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, 2006

[ ] 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 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:   $679,461

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant (1,247,263 shares) as of December 10, 2006
was approximately $2,220,128 based upon $1.78, 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 December 1, 2006.

                     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 183,000 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.  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
-----------
       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
approximate 183,000 document inventory would be positively affected.
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 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, 2006, the Company had five full-time, one
contracted employees, in addition to its three 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, 2006, 11,502 square feet was being leased
to six tenants for an aggregate monthly rental of $17,365 under leases
expiring at varying times from December 2006 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
        -----------------
None.



Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
       On September 15, 2006, the Company held its annual meeting of
shareholders for the following purposes:  (1) to elect five Directors
to serve until the next annual meeting of shareholders; and (2) to
approve the appointment of Piercy, Bowler, Taylor & Kern, Certified
Public Accountants and Business Advisors, a professional corporation
(PBTK), as the Company's independent auditors for the fiscal year
ending September 30, 2006.

       At the Meeting the following Directors were elected:

                             VOTES CAST
                                 FOR                  WITHHELD
       NOMINEES                ELECTION              AUTHORITY
       --------                --------              ---------
Todd M. Axelrod               5,552,595                7,200
Rod Lynam                     5,552,595                7,200
Michael Rosenman              5,559,795                    0
Leo Berezan                   5,559,795                    0
Roger Schneier                5,559,795                    0

       Voting for the appointment of Piercy, Bowler, Taylor & Kern as
the Company's independent auditors, 5,559,953 shares were in favor,
and 140 against.





                                    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 17, 2006 there were
approximately 362 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 2005
 October 1, 2004 - December 31, 2004      $3.70                $4.71
 January 1, 2005 - March 31, 2005          3.00                 4.40
 April 1, 2005 - June 30, 2005             2.50                 3.40
 July 1, 2005 - September 30, 2005         1.49                 2.55

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

(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, 2006.

(b)    Not applicable.

(c)    None.




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

Forward Looking Statements
--------------------------
       This report 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.  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
-------------------------------
       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 2007.  Loans under the line are secured by the
Company's inventory of documents owned and bear interest at the prime
rate plus 1.5%.  As of September 30, 2006, there was $12,000 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 2005, the Company borrowed
$1,000,000 from its majority shareholder and president, Todd Axelrod.
The amount is due on demand but not earlier than October 31, 2007,
with interest payments monthly at a rate that was reduced September 1,
2005 from 8% to 6%.  The purpose of this advance 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 2006 and 2005.  The
funds borrowed had an interest rate of 1.5% above the prime lending
rate but was reduced to 3% as of September 1, 2005.  The balance of
the funds borrowed was $582,556 as of September 30, 2006.  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 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, 2007.

       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
has continued to employ this channel to improve revenue levels.
Currently, the website had been materially enlarged to include
approximately 40,400 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, 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'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 $6.5 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 2006 Compared to Fiscal 2005
-----------------------------------
       The Company had decided in fiscal 2006 to cease its catalog
auction operation due to the extreme competition developing in this
area.  The Company could not maintain its historical gross margins.
Instead, effort was directed towards the Company's own websites and
other internet channels.  Total revenues decreased 30% comparing
fiscal 2006 to fiscal 2005.  The Company's catalog auction revenues
were minor for fiscal 2006 but amounted to 26% of total revenues for
fiscal 2005.  The Company also participated in one external auction in
fiscal 2005 that amounted to 4% of total revenues for fiscal 2005.
The Company did not participate in any external auctions in fiscal
2006.  Revenues generated through the internet channels increased 3%
comparing fiscal 2006 with fiscal 2005.  These revenues amounted to
91% of total revenues generated for fiscal 2006 compared to 53% of
total revenues in fiscal 2005.

       Cost of revenues decreased to 10% of net revenues in fiscal 2006
compared to 13% of net revenues for fiscal 2005.  Part of this
decrease is because of the Company's pricing structure, but in
addition, the cost of revenues for the Company's fiscal 2005 catalog
auction operation amounted to 17% of net revenues.  In addition, this
fiscal 2005 cost of revenues number does not include the cost of
printing and mailing of the catalogs which amounted to 6% of fiscal
2005 net revenues.  Cost of revenues is comprised of the actual
document cost.  The cost of shipping and handling charges and related
customer charges are not significant.

       Total operating expenses decreased 35% comparing fiscal 2006 to
fiscal 2005.  As stated above, a significant amount of this decrease
is attributed to discontinuing the printing and mailing of catalogs.
Salaries and related payroll taxes decreased 51% comparing fiscal 2006
to 2005 mainly due to the reduction in officer salaries.  Advertising
on the internet was reduced in fiscal 2006 and resulted in a decrease
of 13% comparing the two fiscal years.  Depreciation expense decreased
53% in fiscal 2006 compared to 2005 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
($105,936 fiscal 2006 as compared to $91,991 for fiscal 2005).  Rental
revenues increased 7% comparing the fiscal years due to increased
rental rates.

       Other expense includes a $75,377 write down of our framing raw
material inventory.  The Company does not promote framed documents as
it once did in its gallery settings, thus we do very little framing of
sales generated from the internet.









Item 7. Financial Statements.









                               TABLE OF CONTENTS




                                                                        PAGE




Report of Independent Registered Public Accounting Firm                  12


Consolidated Balance Sheets - September 30, 2006 and 2005                13


Consolidated Statements of Operations for the years ended
September 30, 2006 and 2005                                              14


Consolidated Statements of Stockholders' Equity for the
years ended September 30, 2006 and 2005                                  15


Consolidated Statements of Cash Flows for the years
ended September 30, 2006 and 2005                                        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, 2006 and 2005, 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, 2006 and 2005, and
the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted
in the United States.





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




Las Vegas, Nevada
October 26, 2006





                   GALLERY OF HISTORY, INC. AND SUBSIDIARIES
                   -----------------------------------------

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2006 AND 2005
__________________________________________________________________

                                               2006         2005
                                               ----         ----

         ASSETS
         ------
Cash                                       $    1,738   $    2,116
Inventory of documents owned                6,504,288    6,451,310
Deferred tax assets                         1,339,842    1,339,842
Property and equipment, net                 1,100,381    1,173,538
Other assets                                   53,996      139,564
                                            ---------    ---------
                                           $9,000,245   $9,106,370
                                            =========    =========



       LIABILITIES

Accounts payable                           $  100,093   $   51,373
Advances and notes payable:
  Majority shareholder                      1,582,556    4,280,063
  Other                                     1,186,815    1,380,633
Accrued salaries due to
  majority shareholder                          --         423,684
Other liabilities and accruals                145,922       91,408
                                            ---------    ---------
                                            3,015,386    6,227,161
                                            ---------    ---------


   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                         808        --
Additional paid-in capital                 14,243,315   10,555,655
Accumulated deficit                        (5,256,561)  (4,673,743)
Common stock in treasury,
  6,309,324 shares, at cost                (3,008,671)  (3,008,671)
                                            ---------    ---------
                                            5,984,859    2,879,209
                                            ---------    ---------
                                           $9,000,245   $9,106,370
                                            =========    =========

See notes to consolidated financial statements.
________________________________________________________________





                   GALLERY OF HISTORY, INC. AND SUBSIDIARIES
                   -----------------------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005
________________________________________________________________


                                               2006         2005
                                               ----         ----

REVENUES                                   $  679,461   $1,120,959

COST OF REVENUES                               68,685      148,041
                                            ---------    ---------
GROSS PROFIT                                  610,776      972,918
                                            ---------    ---------

OPERATING EXPENSES
 Selling, general and administrative          915,895    1,385,329
 Depreciation                                  45,113       95,968
                                            ---------    ---------
                                              961,008    1,481,297
                                            ---------    ---------
OPERATING LOSS                               (350,232)    (508,379)
                                            ---------    ---------
OTHER INCOME (EXPENSE)
 Interest expense:
    Majority shareholder                     (104,751)    (274,785)
    Other                                    (117,699)    (127,633)
 Rental income, net                           105,936       91,991
 Impairment provision of other assets         (75,377)        --
 Other                                          7,781         --
                                            ---------    ---------
                                             (184,110)    (310,427)
                                            ---------    ---------


NET LOSS                                  $(  534,342) $(  818,806)
                                            =========    =========



BASIC AND DILUTED LOSS PER SHARE                $(.09)       $(.15)
                                                 ====         ====

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, 2006 AND 2005
____________________________________________________________________________


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


Balance at October 1, 2004
   11935308 $5968     --   $--   $ 9851655  $(3854937)  $(3008671)  $2994015


Contributed services by
  Majority shareholders
       --     --      --    --      704000       --          --       704000

Net loss
       --     --      --    --        --      (818806)       --      (818806)
   --------  ----  -------  ---   --------   --------    --------    -------


BALANCE AT SEPTEMBER 30, 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
   ========  ====  =======  ===   ========   ========    ========    =======





See notes to consolidated financial statements.
________________________________________________________________


                   GALLERY OF HISTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005
__________________________________________________________________

                                                   2006           2005
                                                   ----           ----
OPERATING ACTIVITIES
 Net loss                                      $(534,342)     $(818,806)
 Depreciation and amortization                    73,157        124,474
 Contributed services of majority shareholders    33,012        704,000
 (Increase) decrease in:
     Inventory of documents owned                (52,978)       110,692
     Other assets                                 85,568          1,123
 Increase (decrease) in:
     Accounts payable                             48,720        (44,127)
     Accrued and other liabilities                 6,038       (424,488)
                                                --------       --------
Net cash used in operating activities           (340,825)      (347,132)
                                                --------       --------

INVESTING ACTIVITIES
 Purchase of property and equipment                 --           (9,182)
                                                --------       --------

FINANCING ACTIVITIES
 Proceeds from borrowings:
     Majority shareholder                        541,820        383,634
     Other                                       217,000        280,000
 Repayments of borrowings:
     Majority shareholder                         (7,555)        (8,362)
     Other                                      (410,818)      (356,710)
                                                --------       --------
Net cash provided by financing activities        340,447        298,562
                                                --------       --------

NET DECREASE IN CASH                                (378)       (57,752)

CASH, BEGINNING OF YEAR                            2,116         59,868
                                                --------       --------
CASH, END OF YEAR                              $   1,738      $   2,116
                                                ========       ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest       $   223,450      $ 402,757
                                               =========       ========
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          $    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, $75,716 in 2006 and $149,210 in
2005, including all sales material and catalog costs, 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, 2006 and 2005, consists of the
following:
                                             2006         2005
                                             ----         ----
Land                                     $  580,000   $  580,000
Equipment and furniture                     576,526      581,350
Software                                    310,389      437,298
Office building and improvements          1,653,729    1,653,729
                                          ---------    ---------
                                          3,120,644    3,252,377

Less accumulated depreciation            (2,020,263)  (2,078,839)
                                          ---------    ---------
                                         $1,100,381   $1,173,538
                                          =========    =========

Approximately 50% 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:



                                             2006         2005
                                             ----         ----
Office building                          $1,495,751   $1,495,751
Less accumulated depreciation              (991,765)    (937,218)
                                          ---------    ---------
                                         $  503,986   $  558,533
                                          =========    =========



3.	OTHER ASSETS

Other assets at September 30, 2006 and 2005, consist of the following:

                                             2006         2005
                                             ----         ----
Framing materials                          $ 25,000     $101,191
Prepaid expenses                             16,750       25,669
Other                                        12,246       12,704
                                            -------      -------
                                           $ 53,996     $139,564
                                            =======      =======



4.	RELATED PARTY TRANSACTIONS

       Prior to 2005, 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, 2007, with monthly interest payments payable at a rate of 6%
per annum (reduced from 8% as of September 2005).  Interest expense on the
related party advance was $60,833 and $79,333 for fiscal years 2006 and 2005,
respectively.  The Company has also borrowed other amounts, from Mr. Axelrod,
from time to time during the fiscal years 2006 and 2005.  The funds borrowed
had an interest rate of 1.5% above the prime lending rate but was reduced to
3% as of September 1, 2005.  The principal balance of the funds borrowed
totaled $582,556 and $3,280,063 as of September 30, 2006 and September 30,
2005, respectively.  Interest expense on these related party borrowings was
$43,918 and $195,452 during fiscal years 2006 and 2005, 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 preferred stock is
entitled to an annual dividend rate of 3%.  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, 2007 (Note 5).
Mr. and Mrs. Axelrod have deferred receiving salaries since July 2001 to help
the Company with its cash flows needs.  To enable the Company to meet a
NASDAQ listing requirement of maintaining $2,500,000 in equity, the Axelrods
agreed to forgive payment of $704,000 of previously accrued salaries and
related payroll taxes in the fourth quarter of 2005 and $423,684 in the first
quarter of fiscal 2006.  These amounts have been credited to paid-in capital
as contributed services.  Pamela Ring (Axelrod) submitted her resignation as
an officer and director of the Company on December 7, 2005.  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.











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, 2007):


                                                2006          2005
                                                ----          ----
6% advance                                  $1,000,000    $1,000,000

Other advances, interest rate 3%               582,556     3,280,063(a)
                                             ---------     ---------
                                            $1,582,556    $4,280,063
                                             =========     =========

Notes payable, other:
                                                2006          2005
9% Mortgage note payable                        ----          ----
 July 15, 2007, collateralized
 by a building                              $1,170,588    $1,272,987

6.5% auto loan payable in 60 monthly
 installments                                    4,227         7,646

Prime plus 1.5% revolving line of credit
 (up to $100,000) renewing August 2007,
 (9.75% at September 30, 2006),
 collateralized by documents and equipment      12,000       100,000
                                             ---------     ---------
                                            $1,186,815    $1,380,633
                                             =========     =========

(a) The Company converted $3,231,722 of this loan into 1,615,861 non-voting
shares of Series A Convertible Preferred Stock (See Note 4).

The estimated fair value of the Company's debt at September 30, 2006 and 2005,
respectively, was approximately $2,769,371 and $5,660,696, 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:

                      2007            $1,186,235
                      2008             1,583,136
                                       ---------
                      Total           $2,769,371
                                       =========






6.	INCOME TAXES

The following summarizes the components of deferred income taxes at
September 30, 2006 and 2005:

                                            2006          2005
                                            ----          ----
Deferred tax assets
  Net operating losses, net of
   reserves of $716,100 and $539,200    $1,411,708    $1,314,673
  Other                                     32,666       148,782
                                         ---------     ---------
                                         1,444,374     1,463,455
Deferred tax liabilities
  Depreciation                            (104,532)     (123,613)
                                         ---------     ---------
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
                                2006     rate         2005        rate
                                ----     ----         ----        ----
Benefit at statutory rate    (181,700)  (34.0%)   $(278,400)     (34.0%)
Reserve against tax benefit   176,900    33.1%      275,900       33.7%
Other                           4,800      .9%        2,500         .3%
                             --------   -----      --------      -----
Income tax benefit          $    --       -- %    $    --          -- %
                             ========   =====      ========      =====


The entire tax benefit attributable to fiscal years 2006 and 2005 of $176,900
and $275,900 are recognized net of 100% reserves because future realization is
estimated to be less likely than not.

As of September 30, 2006, the Company had federal income tax loss
carryforwards of $6,260,000 available to reduce future tax payment
obligations.  The carryforwards expire from 2009 to 2026.




7.	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 2006 to 2012 with various
renewal options.  Gross rental income for the periods ended September 30, 2006
and 2005 was $189,073 and $177,077, respectively.  Building operating costs,
including primarily depreciation, repairs and maintenance, janitorial,
utilities and property taxes, totaled $83,137 and $85,086 in 2006 and 2005,
respectively.

Future minimum lease payments receivable under non-cancelable operating leases
as of September 30, 2006, excluding contingent amounts applicable to
reimbursable expenses, are as follows:


                          2007           $163,377
                          2008            135,263
                          2009            124,346
                          2010             97,753
                          2011             99,479
                          Thereafter      107,970
                                          -------
                                         $728,188
                                          =======




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, 2006, 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, 2006, 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, 2006, 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 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        57    President and Chairman           1981
                             of the Board of Directors

Rod R. Lynam           58    Treasurer/Assistant              1984
                             Secretary and Director

Dr. Michael Rosenman   45    Director                         2002

Leo Berezan            51    Director                         2004

Roger Schneier         63    Director                         2006

        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.

       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.

       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.

       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.




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, 2006, 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
-----------------------

       In fiscal 2006, the Company's Audit Committee consisted of Mr.
Olnick, Chairman, Dr. Rosenman and Mr. Berezan.  Mr. Olnick resigned
as a director of the Company and as audit committee chairman May 1,
2006.  The Board of Directors in a meeting held May 19, 2006, elected
Mr. Roger Schneier to the Board effective May 22, 2006.  The Board
also appointed Mr. Schneier as a member of the Audit Committee and Mr.
Berezan as Chairman of the Audit Committee.  The Company's Board of
Directors has determined that each member of the Audit Committee is an
"audit committee financial expert" and that each member of the Audit
Committee is an "independent director."




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 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,
2006, 2005, and 2004, 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              2006              $   --(1)    $ -0-
  President and Chief        2005                  --(2)       --(2)
  Executive Officer          2004                  --(2)       --(2)

Pamela R. Axelrod(2)         2006              $   --(2)    $ -0-
  Executive Vice-President   2005                  --(2)       --(2)
                             2004                  --(2)       --(2)

(1)Less than $100,000.  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, which is
   approximately $33,000 per year.
(2)Previously accrued amounts were credited to paid-in capital
   effective September 2005.
All remaining amounts have been accrued but not yet paid.
(3)Pamela Ring (Axelrod) submitted her resignation as an officer
   and director of the Company on December 7, 2005.

       During the three-year period ended September 30, 2006, 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, 2006, 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, 2007.  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, 2006, 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(2)      Beneficial Ownership(1)  of Class
-------   --------------------      -----------------------  --------

 Common    Todd M. Axelrod              4,312,114(3)           81.9%
 Stock

 Common    Rod R. Lynam                       210               (4)
 Stock

           Dr. Michael Rosenman               -0-                --

 Common    Leo Berezan                     35,690               (4)
 Stock

 Common    Roger Schneier                  30,707               1.3%
 Stock

 Common    Gerald Newman                  493,000               8.8%
 Stock     1049 Seminole Drive
           Fort Lauderdale, FL 33304

 Common    All Executive Officers       6,038,775(3)           78.6%
 Stock     and Directors as a
           group (5 persons)

(1)	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 1,615,861 shares of Common Stock issuable upon conversion of
1,615,861 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 2005, 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, 2007, with monthly interest payments payable at a rate of 6%
per annum (reduced from 8% as of September 2005).  Interest expense on the
related party advance was $60,833 and $79,333 for fiscal years 2006 and 2005,
respectively.  The Company has also borrowed other amounts, from Mr. Axelrod,
from time to time during the fiscal years 2006 and 2005.  The funds borrowed
had an interest rate of 1.5% above the prime lending rate but was reduced to
3% as of September 1, 2005.  The principal balance of the funds borrowed
totaled $582,556 and $3,280,063 as of September 30, 2006 and September 30,
2005, respectively.  Interest expense on these related party borrowings was
$43,918 and $195,452 during fiscal years 2006 and 2005, 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 preferred stock is
entitled to an annual dividend rate of 3%.  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, 2007 (Note 5).
Mr. Axelrod has deferred receiving salaries since July 2001 to help the
Company with its cash flows needs.  To enable the Company to meet a NASDAQ
listing requirement of maintaining $2,500,000 in equity, previously accrued
salaries and related payroll taxes were forgiven in the amount of $704,000 of
in the fourth quarter of 2005 and $423,684 in the first quarter of fiscal 2006.
These amounts have been credited to paid-in capital as contributed services.
Pamela Ring (Axelrod) submitted her resignation as an officer and director of
the Company on December 7, 2005.  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, which is approximately $33,000 per year.





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, 2006 and 2005
including the reviews of the unaudited interim financial statements of
the Company's Form 10-QSB.


                                      2006(1)              2005
                                      -------              ----
Audit Fees (2)                        $37,400            $34,101
Audit-Related Fees                          0                  0
Tax Fees (3)                            2,950              4,662
All other fees                              0                  0

       (1) Total audit and tax fees for fiscal 2006 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.

       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 28, 2006
                                         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 28, 2006
--------------------     Chairman of the
Todd M. Axelrod          Board of Directors
                         (Principal Executive Officer)


/s/ Rod Lynam            Treasurer/Assistant         December 28, 2006
--------------------     Secretary and Director
Rod Lynam                (Principal Financial and
                         Accounting Officer)


/s/ Michael Rosenman     Director                    December 28, 2006
--------------------
Michael Rosenman

/s/ Leo Berezan          Director                    December 28, 2006
---------------
Les Berezan

/s/ Roger Schneier       Director                    December 28, 2006
------------------
Roger Schneier