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, 2005

[  ] 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 Specified in Its Charter)

          Nevada                                               88-0176525
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification No.)

3601 West Sahara Avenue, Las Vegas, Nevada                     89102-5822
 (Address of principal executive offices)                      (Zip Code)

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

Securities registered under
 Section 12(b) of the Act:
    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 (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.  [  ]

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:   $1,120,959

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, 2005
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 10, 2005.

                     DOCUMENTS INCORPORATED BY REFERENCE
None

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 its
headquarters in Las Vegas, Nevada.  However, documents are largely
sold through sales conducted over the Company's websites.

       The Company's marketing efforts principally target individuals
who have appreciated or collected antiques, paintings, lithographs,
and other works of art or other collectibles, but not necessarily
historical documents, and who may lack awareness of the availability
of historical documents for purchase.  All of the documents are
preserved by utilizing museum quality encapsulation materials,
mattings and protective coverings that are characteristically acid-
free, and by other steps taken to ensure the longevity of the documents.

       The Company also sells a book entitled The Handbook of Historical
Documents - A Guide to Owning History authored by Todd M. Axelrod, the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




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private collectors, dealers in historical documents, estates and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

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




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

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




Competition
-----------
       The Company does not regard the business of marketing historical
documents as a definable industry.  There are a great number of
dealers of historical documents, of which many are only part-time
operators.  The Company competes primarily with art galleries, antique
stores and sellers of other collectible items, as well as dealers in
historical documents.

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

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

       In the event prices for historical documents increase materially,
the Company's ability to acquire documents, and, in turn, its ability
to market such newly acquired documents to the general public, may be
adversely affected.  However, if prices for historical documents
significantly increase, the resale/wholesale value of the Company's
approximate 182,000 document inventory would be positively affected.
The Company, on a limited basis, accepts consignments for its
internally promoted and managed auctions.  To the extent the Company
is successful in attracting consignments, it would be positively
impacted by this higher price scenario because the Company receives a
commission from both the buyer and consignor which is based upon a
percent of the "hammer" or selling price.

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




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




Employees
---------
       As of December 1, 2005, the Company had six full-time, one part-
time and three contracted employees, in addition to its four executive
officers.




Item 2. Properties
        ----------
       The Company owns a building located at 3601 West Sahara Avenue,
Las Vegas, Nevada where its executive offices and framing operations
are located.  The building contains approximately 33,187 square feet
of net leasable space of which the Company currently occupies 18,913
square feet and leases or is offering to lease the remaining space to
others.  As of December 1, 2005, 10,735 square feet was being leased
to six tenants for an aggregate monthly rental of $15,313 under leases
expiring at varying times from July 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 23, 2005, the Company held its annual meeting of
shareholders for the following purposes:  (1) to elect six Directors to
serve until the next annual meeting of shareholders; and (2) to approve
the appointment of Piercy, Bowler, Taylor & Kern, Certified Public
Accountants and Business Advisors, a professional corporation (PBTK), as the
Company's independent auditors for the fiscal year ending September 30, 2005.

       At the Meeting the following Directors were elected:

                            VOTES CAST FOR            WITHHELD
       NOMINEES                ELECTION              AUTHORITY
       --------                --------              ---------
Todd M. Axelrod               5,519,601                67,888
Rod Lynam                     5,520,601                66,888
Pamela Axelrod                5,532,565                54,924
Michael Rosenman              5,574,523                12,966
Glen Olnick                   5,574,470                13,019
Leo Berezan                   5,574,523                12,966

       Voting for the appointment of Piercy, Bowler, Taylor & Kern as the
Company's independent auditors, 5,587,349 shares were in favor, 0 against
and 140 abstain.




                                   PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
        --------------------------------------------------------------------
       (a)(1)(2)  The Company's Common Stock, par value $.0005, is quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") Small-Cap Market under the symbol HIST.  According to the records
of our transfer agent and ADP Investor Communications Services, as of
October 20, 2005 there were approximately 346 holders of record and
beneficial owners of the Company's Common Stock.  The following table sets
forth the high and low sale price for the Company's Common Stock for the
periods indicated as reported on NASDAQ.

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

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



(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, 2005.

(b)    Not applicable.

(c)    None.


       	On August 18, 2005, The Nasdaq Stock Market informed the
Company that the Staff of The Nasdaq Stock Market was reviewing the
Company's eligibility for continued listing on The Nasdaq SmallCap
Market.  The Company did not have a minimum of $2,500,000 in
stockholders' equity, $35,000,000 market value of listed securities or
$500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently
completed fiscal years.  In fact, the Company's stockholders equity
was $2,361,681 as of the quarter ended June 30, 2005, the market value
of its common stock was $9,676,692 as of August 1, 2005 and the
Company reported losses from operations for the years ended September
30, 2004, 2003 and 2002.  On September 7, 2005 the Company submitted a
plan to The Nasdaq Stock Market detailing how the Company would attain
and maintain compliance with the listing requirements for The Nasdaq
SmallCap Market.

        The Nasdaq Stock Market approved the Company's plan on
September 20, 2005.  Pursuant to the plan, Todd Axelrod, President of
the Company, waived $564,000 of accrued but unpaid salary and Pamela
Axelrod waived $140,000 of accrued but unpaid salary.  Such waivers
resulted in an immediate increase in stockholders equity of $704,000.
The Company believes that it has regained compliance with the
$2,500,000 stockholders equity requirement.  Also, the Company intends
to call a special meeting in which shareholders will be asked to
approve a transaction in which $3,231,722 of indebtedness would be
exchanged for a new series of preferred stock, thereby resulting in a
further increase in stockholders equity of $3,231,722.  The Company
has scheduled a shareholders meeting to be held January 20, 2006.

       	The Nasdaq Stock Market has informed the Company that it
will continue to monitor the Company's ongoing compliance with the
stockholders equity requirement and, if at the time the Company files
its Form 10-K for the fiscal year ended September 30, 2005, the
Company does not evidence compliance, it may be subject to delisting.










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

Forward Looking Statements
--------------------------
       In addition to historical information, this Annual Report on Form
10-KSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to the
Company's future operations and prospects, including statements that
are based on current projections and expectations about the markets in
which the Company operates, and management's beliefs concerning future
performance and capital requirements based upon current available
information.  Such statements are based on management's beliefs as
well as assumptions made by and information currently available to
management.  When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", and similar expressions are
intended to identify forward looking statements.  Actual results could
differ materially from management's current expectations.  For
example, there can be no assurance that additional capital will not be
required or that additional capital, if required, will be available on
reasonable terms, if at all, at such times and in such amounts as may
be needed by the Company.





Liquidity and Capital Resources
-------------------------------
       The unique characteristic of some documents owned may become more
rare with their current market value rising significantly over time.
In many instances the Company has a supply of similar documents that,
if marketed simultaneously, may negatively impact market value.  As a
result, managing the rarity of certain types or categories of
documents through the judicious marketing of only a selection of
documents available in the Company's inventory is an important element
of the Company's business.  This element is one of the reasons that
the Company has accumulated and maintains a supply of documents that
is significantly greater than it intends to sell in a year or even
aggressively market.

       The Company has a bank line of credit in the amount of $100,000
through August 2006.  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, 2005, there was $100,000 drawn
against this line of credit.  The Company's term mortgage note was
renewed in July 2002 in the amount of $1,541,389 and has a 9% interest
rate and a maturity date of July 15, 2007.  The note is collateralized
by the Company's building.  Prior to fiscal 2001, the Company borrowed
$1,000,000 from its majority shareholder and president, Todd Axelrod.
The amount is due on demand but not earlier than November 1, 2006,
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 2005 and 2004.  The
funds borrowed had an interest rate the same as Mr. Axelrod paid on
his personal bank line of credit; however, this interest rate was
reduced to 3% as of September 1, 2005.  The balance of the funds
borrowed was $3,280,063 as of September 30, 2005.  The funds were used
to supplement operating activities.  The Company is currently
proposing to its shareholders that $3,231,722 of this loan be
converted into 1,615,861 non-voting shares of Series A Convertible
Preferred Stock.  A vote of shareholders is scheduled for January 20, 2006.

       The Company believes that its current cash requirements will be
met by appropriately managing the timing and volume of new document
acquisitions and availability for sale, generating revenues from its
operations, drawing amounts available under its existing line of
credit facility, seeking additional borrowings or advances against its
documents inventory and borrowing amounts from Mr. Axelrod as
required. Mr. Axelrod has, to the extent reasonable based upon his
ability to do so, committed to continue funding or guarantee
additional debt, should it be required.  Mr. Axelrod has also agreed
not to demand payment on amounts the Company has borrowed and, if
necessary, defer his right to receive interest payments through at
least November 1, 2006.

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

       The Company is continuing to improve operating results by taking
steps to increase sales through its direct purchase website, its
highest margin distribution channel.  To achieve its strategies, the
Company continues to increase inventory available on the internet,
intensify marketing strategies for attracting qualified visitors which
will increase their traffic and to continue enhancements of the ease-
of-use features at our websites.  With a market potential that is
world-wide, and unlimited in terms of inventory exposure, the Company
has seen steady increases in the revenue produced through this outlet.
Currently, the website had been materially enlarged to include
approximately 35,000 document choices spread over an expanded list of
categories and historical genres.  Further, owing to the size and
diversity of its inventory, management feels the Company is uniquely
positioned to favorably compete with any, and all, firms offering
similar products.  Equally important is the fact that with no
limitations, or added costs for the development of this outlet, the
Company could, in time, add most of its available inventory to this
outlet, thus providing a global audience with a diversity of choice
unparalleled in our industry.  The Company also continues its
investigation of productive links with other organizations, thus
expanding its market through cooperative alliances with firms and/or
institutions whose audiences are understood to possess potential as
document buyers.

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




Critical Accounting Policies and Practices
------------------------------------------

Revenues
--------
       The Company recognizes revenues from document sales when title
passes to the customer upon shipment.  Typically, shipment does not
occur until payment has been received.  The Company's distribution
channels consists of its direct purchase websites, its internally
promoted and managed auctions and other internet avenues.  For each
item sold through the Company's internal auctions, a 15% premium
(processing fee) is charged plus a commission on any consigned sales.
Shipping and handling costs and related customer charges are not
significant.


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 2005 Compared to Fiscal 2004
-----------------------------------
       The Company had a decrease of 1.5% in net revenues comparing the
fiscal year ended September 30, 2005, to the fiscal year ended
September 30, 2004.  For the last several internal auctions conducted, the
Company has presented its catalog on the internet rather than incurring the
costs of printing and mailing a catalog.  This resulted in a 54% reduction
in costs, which represented 6% of net revenues for fiscal 2005 compared to
12% of net revenues for 2004.  However, revenues generated from the Company's
auctions decreased 32% to 26% of total revenues in fiscal 2005 compared to
37% of total revenues generated in 2004.  Revenues generated from the
Company's websites decreased 17% to 40% of total revenues in fiscal 2005
compared to 48% of total revenues for fiscal 2004.  Competition continues to
be a factor as more and more similar material is presented for sale on the
internet.  The Company has increased its involvement with eBay, participating
in eBay auctions and establishing an eBay Store.  Revenues generated through
eBay increased to 13% of total revenues for fiscal 2005 compared to 5% of
total revenues for 2004.  The Company had one session with an outside auction
house this fiscal year that amounted to 4% of total revenues for the year.
The remaining 17% of revenues for fiscal 2005 came from its headquarters
office.  The revenues generated at its headquarters increased 68% compared to
the previous fiscal year as a result of some sales to established customers
in 2005.

       Cost of revenues is comprised of the actual document cost.  The cost
of shipping and handling charges and related customer charges are not
significant.  The Company is maintaining its margins due to its pricing
structure.  The cost of revenues remained constant at 13% of net revenues
for fiscal 2005 and 14% of net revenues for fiscal 2004.

       The Company's principal stockholders, 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, 2005.  This amount has been credited to paid-in capital as
contributed services.

       Total operating expenses decreased 10% comparing fiscal 2005 to 2004.
Comparing the two years, selling, general and administrative expenses
decreased 8%.  The Company realized a 54% decrease in catalog cost as
discussed above.  General insurance premiums decreased 37% due to a more
accurate coverage of its inventory exposure.  In addition to the relinquished
salaries discussed in the previous paragraph, the Axelrods have also agreed
to forgive the accrual of future salaries starting September 1, 2005.
Salaries for the fiscal year decreased 8% compared to fiscal 2004.  Increases
in the Company's operating expenses were incurred in advertising,
professional fees and medical insurance premiums.  Advertising was increased
through the internet during the current fiscal year.  General medical
insurance premiums increased 10% comparing the fiscal years.  Professional
fees increased due to increased fees related to the Company's securities
attorney.

       Included in selling, general and administrative expenses is 50% of
the operating cost to maintain the headquarters building.  This percentage
is the ratio that the square footage occupied by the Company's headquarters
operation bears to the total leasable space of the building.  The remaining
building operating expenses plus the rental revenues realized are offset and
included net in other income and expense.  This amounted to approximately
$92,000 operating profit for fiscal 2005 as compared to approximately $70,000
operating profit for fiscal 2004.  Rental revenues increased 19% comparing
the fiscal years due to increased lease footage and increased rates.













Item 7. Financial Statements.





                              TABLE OF CONTENTS
                              -----------------




                                                                    PAGE
                                                                    ----



Report of Independent Registered Public
     Accounting Firm                                                 12



Consolidated Balance Sheets - September 30,
     2005 and 2004                                                   13



Consolidated Statements of Operations for the
     years ended September 30, 2005 and 2004                         14



Consolidated Statements of Stockholders'
     Equity for the years ended September 30,
     2005 and 2004                                                   15



Consolidated Statements of Cash Flows for the
     years ended September 30, 2005 and 2004                         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, 2005 and 2004, 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, 2005 and 2004, and
the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted
in the United States.





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




Las Vegas, Nevada
November 28, 2005




GALLERY OF HISTORY, INC. AND SUBSIDIARIES
_________________________________________

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2005 AND 2004
_____________________________________________________________________________

                                               2005         2004
                                               ____         ____
         ASSETS

Cash                                       $    2,116   $   59,868
Inventory of documents owned                6,451,310    6,562,002
Deferred tax assets                         1,339,842    1,339,842
Property and equipment, net                 1,173,538    1,288,830
Other assets                                  139,564      140,687
                                            ---------    ---------
                                           $9,106,370   $9,391,229
                                            =========    =========



       LIABILITIES

Accounts payable                           $   51,373   $   95,500
Advances and notes payable:
  Majority shareholder                      4,280,063    3,904,791
  Other                                     1,380,633    1,457,343
Accrued salaries due to
  majority shareholder                        423,684      802,101
Other liabilities and accruals                 91,408      137,479
                                            ---------    ---------
                                            6,227,161    6,397,214
                                            ---------    ---------


   STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  authorized, 20,000,000 shares;
  11,935,308 shares issued                      5,968        5,968
Additional paid-in-capital                 10,555,655    9,851,655
Accumulated deficit                        (4,673,743)  (3,854,937)
Common stock in treasury,
  6,309,324 shares, at cost                (3,008,671)  (3,008,671)
                                            ---------    ---------
                                            2,879,209    2,994,015
                                            ---------    ---------
                                           $9,106,370   $9,391,229
                                            =========    =========




See notes to consolidated financial statements.
_____________________________________________________________________________






GALLERY OF HISTORY, INC. AND SUBSIDIARIES
_________________________________________

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
_____________________________________________________________________________

                                               2005         2004
                                               ____         ____

REVENUES                                   $1,120,959   $1,138,553

COST OF REVENUES                              148,041      160,851
                                            ---------    ---------
GROSS PROFIT                                  972,918      977,702
                                            ---------    ---------
OPERATING EXPENSES
 Selling, general and administrative        1,385,329    1,498,871
 Depreciation                                  95,968      150,880
                                            ---------    ---------
                                            1,481,297    1,649,751
                                            ---------    ---------

OPERATING LOSS                               (508,379)    (672,049)
                                            ---------    ---------
OTHER INCOME (EXPENSE)
 Interest expense:
    Majority shareholder                     (274,785)    (206,832)
    Other                                    (127,633)    (135,393)
 Rental income, net                            91,991       69,553
 Other                                           --            252
                                            ---------    ---------
                                             (310,427)    (272,420)
                                            ---------    ---------

NET LOSS BEFORE INCOME TAX BENEFIT           (818,806)    (944,469)

INCOME TAX BENEFIT                               --         77,023
                                            ---------    ---------

NET LOSS                                   $( 818,806)  $( 867,446)
                                            =========    =========





BASIC AND DILUTED LOSS PER SHARE                $(.15)       $(.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, 2005 AND 2004
_____________________________________________________________________________


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


Balance at October 1, 2003

      11,935,308  $5,968   $ 9,851,655  $(2,987,491)  $(3,008,671)  $3,861,461

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


BALANCE AT SEPTEMBER 30, 2004

      11,935,308   5,968     9,851,655   (3,854,937)   (3,008,671)   2,994,015

Contributed services by
  Majority shareholders
            --      --         704,000         --            --        704,000

Net loss    --      --            --       (818,806)         --       (818,806)
      ----------   -----    ----------   ----------    ----------    ---------


BALANCE AT SEPTEMBER 30, 2005

      11,935,308  $5,968   $10,555,655  $(4,673,743)  $(3,008,671)  $2,879,209
      ==========   =====    ==========   ==========    ==========    =========










See notes to consolidated financial statements.
_____________________________________________________________________________




GALLERY OF HISTORY, INC. AND SUBSIDIARIES
_________________________________________

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004
_____________________________________________________________________________

                                                  2005           2004
                                                  ____           ____
OPERATING ACTIVITIES
Net loss                                      $(818,806)     $(867,446)
Depreciation and amortization                   124,474        180,236
Contributed services of majority shareholders   704,000           --
Net gain on disposal of property                   --              (49)
(Increase) decrease in:
    Deferred tax assets                            --          (77,023)
    Inventory of documents owned                110,692       (258,296)
    Other assets                                  1,123         15,603
Increase (decrease) in:
    Accounts payable                            (44,127)        55,376
    Accrued and other liabilities              (424,488)       354,545
                                               --------       --------
Net cash used in operating activities         $(347,132)     $(597,054)
                                               --------       --------

INVESTING ACTIVITIES
Proceeds on disposal of property                   --              518
Purchase of property and equipment               (9,182)        (4,036)
                                               --------       --------
Net cash used in investing activities            (9,182)        (3,518)
                                               --------       --------

FINANCING ACTIVITIES
Proceeds from borrowings:
    Majority shareholder                        383,634        760,501
    Other                                       280,000        182,500
Repayments of borrowings:
    Majority shareholder                         (8,362)       (14,065)
    Other                                      (356,710)      (270,030)
                                               --------       --------
Net cash provided by financing activities       298,562        658,406
                                               --------       --------

NET INCREASE (DECREASE) IN CASH                 (57,752)        57,834

CASH, BEGINNING OF YEAR                          59,868          2,034
                                               --------       --------
CASH, END OF YEAR                             $   2,116      $  59,868
                                               ========       ========


SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest        $ 402,757      $ 342,496
                                               ========       ========



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 7) are subject to material changes within the next year.

Revenues - The Company recognizes revenues from document sales when title
passes to the customer upon shipment.  Shipping and handling costs and
related customer charges are not significant.

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

Because of wide variations in the time between purchase and sale of many of
such documents, it has been impractical for the Company to define its
operating cycle and, as a result, presents its balance sheet on an
unclassified basis.

The company accounts for changes in the cost of documents owned as an
adjustment to arrive at cash flows from operating activities.


Property and Equipment - Property and equipment (Note 2) are stated at cost.
Depreciation of property and equipment 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, $149,210 in 2005 and $218,080 in 2004,
including all sales material and catalog costs, are generally expensed as
incurred and are included in general, selling and administrative expenses.
Advertising costs exclude website maintenance costs.

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, 2005 and 2004, consists of the
following:                                   2005         2004
                                             ----         ----
Land                                     $  580,000   $  580,000
Equipment and furniture                     581,350      599,313
Software                                    437,298      440,796
Office building and improvements          1,653,729    1,653,729
                                          ---------    ---------
                                          3,252,377    3,273,838

Less accumulated depreciation            (2,078,839)  (1,985,008)
                                          ---------    ---------
                                         $1,173,538   $1,288,830
                                          =========    =========

Approximately 50% of the Company's office building is leased or is available
to lease to tenants (Note 8).  Property and equipment identifiable with the
rental operation and the Company's use is as follows:
                                             2005         2004
                                             ----         ----
Office building                          $1,495,751   $1,495,751
Less accumulated depreciation              (937,218)    (882,145)
                                          ---------    ---------
                                         $  558,533   $  613,606
                                          =========    =========


3.	OTHER ASSETS

Other assets at September 30, 2005 and 2004, consist of the following:
                                             2005         2004
                                             ----         ----
Framing materials                          $101,191     $102,323
Prepaid expenses                             25,669       24,316
Other                                        12,704       14,048
                                            -------      -------
                                           $139,564     $140,687
                                            =======      =======



4.	RELATED PARTY TRANSACTIONS

       Prior to 2003, the Company borrowed $1,000,000 from its principal
officer/stockholder, Todd Axelrod, to repay bank debt.  The advance is due on
demand but not prior to November 1, 2006, with monthly interest payments.  The
rate had been 8% but was reduced to 6% as of September 1, 2005.  Interest
expense on the related party advance was $79,333 and $81,333 for fiscal years
2005 and 2004, respectively.  The Company has also borrowed other amounts,
from Mr. Axelrod, from time to time during the fiscal year 2005 and 2004.
These other borrowings had an interest rate of 1.5% above the prime lending
rate but were reduced to 3% as of September 1, 2005, and totaled $3,280,063
and $2,904,791 as of September 30, 2005 and September 30, 2004, respectively.
Interest expense on these related party borrowings were $195,452 and $125,499
during fiscal years 2005 and 2004, respectively.  The funds were used to
supplement cash flows from operating activities.  The Company is  currently
proposing to its shareholders that $3,231,722 of this loan be converted into
1,615,861 non-voting shares of Series A Convertible Preferred Stock.  A vote
of shareholders is scheduled for January 20, 2006.  Mr. Axelrod has, to the
extent of his reasonable ability to do so, committed to continue funding or
guarantee additional debt, should it be required.  Mr. Axelrod has agreed not
to demand payment on any amounts the Company has borrowed and, if necessary,
defer his right to receive interest payments through at least November 1, 2006
(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, 2005.  This amount has been
credited to paid-in capital as contributed services.  They have also agreed,
as of September 1, 2005, to forgo future salaries.  Pamela Axelrod submitted
her resignation as an officer and director of the Company on December 7, 2005.



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 November 1, 2006):
                                                  2005          2004
                                                  ----          ----
6% advance                                    $1,000,000    $1,000,000
Other advances, interest rate 3% **            3,280,063     2,904,791
                                               ---------     ---------
                                              $4,280,063    $3,904,791
                                               =========     =========
Notes payable, other:
                                                  2005          2004
                                                  ----          ----
9% Mortgage note payable July 15, 2007,
  collateralized by a building                $1,272,987    $1,366,493
6.5% auto loan payable in 60 monthly
 installments                                      7,646        10,850
Prime plus 1.5% revolving line of credit
 (up to $100,000) renewing August 2006,
 (8.25% at September 30, 2005),
 collateralized by documents and equipment       100,000        80,000
                                               ---------     ---------
                                              $1,380,633    $1,457,343
                                               =========     =========

**The Company is proposing to its shareholders that $3,231,722 of this loan be
converted 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, 2005 and 2004,
respectively, was approximately $5,660,696 and $5,362,134, 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:
                        2006            $  207,254
                        2007             5,452,862
                        2008                   580
                                         ---------
                        Total           $5,660,696
                                         =========



6.	INCOME TAXES

The following summarizes the components of deferred income taxes at September
30, 2005 and 2004:
                                           2005          2004
                                           ----          ----
Deferred tax assets
  Net operating losses, net of reserves
  of $539,189 and $241,354              $1,314,673    $1,235,040
  Other                                    148,782       282,925
                                         ---------     ---------
                                         1,463,455     1,517,965
Deferred tax liabilities
  Depreciation                            (123,613)     (178,123)
                                         ---------     ---------
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 is:
                                           Tax                    Tax
                                  2005    rate         2004      rate
                                  ----    ----         ----      ----
Benefit at statutory rate     $(278,394)  (34%)    $(321,119)    (34%)
Reserve against tax benefit     297,835    36%       241,354      26%
Other                           (19,441)   (2%)        2,562       0%
                               --------   ----      --------     ----
Income tax benefit            $    --       -%     $ (77,023)    ( 8%)
                               ========   ====      ========     ====

The entire tax benefit attributable to fiscal year 2005 of $397,835 is
recognized net of a 100% reserve because its future realization is more
likely than not.

As of September 30, 2005, the Company had federal income tax loss carryforwards
available to reduce future tax payment obligations of approximately $5,450,000
and expiring from 2009 to 2025.



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 2005 to 2012 with
various renewal options.  Gross rental income for the periods ended September
30, 2005 and 2004 was $177,077 and $148,851, respectively.  Building
operating costs, including primarily depreciation, repairs and maintenance,
janitorial, utilities and property taxes, totaled $85,086 and $79,299 in 2005
and 2004, respectively.


Future minimum lease payments receivable under non-cancelable operating leases
as of September 30, 2005, excluding contingent amounts applicable to
reimbursable expenses, are as follows:

                        2006               $ 156,300
                        2007                 108,828
                        2008                  95,907
                        2009                  97,599
                        2010                  97,753
                        Thereafter           207,449
                                            --------
                                           $ 763,836
                                            ========



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



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

       Gallery of History, Inc. maintains disclosure controls and procedures
designed to ensure that it is able to timely collect the information it is
required to disclose in the reports it files with the Securities and Exchange
Commission.  As of September 30, 2005, Gallery of History carried out an
evaluation of the effectiveness of the design and operation of Gallery of
History's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15.  The evaluation was conducted under the supervision of, and with the
participation of Gallery of History's management including Gallery of
History's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").
Based upon that evaluation, Gallery of History's CEO and CFO concluded that,
as of September 30, 2005, Gallery of History's disclosure controls and
procedures are effective in timely alerting them to information relating to
Gallery of History (including its consolidated subsidiaries) required to be
included in Gallery of History's periodic filings with the Securities and
Exchange Commission.

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

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


Item 8b.  Other Information - None.





                                    PART III
                                    ________

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

Directors, Executive Officers and Significant Employees
-------------------------------------------------------
       Set forth below are the present directors, executive officers and any
significant employees of the Company.  Note that there are no other persons
who have been nominated or chosen to become directors nor are there any other
persons who have been chosen to become executive officers.  Directors are
elected until the next annual meeting of shareholders and until their
successors are duly elected and qualified.  Officers are elected for terms of
one year, or until their successors are duly elected and qualified or until
terminated by the action of the Board of Directors.
                                                          Has Served
                                                          as Director
                             Position(s) with             Continuously
Name                   Age   the Company                     Since
----                   ---   ----------------                -----
Todd M. Axelrod        56    President and Chairman           1981
                             of the Board of Directors

Rod R. Lynam           57    Treasurer/Assistant              1984
                             Secretary and Director

Dr. Michael Rosenman   44    Director                         2002

Glenn Olnick           59    Director                         2003

Leo Berezan            50    Director                         2004

        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.

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

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




Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
       Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership
of Common Stock of the Company.  Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

       To the Company's knowledge, during the fiscal year ended September 30,
2005, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with,
with the following exceptions:  On July 7, 2005 a Form 5 was filed on behalf
of Glenn Olnick disclosing his wife's ownership of 31,400 of shares of the
Company's common stock when Mr. Olnick became a director of the Company and
two subsequent sales by his wife of 400 shares in October 2004 and 293 shares
in November 2004.  In addition, Form 5 was filed on behalf of Leo Berezan
disclosing his ownership of 35,690 shares of the Company's common stock.  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 2005, the Company's Audit Committee consisted of Mr. Olnick,
Chairman, Dr. Rosenman and Mr. Berezan.  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, 2005, 2004,
and 2003, 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              2005              $   --(1)    $  --(1)
  President and Chief        2004                  --(1)       --(1)
  Executive Officer          2003                  --(1)       --(1)

Pamela R. Axelrod(2)         2005              $139,124     $ 5,153
  Executive Vice-President   2004               139,124        --(1)
                             2003               127,532        --(1)

(1)Previously accrued amounts were credited to paid-in capital
   effective September 2005.
   All remaining amounts have been accrued but not yet paid.
(2)Pamela Axelrod submitted her resignation as an officer and director
   of the Company on December 7, 2005.


       During the three-year period ended September 30, 2005, 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, 2005, 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, 2006.  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, 2005, 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         Beneficial Ownership(1)  of Class
--------  -------------------       -----------------------  --------
 Common    Todd M. Axelrod(2)           4,312,114(3)(5)        76.7%
 Stock

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

 Common    Pamela Axelrod(2)            4,312,114(3)(5)        76.7%
 Stock

           Dr. Michael Rosenman(2)            -0-                --

 Common    Glenn Olnick(2)                 30,707(6)            (4)
 Stock

 Common    Leo Berezan(2)                  35,690               (4)
 Stock

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

 Common    All Executive Officers       4,378,721              77.8%
 Stock     and Directors as a
           group (5 persons)

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

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

(3)	Includes 2,059,022 shares of Common Stock owned of record and
beneficially by Pamela Axelrod, Mr. Axelrod's wife, for which Mr. Axelrod had
been appointed proxy (as discussed in Note (5) below).  Pursuant to a Decree
of Divorce, Mrs. Axelrod transferred ownership of such 2,059,022 shares of
Common Stock to Mr. Axelrod December 9, 2005.  Excludes 204 shares of Common
Stock owned of record and beneficially by Ruth Canvasser, Mr. Axelrod's
mother, as to which Mr. Axelrod disclaim beneficial ownership.

(4)	Less than 1%.

(5)	Pamela Axelrod had appointed Todd Axelrod her proxy with full power of
substitution, to vote all of her 2,059,022 shares and to give all consents on
all matters that Mrs. Axelrod was entitled to vote or consent to at any
meeting of the stockholders of the Company or under any other circumstance
where a vote or consent of stockholders was required.  Pursuant to a Decree of
Divorce, Mrs. Axelrod transferred ownership of such 2,059,022 shares of Common
Stock to Mr. Axelrod on December 9, 2005.  Includes 2,253,092 shares held by
Todd Axelrod, as to which Pamela Axelrod disclaims beneficial ownership (see
Note (3) above).

(6)	Includes 30,707 shares of Common Stock owned of record and benefically
by Mr. Olnick's wife.

       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 2004, the Company borrowed $1,000,000 from its principal
officer/stockholder, Todd Axelrod, to repay bank debt.  The advance is due on
demand but not earlier than November 1, 2006, with monthly interest payments.
The rate had been 8% but was reduced to 6% as of September 1, 2005.  Interest
expense on this related party advance was $79,333 and $81,333 for fiscal years
2005 and 2004, respectively.  The Company has also borrowed other amounts from
Mr. Axelrod, from time to time during the fiscal year 2005 and 2004.  These
other advances had an interest rate of 1.5% above the prime lending rate but
were reduced to 3% as of September 1, 2005 and totaled $3,280,063 and
$2,904,791 as of September 30, 2005 and September 30, 2004, respectively.
Interest expense on these other related party borrowings were $195,452 and
$125,499 during fiscal years 2005 and 2004, respectively.  The funds were used
to supplement cash flows from operating activities.  The Company is currently
proposing to its shareholders that $3,231,722 of this loan be converted into
1,615,861 non-voting shares of Series A Convertible Preferred Stock.  A vote
of shareholders is scheduled for January 20, 2006.  Todd and Pamela 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, Todd and Pamela Axelrod agreed to forgive
payment of $704,000 of previously accrued salaries and related payroll taxes in
the fourth quarter, 2005.  This amount has been credited to paid-in capital as
contributed services.  They have also agreed, as of September 1, 2005, to
forgo future salaries.  Pamela Axelrod submitted her resignation as an officer
and director of the Company on December 7, 2005.



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 list the aggregate fees billed for
professional services rendered for the audit of the Company's annual
financial statements for the years ended September 30, 2005 and 2004
including the reviews of the unaudited interim financial statements of
the Company's Form 10-QSB.



                                     2005(1)       2004
                                     ------        ----

            Audit Fees (2)          $24,500      $23,837
            Audit-Related Fees            0            0
            Tax Fees (3)              2,750        2,239
            All other fees                0            0


       (1) Total audit and tax fees for fiscal 2005 have not yet been
billed to the Company.

       (2) Audit fees consist of services rendered to the Company for
the audit of the Company's annual financial statements, reviews of the
Company's quarterly financial statements and related services.

       (3) Tax fees consist of tax compliance and related tax services.


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















                                    SIGNATURES
                                    ----------




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


Dated: December 28, 2005


                                         GALLERY OF HISTORY, INC.

                                         By: /s/ Todd M. Axelrod
                                            ____________________

                                            Todd M. Axelrod,
                                            Chairman and President


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


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

/s/ Todd M. Axelrod      President and               December 28, 2005
--------------------     Chairman of the
Todd M. Axelrod          Board of Directors
                         (Principal Executive Officer)


/s/ Rod Lynam            Treasurer/Assistant         December 28, 2005
--------------------     Secretary and Director
Rod Lynam                (Principal Financial and
                         Accounting Officer)


/s/ Michael Rosenman     Director                    December 28, 2005
--------------------
Michael Rosenman


/s/ Glenn Olnick         Director                    December 28, 2005
--------------------
Glenn Olnick

/s/ Leo Berezan          Director                    December 28, 2005
--------------------
Leo Berezan