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



                                 FORM 10-QSB




    [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
                 For the quarterly period ended   June 30, 2005


   [ ]  TRANSITION REPORT PURSUANT TO 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.
        (Exact Name of Small Business Issuer as 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:   (702) 364-1000



Check whether the issuer (1) filed all reports required 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


The Registrant had 5,625,984 shares of Common Stock, par value $.0005,
outstanding as of August 1, 2005.




                   Part 1  -  FINANCIAL INFORMATION

             GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
                     CONSOLIDATED  BALANCE  SHEETS
______________________________________________________________________
                                           JUNE 30,      SEPTEMBER 30,
                                             2005            2004
                                         (Unaudited)
                                          ---------       ----------

               ASSETS
Cash                                     $    52,445     $    59,868
Inventory of documents                     6,486,789       6,562,002
Deferred tax assets                        1,339,842       1,339,842
Property and equipment, net                1,192,396       1,288,830
Other assets                                 142,583         140,687
                                          ----------      ----------
TOTAL ASSETS                             $ 9,214,055     $ 9,391,229
                                          ==========      ==========




            LIABILITIES
Accounts payable                         $    46,812     $    95,500
Notes payable:
  Majority stockholder                     4,231,791       3,904,791
  Other                                    1,405,393       1,457,343
Accrued salaries due to
  majority shareholder                     1,071,814         802,101
Other liabilities and accruals                96,564         137,479
                                          ----------      ----------
TOTAL LIABILITIES                          6,852,374       6,397,214
                                          ----------      ----------


        STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
  20,000,000 shares authorized;
  11,935,308 shares issued                     5,968           5,968
Additional paid-in-capital                 9,851,655       9,851,655
Deficit                                   (4,487,271)     (3,854,937)
Common stock in treasury,
  6,309,324 shares, at cost               (3,008,671)     (3,008,671)
                                          ----------      ----------
TOTAL STOCKHOLDERS' EQUITY                 2,361,681       2,994,015
                                          ----------      ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                   $ 9,214,055     $ 9,391,229
                                          ==========      ==========



See the accompanying notes to consolidated financial statements.
______________________________________________________________________



              GALLERY  OF  HISTORY, INC.  and  SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
____________________________________________________________________________

                              THREE MONTHS ENDED         NINE MONTHS ENDED
                                    JUNE 30,                  JUNE 30,
                               2005        2004          2005        2004
                             --------    --------     ---------   ---------

REVENUES                    $ 265,203   $ 284,436    $  879,455  $  872,058

COST OF REVENUES               39,695      39,742       115,699     128,070
                             --------    --------     ---------   ---------
GROSS PROFIT                  225,508     244,694       763,756     743,988
                             --------    --------     ---------   ---------

OPERATING EXPENSES:
 Selling, general and
  administrative              324,768     383,767     1,078,592   1,141,251
 Depreciation                  24,136      36,455        81,887     118,096
                             --------    --------     ---------   ---------
TOTAL OPERATING EXPENSES      348,904     420,222     1,160,479   1,259,347
                             --------    --------     ---------   ---------

OPERATING LOSS               (123,396)   (175,528)     (396,723)   (515,359)
                             --------    --------     ---------   ---------

OTHER INCOME (EXPENSE)
 Interest expense
   Majority stockholder       (75,058)    (51,641)     (207,784)   (149,282)
   Other                      (31,878)    (33,799)      (96,174)   (101,997)
 Rental income, net            23,151      17,675        68,347      55,644
 Other                           --            64          --           267
                             --------    --------     ---------   ---------
TOTAL OTHER EXPENSE           (83,785)    (67,701)     (235,611)   (195,368)
                             --------    --------     ---------   ---------

LOSS BEFORE INCOME
 TAX BENEFIT                 (207,181)   (243,229)     (632,334)   (710,727)

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

NET LOSS                    $(207,181)  $(243,229)   $ (632,334) $ (633,704)
                             ========    ========     =========   =========


BASIC AND DILUTED LOSS
 PER SHARE:                     $(.04)      $(.04)        $(.11)      $(.11)
                                 ====        ====          ====        ====

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

See the accompanying notes to consolidated financial statements.
____________________________________________________________________________


                 GALLERY OF HISTORY, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS  -  UNAUDITED
__________________________________________________________________________
                                              NINE MONTHS ENDED JUNE 30,
                                                  2005          2004
                                                --------       --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                    $(632,334)     $(633,704)
  Adjustments to reconcile net loss
   to net cash used for
   operating activities:
     Depreciation and amortization              103,333        140,112
     Gain on disposal of property, net             --              (64)
     (Increase) decrease in:
       Deferred tax assets                         --          (77,023)
       Inventory of documents                    75,213       (153,804)
       Other assets                              (1,896)        11,785
     (Decrease) increase in:
       Accounts payable                         (48,688)         7,880
       Accrued expenses and other liabilities   228,798        259,003
                                               --------       --------
  Net cash used in operating activities        (275,574)      (445,815)
                                               --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment             (6,899)        (4,036)
  Proceeds from sale of property                                   518
                                               --------       --------
Net cash used in investing activities            (6,899)        (3,518)
                                               --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings:
    Majority stockholder                        334,734        511,001
    Other                                       235,000        162,000
  Repayments of borrowings:
    Majority stockholder                         (7,734)       (11,779)
    Other                                      (286,950)      (207,441)
                                               --------       --------
  Net cash provided by financing activities     275,050        453,781
                                               --------       --------

NET INCREASE (DECREASE) IN CASH                  (7,423)         4,448

CASH, BEGINNING OF PERIOD                        59,868          2,034
                                               --------       --------
CASH, END OF PERIOD                           $  52,445      $   6,482
                                               ========       ========


SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during period for interest          $ 303,958      $ 251,594
                                               ========       ========


See the accompanying notes to consolidated financial statements.
_________________________________________________________________________





                   GALLERY OF HISTORY, INC.  and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
____________________________________________________________________________


Basis of Presentation

The consolidated financial statements as of June 30, 2005, and for
the three month period ended June 30, 2005 and 2004, included herein
have been prepared by Gallery of History, Inc. and subsidiaries (the
"Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission applicable to interim
financial information.  Certain information and note disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States have
been condensed or omitted pursuant to such rules and regulations.  In
the opinion of management, all adjustments, consisting of normal
recurring items, necessary for a fair presentation of the results for
the interim periods have been made.  It is suggested that these
consolidated financial statements be read in conjunction with the
audited financial statements and the notes thereto included in the
Company's 2004 Annual Report on Form 10-KSB, from which the September
30, 2004 balance sheet information is derived.




                    Part 1 - Item 2  Financial Information
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                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.  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.



Overview
--------
       Gallery of History, Inc. and its 100%-owned subsidiaries
(collectively the Company) acquires documents of historical or social
significance and markets these documents to the general public as
discussed later herein.  Except for the cost of documents that are
sold and certain selling expenses, most of the Company's other costs
and expenses are relatively fixed.  While management believes that
the Company's inventory of documents has substantially appreciated,
the Company has been unable to produce sufficient volume of sales to
the general public and has incurred significant operating losses for
the past several years.  (See also discussion of the Company's
operating cycle under "Critical Accounting Estimates, Policies, and
Practices," below.)  As a result, the Company has been (and will
continue to be) dependent upon debt financing, including loans from
its majority stockholder, to satisfy its obligations when due.

       The unique characteristic of some documents may cause them to
become rarer with their current market value rising significantly
over time.  In many instances, the Company has a supply of similar
documents that, if marketed simultaneously, could 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.



Liquidity and Capital Resources
-------------------------------
       The deficit of net cash used in operating activities decreased
comparing the fiscal nine month period ended June 30, 2005 to 2004
largely due to a decrease in inventory purchases and an increase in
accrued salaries.  Purchases of document inventory decreased 66%
comparing the two fiscal nine month periods.  Officer salaries
continue to be accrued rather than being paid in cash.  Historically,
the cash flow deficiencies have been funded primarily from borrowings
from the Company's bank line of credit and loans from the Company's
majority stockholder and president, Todd Axelrod, which we believe
will continue although he has no obligation to make them.  Net cash
provided by financing activities decreased 39% in the current period
compared to the previous fiscal year nine month period.

       The Company is making an effort to improve operating results by
taking steps to increase sales through its direct purchase website
and other internet activity, which, combined, have become the
Company's highest margin distribution channel.  Because of the size
and diversity of its inventory, management believes the Company is
uniquely positioned to compete favorably with any firm offering
similar products.  The Company continues to add much more of its
available inventory to the website.

       The Company believes that its current and long-term cash
requirements will likely be met by appropriately managing the timing
and volume of new document acquisitions, generating revenues from its
operations, drawing against its available line of credit, seeking
additional borrowings collateralized by its documents inventory
(although there can be no assurance that such financing will be
obtainable on acceptable terms) and borrowing from Mr. Axelrod as
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 2005.




Critical Accounting Estimates, 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.  Shipping and
handling costs and related customer charges are not significant in
relation to selling prices.  The Company's primary distribution
channel over the past few years has been internally promoted and
managed auctions to sell its documents.  For each item sold through
the Company's auctions, a 15% premium is charged.  Recently, the
Company has greatly increased its use of the internet and its website
to increase sales and profitability.  The balance of the Company's
sales is from repeat customers through its corporate office and
consigned inventory to other auction establishments.

       Inventory of documents and operating cycle.   Documents in
inventory are stated at cost, which is determined on a specific-
identification method, not to exceed estimated market value.
Management reviews the recorded cost and estimated value of the
documents owned individually on a regular basis (at least quarterly)
to determine the adequacy of the allowance for market value declines,
if any.  Management believes that any future changes in such
allowance are not likely to have any material effect on the Company.

       Management believes that the Company's inventory of documents is
generally appreciating in value.  As a result, as stated earlier,
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 or expects to market
aggressively or even sell in a year.  Based on an aggregate
historical cost (not number of documents), only about one-third of
the Company's documents are listed and made available on one or more
of the various distribution channels or displayed for sale.  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, the Company
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
has ranged from its present level of approximately $6.5 million,
which management believes is a sufficient supply of documents to
provide for managing rarity and its other purposes, to roughly $7.2
million.  Management has no current intention of changing
significantly the composition of its inventory.

       Deferred tax assets.   The Company provides a valuation allowance
against deferred tax assets (primarily associated with tax loss
carryforwards) to the extent that such tax assets are not likely to
be utilized as a result of any gain on the Company's appreciated
document inventory, if sold in bulk.  The hypothetical gain and
related tax effect is estimated based on management's perception of
market activity and value and historical profit margins and trends.
Such estimates are revisited and revised quarterly if necessary.

       Recent Accounting Pronouncements.   In December, 2004, the
Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 123 (Revised 2004), "Share-
Based Payment" (SFAS 123R).  SFAS 123R requires that compensation cost
related to share-based employee compensation transactions be
recognized in the financial statements. Share-based employee
compensation transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock
appreciation rights and employee share purchase plans. The provisions
of SFAS 123R are to be effective for the Company for the quarterly
period ending March 31, 2006.  Accordingly, we will implement the
revised standard no later than the first quarter of fiscal year 2006,
if applicable. Currently, we account for our share-based employee
compensation transactions, if any, under the provisions of Accounting
Principles Board Opinion No. 25, which does not necessarily require
the recognition of compensation cost in the financial statements.
Since no stock-based compensation was issued during the periods
presented in this report, the use of this accounting method has had
no effect. The effect of adoption of the new standard on future
periods cannot be predicted at this time.

       In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, an Amendment of APB Opinion No. 29, Accounting
for Nonmonetary Transactions".  The amendments made by SFAS 153 are
based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged.  Further,
the amendments eliminate the narrow exception for nonmonetary
exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have
commercial substance.  The Statement is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15,
2005.  We do not presently expect to enter into any transactions
during the foreseeable future that would be affected by adopting SFAS 153.

       In May 2005, the FASB issued SFAS No. 154, "Accounting Changes
and Error Corrections, a replacement of APB Opinion No. 20 and SFAS
No. 3".  SFAS No. 154 replaces APB Opinion No. 20, "Accounting Changes
and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements" and changes the requirement for the accounting for and
reporting of a change in accounting principles.  SFAS No. 154 applies
to all voluntary changes in accounting principles.  It also applies
to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition
provisions.  When a pronouncement includes specific transition
provisions, those provisions should be followed.  The provisions of
SFAS No. 154 will be effective for accounting changes made in the
fiscal year beginning after December 15, 2005.  We have not completed
our evaluation or determined the impact of adopting SFAS No. 154,
which may or may not be material to our results of operations in the
first quarter of fiscal year 2006 and thereafter.







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

       Total revenues decreased 7% comparing the quarterly periods
ended June 30, 2005 to June 30, 2004.  Total revenues increased 1%
comparing the fiscal nine month period ended June 2005 to June 2004.
Revenues generated from the Company's internal auction decrease 37%
comparing the quarterly periods and 26% comparing the nine month
periods.  The Company held one auction in the current quarter
compared to two auctions in the previous year's comparable quarterly
period.  The Company is also attempting to conduct the auctions
without the cost of printing and mailing a catalog but rather to
display the catalog on the Company's web site.  Revenues generated
through the internet decreased 21% comparing the quarter ended June
30, 2005 to the quarter ended June 30, 2004.  For the nine month
period, revenues generated through the internet decreased 3%.  The
decreases are attributed to the availability of similar inventory
from competitors on the internet.  During the current quarter, the
Company consigned inventory to an outside auction establishment.  The
resulting revenues generated amounted to 16% of total revenues for
the current quarter or 5% of total revenues generated in the current
fiscal nine month period.

       Cost of revenues for the three month period ended June 30, 2005
resulted in 15% of total revenues compared to 14% of total revenues
for the quarter ended June 30, 2004.  Total cost of revenues was 13%
of total revenues for the nine month period ended June 30, 2005
compared to 15% of total revenues for the previous year nine month
period.  The current quarterly period incurred a slight increase in
costs due to the outside auction the Company participated in.  These
revenues amount to 15% of total revenues generated in the current
quarter, the resulting cost of revenues were 32% of total revenues.

       Total operating expenses decreased 17% comparing the quarterly
period ended June 30, 2005 to June 30, 2004, and total expenses
decreased 8% comparing the nine month period ended June 30, 2005 to
the nine month period ended June 30, 2004.  A large portion of the
decrease in both the quarter and nine month periods resulted from not
printing and mailing the Company's catalog.  In the current
quarterly, the Company listed its catalog on its website rather than
incurring the cost of printing and mailing the catalog.  In addition,
the Company incurred lower general insurance premiums and a reduction
in the number of employees.  Depreciation costs decreased 34%
comparing the quarters and 31% comparing the nine month periods due
to assets becoming fully depreciated, primarily our archive and
inventory software programs.










Item 3.		Controls and Procedures.
                ------------------------
                Based on their evaluation, as of June 30, 2005, 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 significant changes
                in internal controls or in other factors that could
                significantly affect these controls subsequent to the
                date of their evaluation, including any corrective
                actions with regard to significant deficiencies and
                material weaknesses.










                            Part 2 - Other Information


Item 1-5.	None.



Item 6.		Exhibits and Reports on Form 8-K.

(a)   Exhibits.

      3.1         Articles of Incorporation with Amendments

      3.2         By-Laws

     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).



(b)   Reports on Form 8-K.	   None.
















                                  SIGNATURES



In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.






                                Gallery of History, Inc.
                                _______________________________
                                (Registrant)




Date   August 15, 2005          /s/  Todd M. Axelrod
       _________________        _______________________________
                                Todd M. Axelrod
                                President and
                                Chairman of the Board
                                (Principal Executive Officer)



Date   August 15, 2005          /s/  Rod Lynam
       _________________        _______________________________
                                Rod Lynam
                                Treasurer and Director
                                (Principal Financial and Accounting Officer)