changes in the
cost of documents owned as an adjustment to arrive at cash flows from operating
activities.



Deferred tax assets
-------------------
       The Company provides a valuation allowance against deferred tax assets
(primarily associated with tax loss carryforwards) to the extent that such
tax assets exceeds an amount considered by management as more likely than not
to be utilized as a result of any gain on the
Company's appreciated document inventory, if partially sold in bulk,
and/or real estate, that may be realized as needed to protect the
carryforwards and, therefore, considered effective tax planning
strategies as defined in FASB Statement No. 109.  The potential gain
and related tax effect of a partial bulk sale of inventory is
estimated based on management's perception of market activity and
estimate of value and historical profit margins and trends.  Such
estimates are revisited and revised quarterly.  The appreciated value
of real estate is based primarily on appraisals and/or related advice
from brokers.



Recently issued accounting pronouncements
-----------------------------------------
       In December 2007, the Financial Accounting Standards Board (FASB)
issued Statement of Accounting Standards (SFAS) No. 160,
Noncontrolling Interests in Consolidated Financial Statements. It
clarifies that a noncontrolling (minority) interest in a subsidiary is
an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. SFAS 160
will not likely have any effect on the Company's consolidated
financial statements since we are not presently contemplating
investing in, establishing or acquiring a subsidiary or a variable
interest entity requiring consolidation.  SFAS 160 will be effective
for the Company's fiscal year beginning October 1, 2009.

       In December 2007, the FASB issued SFAS 141R, Business
Combinations, which replaces SFAS 141, Business Combinations.  The
Statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting (which Statement 141 called the
purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination.  We have not
yet evaluated SFAS 141R for the impact, if any, that SFAS 141R might
have on our financial statements, in the event we make any business
combination or other covered acquisitions after September 30, 2009,
which is not presently contemplated.

       In September 2006, the FASB issued SFAS 157, Fair Value
Measurements.  This standard defines fair value, establishes a
framework for measuring fair value in accounting principles generally
accepted in the United States, and expands disclosure about fair value
measurements.  In February 2007, the FASB issued SFAS 159, The Fair
Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement 115, which will permit the
option of choosing to measure certain eligible items at fair value at
specified election dates and report unrealized gains and losses in
earnings.  SFAS 157 and 159 was scheduled to become effective for us
for fiscal year 2009, and interim periods within those fiscal years;
however, the effective date for adjusting certain assets and
liabilities to fair value under SFAS 157 has been delayed one year.
We are currently evaluating the requirements of SFAS 157 and 159, and
have not yet determined the likely, if any, impact on our future
financial statements.

       In July 2006, the FASB issued Interpretation No. 48 (FIN 48)
Accounting for Uncertainty in Income Taxes, an Interpretation of FASB
Statement No. 109.  FIN 48 clarifies the accounting for income taxes
by prescribing the minimum recognition threshold a tax position is
required to meet before being recognized in the financial statements.
FIN 48 will be effective for our fiscal year 2008.  We do not expect
that the adoption of FIN 48 will have a significant impact on our
operating deficit or future financial position, results of operations, and
cash flows.  However, we are evaluating the impact that FIN 48 will have on
the amount, reporting, and disclosures relating to our deferred tax assets
resulting primarily from tax loss carryforwards.






Results of Operations
_____________________

Fiscal 2007 Compared to Fiscal 2006
-----------------------------------
       Total revenues decreased 7% comparing fiscal year ended September 30,
2007 to the fiscal year ended September 30, 2006.  The Company's direct
purchase web site increased 11% year-over-year and amounted to 80% of the
current year's total revenues compared to 67% of total revenues for fiscal
2006.  However, the Company's eBay auctions and eBay store revenues decreased
48% to 13% of total revenues for fiscal 2007 compared to 23% of total revenues
for fiscal 2006.  The decrease in eBay auction and eBay store revenues was
primarily the result of internet competition.

       In October 2006, the Company entered into a revenue-sharing arrangement
with our majority stockholder/president, Mr. Todd M. Axelrod, whereby the
Company physically safeguards, catalogs, and markets certain historical
documents, that Mr. Axelrod owns personally, for a fee consisting of 80% of the
gross profit from any sale (defined as the sales price to a third-party buyer
less Mr. Axelrod's cost of acquiring the item).  The Company independently
verifies the cost of any item sold pursuant to this arrangement.  The Company
believes this fee arrangement is considerably more favorable to the Company
than the Company could obtain from an independent third party.  The Company
receives the same guarantee as Mr. Axelrod would receive as to the authenticity
warranty obtained from the vendors.  The Company has also independently
verified Mr. Axelrod's cost of the consigned inventory.  During the 2007 fiscal
year, 34 documents subject to the revenue-sharing arrangement were sold for
$113,004.  The Company's revenue share for the fiscal period was $78,473 and
is included in revenues.

       Cost of revenues decreased 22%, comparing fiscal 2007 to fiscal 2006,
to 8.5% of net revenues in fiscal 2007 compared to 10% of net revenues for
fiscal 2006.  Excluding the effects of the revenue-sharing arrangement
discussed in the previous paragraph, the Company's cost of revenues would have
been 9.7% for the current fiscal year.

       Total operating expenses decreased 8% comparing fiscal 2007 to fiscal
2006.  Advertising on the internet decreased 33% comparing fiscal 2007 to
fiscal 2006 to 8% of net revenues for 2007 compared to 11% for 2006.
Professional fees decreased 68% in fiscal 2007 due to legal fees incurred in
fiscal 2006 pertaining to Nasdaq compliance issues, part of which were written
off in fiscal 2007.  Depreciation expense decreased 11% in fiscal 2007
compared to 2006 largely resulting from assets becoming fully depreciated.

       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 included net
in other income and expense ($102,254 fiscal 2007 as compared to $105,936 for
fiscal 2006).

































Item 7. Financial Statements.





                                TABLE OF CONTENTS
                                _________________
                                                               PAGE
                                                               ____


          Report of Independent Registered Public
          Accounting Firm                                       12


          Consolidated Balance Sheets - September 30,
          2007 and 2006                                         13


          Consolidated Statements of Operations for the
          years ended September 30, 2007 and 2006               14


          Consolidated Statements of Stockholders'
          Equity for the years ended September 30,
          2007 and 2006                                         15


          Consolidated Statements of Cash Flows for the
          years ended September 30, 2007 and 2006               16


          Notes to Consolidated Financial Statements            17


























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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, 2007 and 2006, 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 the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting.  Accordingly, we express no such
opinion.  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, 2007 and 2006, 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
December 13, 2007






                  GALLERY OF HISTORY, INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS
                      AS OF SEPTEMBER 30, 2007 AND 2006
___________________________________________________________________________

                                               2007         2006
                                               ____         ____
         ASSETS

Cash                                      $     1,517   $    1,738
Inventory of documents owned                6,423,831    6,504,288
Deferred tax assets                         1,339,842    1,339,842
Property and equipment, net                 1,047,455    1,100,381
Other assets                                   61,394       53,996
                                           ----------    ---------
                                          $ 8,874,039   $9,000,245
                                           ==========    =========

       LIABILITIES

Accounts payable                          $    39,339   $  100,093
Advances and notes payable:
  Majority shareholder                      1,895,226    1,582,556
  Other                                     1,168,781    1,186,815
Preferred stock dividend payable              147,620       48,476
Other liabilities and accruals                 79,374       97,446
                                           ----------    ---------
                                            3,330,340    3,015,386
                                           ----------    ---------
   STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  20,000,000 shares authorized;
  11,935,308 shares issued                      5,968        5,968
Preferred stock: $.0005 par value;
  4,000,000 shares authorized;
  1,615,861 shares issued (liquidation
  value at September 30, 2007 and
  September 30, 2006, $3,379,342 and
  $3,280,198 including cumulative
  unpaid dividends in arrears of
  $147,620 and $48,476)                           808          808
Additional paid-in capital                 14,291,362   14,243,315
Accumulated deficit                        (5,745,768)  (5,256,561)
Common stock in treasury,
  6,309,324 shares, at cost                (3,008,671)  (3,008,671)
                                           ----------    ---------
                                            5,543,699    5,984,859
                                           ----------    ---------
                                          $ 8,874,039   $9,000,245
                                           ==========    =========



See notes to consolidated financial statements.
___________________________________________________________________________




                  GALLERY OF HISTORY, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
___________________________________________________________________________

                                               2007         2006


REVENUES                                   $  632,293   $  679,461

COST OF REVENUES                               53,590       68,685
                                            ---------    ---------
GROSS PROFIT                                  578,703      610,776

                                            ---------    ---------
OPERATING EXPENSES
 Selling, general and administrative          844,073      915,895
 Depreciation                                  40,091       45,113
                                              884,164      961,008
                                            ---------    ---------
OPERATING LOSS                               (305,461)    (350,232)
                                            ---------    ---------

OTHER INCOME (EXPENSE)
 Interest expense:
    Majority shareholder                      (81,902)    (104,751)
    Other                                    (105,122)    (117,699)
 Rental income, net                           102,254      105,936
 Impairment provision of other assets            --        (75,377)
 Other                                            168        7,781
                                            ---------    ---------
                                              (84,602)    (184,110)
                                            ---------    ---------

NET LOSS                                   $( 390,063)  $( 534,342)

Preferred stock dividend                      (99,144)     (48,476)
                                            ---------    ---------

NET LOSS APPLICABLE TO COMMON SHARES       $( 489,207)  $( 582,818)
                                            =========    =========


BASIC AND DILUTED LOSS PER SHARE                $(.09)       $(.10)
                                                 ====         ====

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, 2007 AND 2006



                                Additional                Common
    Common Stock     Preferred    Paid-in  Accumulated   Stock in
    Shares   Par   Shares   Par   Capital    Deficit     Treasury    Total
   -------- -----  ------- ----  ---------  ---------   ---------   --------


Balance at October 1, 2005
   11935308 $5968     --   $--   $10555655  $(4673743)  $(3008671)  $2879209

Contributed services by
  Majority shareholders
       --     --      --    --      456696       --          --       456696

Issue preferred stock
       --     --   1615861  808    3230964       --          --      3231772

Preferred dividend
       --     --      --    --        --       (48476)       --       (48476)

Net loss
       --     --      --    --        --      (534342)       --      (534342)
   --------  ----  -------  ---   --------   --------    --------    -------


BALANCE AT SEPTEMBER 30, 2006
   11935308 $5968  1615861 $808  $14243315  $(5256561)  $(3008671)  $5984859


Contributed services by
  Majority shareholders
       --     --      --    --       33012       --          --        33012

Stock based compensation
       --     --      --    --       15035       --          --        15035

Preferred dividend
       --     --      --    --        --       (99144)       --       (99144)

Net loss
       --     --      --    --        --      (390063)       --      (390063)
   --------  ----  -------  ---   --------   --------    --------    -------

BALANCE AT SEPTEMBER 30, 2007
   11935308 $5,968 1615861 $808  $14291362  $(5745768)  $(3008671)  $5543699
   ========  ====  =======  ===   ========   ========    ========    =======



See notes to consolidated financial statements.
___________________________________________________________________________


                  GALLERY OF HISTORY, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006
___________________________________________________________________________

                                                   2007           2006
                                                   ____           ____
OPERATING ACTIVITIES
 Net loss                                      $(390,063)     $(534,342)
 Depreciation and amortization                    67,531         73,157
 Contributed services of majority shareholders    33,012         33,012
 Stock based compensation                         15,035           --
 (Increase) decrease in:
     Inventory of documents owned                 80,457       (52,978)
     Other assets                                 (7,398)       85,568
 Increase (decrease) in:
     Accounts payable                            (60,754)        48,720
     Accrued and other liabilities               (18,072)         6,038
                                                --------       --------
Net cash used in operating activities           (280,252)      (340,825)
                                                --------       --------
INVESTING ACTIVITIES
 Purchase of property and equipment              (14,605)          --

                                                --------       --------
FINANCING ACTIVITIES
 Proceeds from borrowings:
     Majority shareholder                        332,870        541,820
     Other                                       304,000        217,000
 Repayments of borrowings:
     Majority shareholder                        (20,200)        (7,555)
     Other                                      (322,034)      (410,818)
                                                --------       --------
Net cash provided by financing activities        294,636        340,447
                                                --------       --------

NET DECREASE IN CASH                                (221)          (378)
CASH, BEGINNING OF YEAR                            1,738          2,116
                                                --------       --------
CASH, END OF YEAR                              $   1,517      $   1,738
                                                ========       ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest         $ 185,265      $ 223,450
                                                ========       ========
Noncash investing and financing activities:
  Capitalization of contributed services,
  majority shareholder                              --        $ 423,684
                                                ========       ========
Issuance of preferred stock in partial
  settlement of note payable, majority
  shareholder                                       --       $3,231,772
                                                ========       ========
Dividend accrued on preferred stock            $  99,144     $   48,476
                                                ========       ========

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 that affect reported amounts and
disclosures, some of which may require revision in future periods.
Estimated valuation allowances for deferred tax assets (Note 6) 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 is 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, $49,810 in 2007 and $75,716 in
2006, including all sales material and internet selling fees, are
generally expensed as incurred and are included in general, selling
and administrative expenses.

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, 2007 and 2006, consists of the
following:
                                             2007         2006
                                             ----         ----
Land                                     $  580,000   $  580,000
Equipment and furniture                     573,921      576,526
Software                                    320,218      310,389
Office building and improvements          1,653,729    1,653,729
                                          ---------    ---------
                                          3,127,868    3,120,644
Less accumulated depreciation            (2,080,413)  (2,020,263)
                                          ---------    ---------
                                         $1,047,455   $1,100,381
                                          =========    =========

Approximately 45% of the Company's office building is leased or is
available to lease to tenants (Note 7).  Property and equipment
identifiable with the rental operation and the Company's use is as
follows:

                                             2007         2006
                                             ----         ----
Office building                          $1,495,751   $1,495,751
Less accumulated depreciation            (1,046,311)    (991,765)
                                          ---------    ---------
                                         $  449,440   $  503,986
                                          =========    =========







3.	OTHER ASSETS

Other assets at September 30, 2006 and 2005, consist of the following:
                                              2007         2006
                                              ----         ----
Framing materials                          $ 23,451     $ 25,000
Prepaid expenses                             24,017       16,750
Other                                        13,926       12,246
                                            -------      -------
                                           $ 61,394     $ 53,996
                                            =======      =======


4.	RELATED PARTY TRANSACTIONS

       Issuance of preferred stock.  Prior to 2006, the Company borrowed
$1,000,000 from its principal officer/stockholder, Todd Axelrod.  The
advance is due on demand but not prior to October 31, 2008, with
monthly interest payments payable at a rate of 6% per annum (reduced
from 8% as of September 1, 2005).  Interest expense on the related
party advance was $60,835 and $60,833 for fiscal years 2007 and 2006,
respectively.  The Company has also borrowed other amounts, from Mr.
Axelrod, from time to time during the fiscal years 2007 and 2006.  The
funds borrowed have an interest rate of 3% (reduced from 7.75% as of
September 1, 2005).  The principal balance of the funds borrowed, in
addition to the foregoing $1,000,000, totaled $895,226 and $582,556 as
of September 30, 2007 and September 30, 2006, respectively.  Interest
expense on these related party borrowings was $21,066 and $43,918
during fiscal years 2007 and 2006, respectively.  The funds were used
to supplement cash flows from operating activities.  On January 20,
2006, the Company held a special meeting of stockholders and approved
converting $3,231,722 of the advances into 1,615,861 non-voting shares
of Series A Convertible Preferred Stock.  The Series A Convertible
Preferred Stock earns dividends at the annual rate of 3% applied to
the liquidation value, and payable semi-annually so long as resources
are legally available for that purpose (unless waived by the holder).
Unpaid dividends are cumulative, are added to the liquidation value
(upon which the annual dividend rate is applied), and are preferential
in the event of liquidation and with respect to any dividends or other
distributions to Common Stockholders.  The Preferred Stock is non-
voting (except as may be required by law) and convertible at any time
at the option of the holder at a fixed rate of one common share for
every $2 in liquidation value, as adjusted, per share of Preferred
Stock at the time of conversion, subject to adjustment in the event of
future increases or decreases in the number of outstanding shares of
Common Stock for a price other than the then conversion price of the
Preferred Stock or in the event of issuance of certain other
securities.  As of September 30, 2007 and September 30, 2006, a total
of 1,689,671 and 1,640,099 shares of Common Stock were issuable upon
conversion of the Preferred Stock.

       Mr. Axelrod intends but is not obligated to continue funding or
guarantee additional debt, should it be required.  Mr. Axelrod has
agreed not to demand payment on any amounts the Company has borrowed
and, if necessary, defer his right to receive interest payments and/or
dividend payments through at least October 31, 2008 (Note 5).  Mr.
Axelrod is not currently being paid a salary in cash, and the Company
is now recording compensation at the estimated fair-value of his
reduced services.

       Revenue-sharing arrangement.  During the current fiscal year, Mr.
Todd Axelrod, purchased documents from outside sources for his own
account with personal funds.  The Company may have been interested in
acquiring some or all of the items; however, management believed that
the Company lacked sufficient liquidity to assume the related finance
and marketability risks.  As a result, the Company and Mr. Axelrod
entered into a revenue-sharing arrangement whereby the Company
physically safeguards and catalogs the documents, and markets certain
of the items on its web site for a fee consisting of 80% of the gross
profit from any sale (defined as the sales price to a third party
buyer less Mr. Axelrod's cost of acquiring the item).  The Company
believes this fee arrangement is considerably more favorable to the
Company than the Company could obtain from an independent third party.
The Company receives the same guarantee as Mr. Axelrod would receive
as to the authenticity warranty obtained from the vendors.  The
Company has also independently verified Mr. Axelrod's cost of the
consigned inventory.  During the fiscal year, 34 documents subject to
the revenue-sharing arrangement were sold for $113,004.  The Company's
revenue share for the fiscal period was $78,473 and is included in
revenues.

Contributed Services.  The Company's president and majority
shareholder does not receive a salary.  Accordingly, the estimated
value of such services (approximately $30,000 per year) is recorded as
expense and additional paid-in capital.



5.	ADVANCES AND NOTES PAYABLE

Advances and notes payable consist of the following at September 30:

Advances payable, Majority Shareholder debt
(demand rights waived through October 31, 2008):
                                                2007          2006
                                                ----          ----
6% advance                                  $1,000,000    $1,000,000
Other advances, interest rate 3%               895,226       582,556
                                             ---------     ---------
                                            $1,895,226    $1,582,556
                                             =========     =========
Notes payable, other:

8.5% Mortgage note payable
 July 15, 2012, collateralized
 by a building                              $1,074,199    $1,170,588

6.5% auto loan payable in 60 monthly
 installments                                      582         4,227

Prime plus 1.5% revolving line of credit
 (up to $100,000) renewing August 2008,
 (9.25% at September 30, 2007),
 collateralized by documents and equipment      94,000        12,000
                                             ---------     ---------
                                            $1,168,781    $1,186,815
                                             =========     =========



The estimated fair value of the Company's debt at September 30, 2007
and 2006, respectively, was approximately $3,064,007 and $2,769,371,
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:

                    2008            $  120,304
                    2009             1,931,251
                    2010                47,249
                    2011                59,475
                    2012               905,728
                                     ---------
                    Total           $3,064,007
                                     =========


6.	INCOME TAXES

The Company provides a valuation allowance against deferred tax assets
(primarily associated with net tax loss carryforwards), to the extent
that such tax assets are considered by management as not likely to be
utilized, after consideration of tax planning strategies.  Such
valuation allowance is the reason for the variation in the customary
relationship between income tax benefit and the pretax accounting
loss.

Additional details of the components of deferred income taxes at
September 30, 2007 and 2006 follows:
                                            2007          2006
Deferred tax assets                         ----          ----
  Net operating losses, net of
   reserves of $814,200 and $716,100    $1,421,822    $1,411,708
  Other                                      5,773        32,666
                                         ---------     ---------
                                         1,427,595     1,444,374
Deferred tax liabilities
  Depreciation                             (87,753)     (104,532)
                                         ---------     ---------
Net deferred tax assets                 $1,339,842    $1,339,842
                                         =========     =========

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

                                        Tax                      Tax
                              2007     rate         2006        rate
                              ----     ----         ----        ----
Benefit at statutory rate  (132,600)  (34.0%)   $(181,700)     (34.0%)
Reserve against tax benefit  98,100    25.2%      176,900       33.1%
Other                        34,500     8.8%        4,800         .9%
                           --------    ----      --------       ----
Income tax benefit        $    --       -- %    $    --          -- %
                           ========    ====      ========       ====


The entire tax benefit attributable to fiscal years 2007 and 2006 of
$98,100 and $176,900 are recognized net of 100% reserves because
future realization is estimated to be less likely than not.

As of September 30, 2007, the Company had federal income tax loss
carryforwards of $6,560,000 available to reduce future tax payment
obligations.  The carryforwards expire from 2009 to 2026.



7.	Stock-based compensation

As an employment inducement, the then recently hired vice-president of
sales was granted options to acquire 50,000 shares of the Company's
common stock at $2.19 per share, the stock price on the grant date
(April 16, 2007).  Using the Black-Scholes pricing model and an
estimated expiration factor of 3.25 years, a volatility factor of one
based on daily trading history, and a risk-free interest rate of 4.5%,
the options were valued at approximately $72,000, to be charged to
expense ratably over the 24-month vesting period.  The financial
statements for the three months ended June 30, 2007 includes share-
based compensation expense of approximately $6,000 associated with
these options.  The outstanding options were not given effect to
compute diluted loss per share for the period since to do so would
have been anti-dilutive.





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 2007 to 2012 with various renewal options.  Gross
rental income for the periods ended September 30, 2007 and 2006 was
$185,327 and $189,073, respectively.  Building operating costs,
including primarily depreciation, repairs and maintenance, janitorial,
utilities and property taxes, totaled $83,073 and $83,137 in 2007 and
2006, respectively.

Future minimum lease payments receivable under non-cancelable
operating leases as of September 30, 2007, excluding contingent
amounts applicable to reimbursable expenses, are as follows:

                    2008             $ 150,027
                    2009               124,346
                    2010                97,753
                    2011                99,479
                    2012                99,636
                    Thereafter           8,334
                                      --------
                                     $ 579,575
                                      ========



Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

None.




Item 8a. Controls and Procedures


       The Company 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, 2007, the Company carried
out an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Exchange
Act Rule 13a-15.  The evaluation was conducted under the supervision
of, and with the participation of the Company's management including
the Company's Chief Executive Officer and Chief Financial Officer.

       Based on their evaluation, as of September 30, 2007, the
Company's Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended) are effective.  There have been no changes in our
internal control over financial reporting during the fiscal year ended
September 30, 2007, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




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, if any, of the Company.  Directors are
elected until the next annual meeting of stockholders 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        58    President and Chairman           1981
                             of the Board of Directors

Rod R. Lynam           59    Treasurer/Assistant              1984
                             Secretary and Director

Dr. Michael Rosenman   46    Director                         2002

Roger Schneier         64    Director                         2006

Peter Kuhr             59    Director                         2007

       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.

       Michael Rosenman, M.D., Ph.D., has been a member of our Board of
Directors since 2002.  Dr. Rosenman is 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.

       Roger Schneier was appointed to the Board of Directors on May 22,
2006.  Mr. Schnier has been retired since January 2005.  Prior to his
retirement he was President for twenty-five years of Ben's Auto Parts
and Be-Mack Warehouse, both located in Bronx, New York.

       Peter Kuhr was elected to the Board of Directors on March 13,
2007.  Mr. Kuhr is currently the president of, and a partner in,
Capital Iron 1997 Ltd., a specialty retail operation servicing the
Victoria, British Columbia market.  Prior to this position, in 1996,
he was general merchandise manager of the textiles division of Eaton's
of Canada, then a major department store with over 100 stores across
Canada.  Mr. Kuhr is a member of the Board of Directors for the
Downtown Victoria Business Association and is an active fund raiser
and volunteer with a number of community organizations including the
United Way and the Prostate Centre.





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 SEC
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, 2007, 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.



Audit Committee Matters
-----------------------

       The Company's Audit Committee currently is composed of Mr. Kuhr,
Chairman, Dr. Rosenman and Mr. Schneier.  Mr. Berezan resigned as a
director of the Company and as audit committee chairman March 12,
2007.  The Board of Directors, in a meeting held March 13, 2007,
elected Mr. Peter Kuhr to the Board.  The Board also appointed Mr.
Kuhr as chairman of the Audit Committee.  The Company's Board of
Directors has determined that each member of the Audit Committee is
able to read and understand fundamental financial statements,
including the Company's consolidated balance sheet, income statement
and cash flow statement.  In addition, the Board of Directors has
determined that Peter Kuhr is an "audit committee financial expert" as
that term is defined by the rules and regulations of the Securities
and Exchange Commission.  Also, the Board of Directors has determined
that each of these individuals is an "independent director," as
defined under the applicable rules and listing standards of the NASDAQ
Stock Market LLC and the rules and regulations of the Securities and
Exchange Commission.



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.

       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 table sets forth all compensation awarded to,
earned by, or paid by the Company during our fiscal year ended
September 30, 2007 to our Chief Executive Officer, and to any
executive officer who received compensation in excess of $100,000 for
the last completed fiscal year (each a "Named Executive Officer").

                         SUMMARY COMPENSATION TABLE
                         --------------------------
                                          Non-      Non-
                                          Equity   qualified
Name and                                 Incentive  Deferred   All
Principal                   Stock  Option  Plan        Comp    Other
Position  Year Salary Bonus Awards Awards  Comp      Earnings   Comp    Total
--------- ---- ------ ----- ------ ----  --------   --------- ------   -------
Todd M.  2007  $0(1)  $0    $0     $0      $0        $0      $8310(2) $8310(2)
Axelrod, 2006  $0(1)  $0    $0     $0      $0        $0      $7644(2) $7644(2)
President
and Chief
Executive
Officer
   (1) Mr. Axelrod does not receive compensation for services rendered.
   (2) Represents employee benefits in the form of health and life insurance.

       During the fiscal year ended September 30, 2007, 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.


                            DIRECTOR COMPENSATION
                            ---------------------
        The following table sets forth certain information concerning
compensation paid to our outside directors during fiscal 2007:

                   Fees                  Non-Equity Non-qualified
                 Earned or               Incentive   Deferred       All
                 Paid in   Stock  Option   Plan     Compensation   Other
      Name        Cash     Awards Awards   Comp       Earnings     Comp  Total
----------------  ----     ------ ------  ------     ----------    ----  -----
Michael Rosenman  $0        $0      $0      $0          $0         $0     $0
Roger Schneier    $0        $0      $0      $0          $0         $0     $0
Peter Kuhr        $0        $0      $0      $0          $0         $0     $0

       We do not compensate any of our directors for serving on the Board or
on any committee of the Board.  If requested, we may reimburse our outside
directors for their reasonable travel expenses incurred in attending Board or
committee meetings.

       We are not a party to any employment agreement with any of our executive
officers.  On April 16, 2007, we entered into a letter agreement with Don A
Prince, pursuant to which Mr. Prince was employed on a full-time basis in a
non-executive officer capacity, as the Company's Vice President of Sales.
Mr. Prince's employment is on an at-will basis, and may be terminated at any
time by either Mr. Prince or the Company for any or no reason at all.  Mr.
Prince is being compensated at the per annum rate of $100,000, and, as an
inducement to accept employment with the Company, the Company awarded Mr.
Prince an aggregate 50,000 options to purchase a like number of shares of the
Company's common stock at an exercise price of  $2.19 per share (the closing
price on April 16, 2007).  The options are subject to a vesting schedule and
expire upon the earlier of five years from the date of grant or the
termination of Mr. Prince's employment with the Company, irrespective of the
reasons for any such termination.



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

       The following table sets forth certain information, as of December 1,
2007, 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 each Director
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(1)      Beneficial Ownership(2)  of Class
--------  --------------------      -----------------------  --------
 Common    Todd M. Axelrod              6,001,785(3)           82.0%
 Stock

 Common    Rod R. Lynam                       210               (4)
 Stock

 Common     Dr. Michael Rosenman               -0-                --
 Stock

 Common    Roger Schneier                  30,707               1.3%
 Stock

 Common    Peter Kuhr                         -0-                --
 Stock

 Common    Gerald Newman                  493,000               8.8%
 Stock     17161 Coral Cove Way
           Boca Raton, FL 33496

 Common    All Executive Officers       6,032,702(3)           82.5%
 Stock     and Directors as a
           group (5 persons)(3)

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

(2)	The individuals referred to above have sole voting and investment
power in regard to their Common Stock, subject to applicable
community property laws.

(3)	Includes 1,689,671 shares of Common Stock issuable upon
conversion of 1,689,671 shares of Series A Preferred Stock owned
of record by Mr. Axelrod.

(4)	Less than 1%.

       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 2006, the Company borrowed $1,000,000 from its majority
stockholder/president, Todd M. Axelrod.  The advance is due on demand
but not prior to October 31, 2008, with monthly interest payments
payable at a rate of 6% per annum (reduced from 8% as of September 1,
2005).  Interest expense on the related party advance was $60,835 and
$60,833 for fiscal years 2007 and 2006, respectively.  The Company has
also borrowed other amounts, from Mr. Axelrod, from time to time
during the fiscal years 2007 and 2006.  The funds borrowed have an
interest rate of 3% (reduced from 7.75% as of September 1, 2005).  The
principal balance of the funds borrowed, in addition to the foregoing
$1,000,000, totaled $895,226 and $582,556 as of September 30, 2007 and
September 30, 2006, respectively.  Interest expense on these related
party borrowings was $21,066 and $43,918 during fiscal years 2007 and
2006, respectively.  The funds were used to supplement cash flows from
operating activities.  On January 20, 2006, the Company held a special
meeting of stockholders and approved converting $3,231,722 of the
advances into 1,615,861 non-voting shares of Series A Convertible
Preferred Stock.  The Series A Convertible Preferred Stock earns
dividends at the annual rate of 3% applied to the liquidation value,
and payable semi-annually so long as resources are legally available
for that purpose (unless waived by the holder).  Unpaid dividends are
cumulative, are added to the liquidation value (upon which the annual
dividend rate is applied), and are preferential in the event of
liquidation and with respect to any dividends or other distributions
to common stockholders.  The Preferred Stock is non-voting (except as
may be required by law) and convertible at any time at the option of
the holder at a fixed rate of one common share for every $2 in
liquidation value, as adjusted, per share of Preferred Stock at the
time of conversion, subject to adjustment in the event of future
increases or decreases in the number of outstanding shares of Common
Stock for a price other than the then conversion price of the
Preferred Stock or in the event of issuance of certain other
securities.  As of September 30, 2007 and September 30, 2006, a total
of 1,689,671 and 1,640,099 shares of Common Stock were issuable upon
conversion of the Preferred Stock.   Mr. Axelrod intends but is not
obligated to continue funding or guarantee additional debt, should it
be required.  Mr. Axelrod has agreed not to demand payment on any
amounts the Company has borrowed and, if necessary, defer his right to
receive interest payments and/or dividend payments through at least
October 31, 2008.  Mr. Axelrod is not currently being paid a salary in
cash, and the Company is now recording compensation at the estimated
fair-value of his reduced services.

       During the current fiscal year, Mr. Todd Axelrod, purchased
documents from outside sources for his own account with personal
funds.  The Company may have been interested in acquiring some or all
of the items; however, management believed that the Company lacked
sufficient liquidity to assume the related finance and marketability
risks.  As a result, the Company and Mr. Axelrod entered into a
revenue-sharing arrangement whereby the Company physically safeguards
and catalogs the documents, and markets certain of the items on its
web site for a fee consisting of 80% of the gross profit from any sale
(defined as the sales price to a third party buyer less Mr. Axelrod's
cost of acquiring the item).  The Company believes this fee
arrangement is considerably more favorable to the Company than the
Company could obtain from an independent third party.  The Company
receives the same guarantee as Mr. Axelrod would receive as to the
authenticity warranty obtained from the vendors.  The Company has also
independently verified Mr. Axelrod's cost of the consigned inventory.
During the fiscal year, 34 documents subject to the revenue-sharing
arrangement were sold for $113,004.  The Company's revenue share for
the fiscal period was $78,473 and is included in revenues.







Item 13. Exhibits and Reports on Form 8-K


Exhibits

 3.1  Articles of Incorporation.*

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

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

 3.4  Bylaws.**

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 Exhibit 3.1 to the
         Registrant's Form 10-QSB for its fiscal quarter ended June
         30, 2005 (the "Form 10-QSB").

       **	Incorporated by reference to Exhibit 3.2 to the Form 10-QSB.

      ***	Incorporated by reference to Exhibit 14.1 to the Registrant's
         Form 10-KSB for its fiscal year ended September 30, 2004.












Item 14. Principal Accountant Fees and Services

       The following table lists the aggregate fees billed for
professional services rendered for the audit of the Company's annual
financial statements for the years ended September 30, 2007 and 2006
including the reviews of the unaudited interim financial statements of
the Company's Form 10-QSB.

                                          2007(1)         2006
                                          -------         ----
                  Audit Fees (2)          $41,886       $33,006
                  Audit-Related Fees            0             0
                  Tax Fees (3)              3,000         3,311
                  All other fees(4)        20,349             0

       (1) Total audit and tax fees for fiscal 2007 have not yet been
billed to the Company.  The amounts entered are estimated.
       (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.
       (4) All other fees included fees charged mainly for fees
pertaining to the Securities and Exchange Commission comment letters
received during fiscal 2007.

       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 26, 2007
                                         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 26, 2007
-------------------      Chairman of the
Todd M. Axelrod          Board of Directors
                         (Principal Executive Officer)


/s/ Rod Lynam            Treasurer/Assistant         December 26, 2007
-------------            Secretary and Director
Rod Lynam                (Principal Financial and
                         Accounting Officer)


/s/ Michael Rosenman     Director                    December 26, 2007
--------------------
Michael Rosenman


/s/ Roger Schneier       Director                    December 26, 2007
------------------
Roger Schneier

/s/ Peter Kuhr           Director                    December 26, 2007
-------------
Peter Kuhr