Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2009
[ ] 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 registrant 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)
Registrant's telephone number: (702) 364-1000
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.0005 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [x] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Yes [x] No
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 of the Exchange Act from their obligations
under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
require to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of
this chapter ) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not 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-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in rule 12b-2 of the Exchange Act). [ ] Yes [x] No
As of March 31, 2009, based on a price of $0.69 per share, the closing sale
price on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") Capital Market, the aggregate market value of shares of
voting and non-voting common equity held by non-affiliates of the registrant
was approximately $655,930.
As of December 1, 2009, the number of outstanding shares of the registrant's
common stock was 6,425,984.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference to Item 15(b)-"Exhibits
and Financial Statement Schedules": Form 10-QSB for the fiscal quarter ended
June 30, 2005; and Form 10-KSB for the fiscal year ended September 30, 2004.
TABLE OF CONTENTS
PART I 3
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 12
Report of Independent Registered Public Accounting Firm 12
Consolidated Balance Sheets - September 30, 2009 and 2008 13
Consolidated Statements of Operations for the years ended
September 30, 2009 and 2008 14
Consolidated Statements of Stockholders' Equity for the
years ended September 30, 2009 and 2008 15
Consolidated Statements of Cash Flows for the years
ended September 30, 2009 and 2008 16
Notes to Consolidated Financial Statements 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 23
Item 9A. Controls and Procedures 23
Item 9B. Other Information 24
PART III
Item 10. Directors, Executive Officers and Corporate Governance 24
Item 11. Executive Compensation 26
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 27
Item 13. Certain Relationships and Related Transactions and
Director Independence 28
Item 14. Principal Accountants' Fees and Services 29
PART IV
Item 15. Exhibits and Financial Statement Schedules 30
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 180,000 different documents. Retail sales of documents are
made from a gallery located at our headquarters in Las Vegas, Nevada. However,
documents are largely sold through sales conducted over the internet including
the Company's websites.
Our marketing efforts principally target individuals who have
appreciated or collected antiques, paintings, lithographs, and other works of
art or other collectibles, but not necessarily historical documents, and who
may lack awareness of the availability of historical documents for purchase.
All of the documents are preserved by utilizing museum quality encapsulation
materials, mattings and protective coverings that are characteristically
acid-free, and by other steps taken to ensure the longevity of the documents.
The Company also sells a book entitled "The Handbook of Historical
Documents - A Guide to Owning History", authored by Todd M. Axelrod, the
Company's President, Chairman of the Board, and majority stockholder.
Inventory of Documents Owned
----------------------------
The Company purchased documents principally at auctions and from
private collectors, dealers in historical documents, estates and various
individuals who are not collectors but are in possession of documents. During
the last three fiscal years, the Company's principal officer and majority
stockholder, Mr. Todd Axelrod, has purchased documents from outside sources
for his own account with personal funds. The Company may have been interested
in acquiring some or all of the items; however, management believed that the
Company lacked sufficient liquidity to assume the related finance and
marketability risks. As a result, the Company and Mr. Axelrod entered into a
revenue-sharing arrangement whereby the Company physically safeguards and
catalogs the documents, and markets certain of the items on its website for a
fee consisting of 80% of the gross profit from any sale (defined as the sales
price to a third party buyer less Mr. Axelrod's cost of acquiring the item).
The Company believes this fee arrangement is considerably more favorable to
the Company than the Company could obtain from an independent third party.
Effective October 1, 2009, Mr. Axelrod has increased the Company's revenue
share from the 80% of the gross profit to 90%. These avenues of supply are
likely to continue to be the Company's main sources of new inventory.
We catalogue the diverse inventory using internally developed software
and a computer server network. The system allows the Company's sales staff
to identify inventory held in the Company's central repository, obtain
descriptions of the documents, and even obtain images of the documents to
exhibit to customers.
Certificates of Authenticity
----------------------------
Documents purchased by the Company frequently are acquired by the
Company with guarantees from the sellers. Whether or not the Company receives
such a guarantee, it purchases documents subject to its own verification of
authenticity. To ascertain authenticity, we may utilize information provided
by the seller as to the transfer of ownership of documents; subject the
documents to our own examination; employ outside experts available to examine
the documents; or we may use other means.
The Company makes available to its customers a ten-year Certificate of
Authenticity, which obligates the Company to refund to the customer the
purchase price paid if any document is proven non-authentic. Should our
determination of authenticity of documents be erroneous, the Company would
likely incur a loss unless there was recourse against the seller. The Company
does not carry any insurance and is currently not aware of any entity that
underwrites such insurance at commercially reasonable rates to protect against
a loss arising from either the purchase of documents lacking authenticity or
claims by our customers for recovery against our authenticity warranty.
Claims made against the Company pursuant to its Certificates of Authenticity
have been immaterial, and accordingly, the Company has not established a
reserve against the risk of forgery or against any exposure under the
Certificates of Authenticity.
Competition
-----------
There are a great number of dealers of historical documents, of which
many are only part-time operators. The Company competes primarily with art
galleries, antique stores and sellers of other collectible items, as well as
dealers in historical documents.
In the past several years, many autograph dealers have closed their
retail gallery operations and are attempting to sell their inventories through
auctions and the internet. Since closing the Company's retail galleries
several years ago, the majority of the Company's sales have been through its
websites and channels such as Ebay.
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 180,000 document inventory
may be positively affected. To the extent the Company is successful in
attracting consignments, it may be positively impacted by this higher price
scenario because the Company receives a commission from both the buyer and
consignor which is based upon a percent of the "hammer" or selling price.
There is no assurance that the Company will be able to realize profit
margins for its merchandise. Moreover, existing dealers may choose to compete
with the Company in the same manner or in a more favorable format than that of
the Company.
Seasonal Business
-----------------
The Company's business, which is currently focused on sales through the
internet, is not seasonal.
Employees
---------
As of December 1, 2009, the Company had seven full-time and one part-time
employee, in addition to its two executive officers.
Item 2. Properties
----------
The Company owns a building located at 3601 West Sahara Avenue, Las
Vegas, Nevada where its executive offices and framing operations are located.
The building contains approximately 33,187 square feet of net leasable space
of which the Company currently occupies 17,699 square feet and leases or is
offering to lease the remaining space to others. As of December 1, 2009,
7,063 square feet was being leased to three tenants for an aggregate monthly
rental of $11,458 under month-to-month arrangements to leases expiring at
varying times from January 31, 2012 though October 31, 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
-----------------
The Company may be engaged, from time to time, in various legal
proceedings. Although Management may not be able to predict the outcome of
any such matters as they may arise, Management intends, depending upon the
nature of any such action, to vigorously contest any such matters as they may
arise. As of December 22, 2009, the Company is not aware of any pending legal
proceeding which we are a party to, or that has not been dismissed, subject to
appeal, upon motion made by the Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On September 28, 2009, the Company held its annual meeting of
stockholders for the following purposes: (1) to elect six Directors to serve
until the next annual meeting of stockholders; and (2) to ratify the
re-appointment of Piercy Bowler Taylor & Kern, Certified Public Accountants,
as the Company's independent registered public accounting firm for the fiscal
year ending September 30, 2009.
At the Meeting the following Directors were elected:
VOTES CAST WITHHELD
FOR AUTHORITY
NOMINEES ELECTION
------------------- --------- ---------
Todd M. Axelrod 6,134,615 8,007
Rod Lynam 6,133,725 8,897
Michael Rosenman 6,133,725 8,897
Roger Schneier 6,133,725 8,897
Peter Kuhr 6,133,725 8,897
Derrold Norgaard 6,133,725 8,897
With respect to the ratification of the appointment of Piercy Bowler
Taylor & Kern, Certified Public Accountants, as the Company's independent
registered public accounting firm, 6,134,677 shares were in favor, 7,807
shares were voted against, and there were 138 abstentions and no broker
non-votes.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
------------------------------------------------------------------
The Company's Common Stock, par value $.0005, is quoted on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") Capital
Market under the symbol HIST. According to the records of our transfer agent,
as of September 25, 2009, there were approximately 90 holders of record of the
Company's Common Stock. The following table sets forth the high and low sale
price for the Company's Common Stock for the periods indicated as reported on
NASDAQ.
Low Sale High Sale
Price Price
----- ------
Fiscal 2008
October 1, 2007 - December 31, 2007 $1.00 $1.70
January 1, 2008 - March 31, 2008 1.00 1.50
April 1, 2008 - June 30, 2008 1.00 1.20
July 1, 2008 - September 30, 2008 .95 1.33
Fiscal 2009
October 1, 2008 - December 31, 2008 $ .50 $1.28
January 1, 2009 - March 31, 2009 .50 1.15
April 1, 2009 - June 30, 2009 .42 1.47
July 1, 2009 - September 30, 2009 .80 1.03
On December 15, 2009, Gallery of History, Inc. (the "Company") received
notification from Nasdaq that the trading of the Company 's Common Stock will
be suspended as of the opening of business on December 24, 2009, and that the
Company's securities will be removed from listing and registration on the
Nasdaq Stock Market. The Nasdaq Staff determination resulted from the
Company's inability to regain compliance with the Market Value of Publicly
Held Shares ("MVPHS") requirement for continued listing, as set forth in Nasdaq
Listing Rule 5500(a)(5) (the "MVPHS Rule"). The Company was also previously
notified that it was not in compliance with the Minimum Bid Price requirement
under Listing Rule 5550(a)(2). The Company previously reported receipt of the
Nasdaq Staff Deficiency Letters with respect to both the MVPHS and Minimum Bid
Price requirements.
The Company's Common Stock may become eligible to trade on the OTC
Bulletin Board or in the "pink sheets" if a market maker makes an application
to register in and quote the Common Stock in accordance with applicable
securities rules and regulations, of which no assurance can be given.
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, if any, for its internal cash flow use and possible
repurchase of its own common stock.
There are no equity compensation plans or any other options to purchase
the Company's common stock outstanding as of September 30, 2009.
Item 6. Selected Financial Data
-----------------------
Not Required
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
Forward Looking Statements
--------------------------
This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, as amended, relating to
the Company's future operations and prospects, including statements that are
based on current projections and expectations about the markets in which the
Company operates, and management's beliefs concerning future performance and
capital requirements based upon current available information. Such statements
are based on management's beliefs as well as assumptions made by and
information currently available to management. When used in this document,
words like "may," "might," "will," "expect," "anticipate," "believe," and
similar expressions are intended to identify forward looking statements. Those
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results, performance or
achievements of those of the Company's industry to be materially different
from any future results, performance or achievements expressed or implied by
those forward-looking statements. Among the factors that could cause actual
results, performance or achievement to differ materially from those described
or implied in the forward-looking statements are the Company's ability to
obtain additional capital, on reasonable terms, if at all, at such times and
in such amounts as may be needed by the Company; competition by entities which
may have greater resources than the Company; the Company's ability to market
and sell its inventory of historical documents; the Company's ability to
correctly value its inventory of documents; and other factors included in the
Company's filings with the Securities and Exchange Commission (the "SEC").
Copies of the Company's SEC filings are available from the SEC or may be
obtained upon request from the Company. The Company does not undertake any
obligation to update the information contained herein, which speaks only as
of this date.
Liquidity and Capital Resources
-------------------------------
The United States is experiencing a widespread recession accompanied by,
among other things, declining discretionary spending, a reduction in general
credit availability and instability in the commercial and investment banking
systems, and is engaged in war, all of which are likely to continue to have
far-reaching effects on economic activity in the country for an indeterminate
period. The near- and long-term impact of these factors on the economy and the
Company's operations, liquidity and cash flows or the Company's principal
stockholder's ability to continue to provide financial support to the Company,
cannot be predicted at this time but may be substantial.
With the exception of the cost of documents that are sold and certain
selling expenses, most of the Company's other costs and expenses are relatively
fixed. While management believes that the Company's inventory of documents has
substantially appreciated, the Company has been unable to produce sufficient
volume of sales to the general public and has incurred significant operating
losses for the past several years. As a result, the Company has been (and
will likely continue to be) dependent upon debt financing, including loans
from its majority stockholder, to satisfy its obligations when due.
The unique characteristic of some the Company's documents held in
inventory may cause those documents to become rarer with time with their then
current market value rising significantly over time. In many instances the
Company has a supply of similar documents that, if marketed simultaneously,
may negatively impact market value. As a result, managing the rarity of
certain types or categories of documents through the judicious marketing of
only a selection of documents available in the Company's inventory is an
important element of the Company's business. This element is one of the
reasons that the Company has accumulated and maintains a supply of documents
that is significantly greater than it intends to sell in a year or even
aggressively market.
The Company has a term mortgage note that was renewed in July 2007 in
the amount of $1,087,251 and has an 8.25% interest rate and a maturity date of
July 15, 2012. The note is collateralized by the Company's building.
Prior to fiscal 2008, the Company borrowed $1,000,000 from its majority
stockholder/president, Todd M. Axelrod. The advance was due on demand but not
earlier than October 31, 2010, with monthly interest payments payable at a
rate of 6% per annum. In June 2008, the Company agreed to issue to Mr.
Axelrod an aggregate 800,000 shares of its common stock from treasury in
exchange for the cancellation of such debt. The outstanding $1,000,000
principal amount was converted into shares of common stock at a conversion
price of $1.25 per share, representing a premium to the closing price on
June 10, 2008. The Company also has other loans outstanding from Mr. Axelrod,
borrowed from time to time. These loans had carried an annual interest rate
of 3% until July 1, 2009 when Mr. Axelrod lowered the interest rate to .7%
per annum. Subsequently, this rate has been reduced again to .15% effective
October 1, 2009. The principal balance of the funds borrowed totaled
$1,854,578 and $1,310,226 as of September 30, 2009 and 2008, respectively.
Interest expense on these related party borrowings was $36,347 and $34,243
during fiscal years 2009 and 2008, respectively. The funds were used to
supplement cash flows from operating activities.
The Company believes, although no assurance can be given, that its
current cash requirements will be met by generating revenues from operations,
appropriately managing the timing and volume of new document acquisitions,
including the use of the revenue-sharing agreement with Mr. Axelrod, seeking
borrowings or advances against its documents inventory (although there can be
no assurance that such financing will be obtainable on acceptable terms) and
borrowing amounts from Mr. Axelrod as required. Mr. Axelrod intends but is
not obligated to continue funding or guarantee additional debt, should it be
required. Mr. Axelrod has also agreed not to demand payment on amounts the
Company has borrowed and interest payments through at least October 31, 2011.
Historically, cash flow deficiencies have been funded with borrowing
from Mr. Axelrod. Management believes that the need for such borrowing should
not diminish until profitability and cash flows from operations improve. To
improve profitability and cash flows, sales will need to increase. To increase
sales, especially under current and likely near-term future economic
conditions, management may have to reevaluate its product pricing strategy
and decrease the offering prices of its merchandise.
To date, Management has been reluctant to cut prices and, instead, to
achieve its strategic objectives, continues to increase inventory available
on the internet. With a market potential that is world-wide, and unlimited
in terms of inventory exposure, the Company continues to employ this channel
to improve revenue levels. Currently, our website had been materially enlarged
to include approximately 66,700 document choices spread over an expanded list
of categories and historical genres. Further, owing to the size and diversity
of its inventory, management feels the Company is positioned to favorably
compete with any firms offering similar products. Equally important is the
fact that with no limitations, or added material costs for the development of
this outlet, the Company could, in time, still significantly increase its
available inventory to this outlet without negatively impacting the rarity of
our documents, thus providing a global audience with a diversity of choice.
The Company also continues its investigation of productive links with other
organizations, with the possibility of expanding its market through
cooperative alliances with firms and/or institutions whose audiences are
understood to possess potential as document buyers.
The Company expects to make no material commitments for capital
expenditures in the near term, as the Company is not currently contemplating
additional expansion. Management is not aware of any trend in the Company's
capital resources, which may have an impact on its income, revenue or income
from continuing operations.
Critical Accounting Policies and Practices
------------------------------------------
Revenues
--------
The Company recognizes revenues from document sales when title passes to
the customer upon shipment. Typically, shipment does not occur until payment
has been received. The Company's distribution channels consist of its direct
purchase websites and other internet avenues including eBay. Shipping and
handling costs and related customer charges are not significant.
Inventory of documents owned and operating cycle
------------------------------------------------
Documents owned are stated at cost on a specific-identification method,
not in excess of estimated market value. Management reviews the recorded cost
and estimated value of the documents owned on a regular basis (at least
quarterly) to determine the adequacy of the allowance for market value
declines, if any.
Management believes that the Company's inventory of documents is
generally appreciating, not depreciating, in value. As a result, managing the
rarity of certain types or categories of documents through the judicious
marketing of only a selection of documents available in the Company's inventory
is an important element of the Company's business. This element is one of the
reasons that the Company has accumulated and maintains a supply of documents
that is significantly greater than it intends to sell in a year or even
aggressively market. As the Company's distribution channels have changed over
the years and are expected to continue to change in the future, the volume of
documents marketed in any one year, or succession of years, changes
significantly. For these reasons, it has been impractical, for the Company
to define its operating cycle and, as a result, presents its balance sheet on
an unclassified basis. The Company believes that this presentation better
reflects the nature of the Company's business and its principal asset.
Over the past several years, the cost of the Company's inventory as of
its fiscal year end has ranged from its present level of approximately $6.3
million to roughly $7.2 million, which management believes is a sufficient
supply of documents to provide for managing rarity and its other purposes.
Management has no current intention of significantly changing the composition
of its inventory and, as a result, the Company accounts for changes in the
cost of documents owned as an adjustment to arrive at cash flows from operating
activities.
Deferred tax assets and income taxes
------------------------------------
The Company provides a valuation allowance against deferred tax assets
(primarily associated with tax loss carryforwards) to the extent that such
tax assets exceed an amount considered by management as more likely than not
to be utilized as a result of any gain on the Company's effective tax planning
strategies, consisting of the possible sale of appreciated document inventory,
particularly if partially sold in bulk, and/or real estate, that would produce
gains that may be realized as needed to protect the Company's loss
carryforwards. The potential gain and related tax effect is estimated by
management based on current market activity and estimate of value and
historical profit margins and trends. Such estimates are revisited and revised
quarterly.
Based on our analysis of our tax provisions, deferred tax assets and the
related valuation allowance, we determined that there are no significant
uncertain tax positions, including with respect to our operating deficit or
related disclosures.
Recently issued accounting pronouncements
-----------------------------------------
No recently issued accounting pronouncements not yet adopted are expected
to have a material impact on our consolidated financial position, results of
operations or cash flows.
Results of Operations
---------------------
Fiscal 2009 Compared to Fiscal 2008
-----------------------------------
Revenues decreased 26% comparing fiscal 2009 to fiscal 2008. Our
Company's web site revenues decreased 20% and revenues generated from the
Company's Ebay Store site decreased 60% comparing year over year. This
decrease was attributed to internet competition, the general decrease in
discretionary spending and the general economic condition of this last year.
Included in fiscal 2009 revenues, 47 documents were sold amounting to $26,585
in revenues that was generated from the revenue-sharing arrangement with our
majority stockholder/president, Mr. Todd Axelrod. This compares to 58
documents sold amounting to $14,758 in revenues for fiscal 2008.
Cost of revenues sold was 7% of net revenues in 2009, compared to 8% of
net revenues in 2008, a 37% decrease. Excluding the effects of the revenue-
sharing arrangement discussed in the previous paragraph, the Company's cost of
revenues would have been 7.4% of net revenues for fiscal 2009 compared to 8.4%
for fiscal 2008. The decrease in cost of revenues sold is the result of
pricing increases.
Total operating expenses decreased 8% comparing fiscal 2009 to fiscal
2008 due to decreases in advertising, insurances, computer maintenance and
salaries. The Company decreased its advertising expense by 7% comparing the
fiscal years. General insurances decreased 8% and medical insurance
premiums decreased 13% comparing the years. A decrease in computer
maintenance reduced those expenses by 11%. Salaries and related taxes
amounted to $390,318 for fiscal 2009, compared to $457,976 for fiscal 2008, a
15% decrease resulting from a decrease of personnel. Depreciation expense
decreased 2% in fiscal 2009 compared to 2008.
Included in selling, general and administrative expenses is an allocated
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 are allocated
to rental operations and included in other income and expense ($60,727 fiscal
2009 as compared to $90,122 for fiscal 2008).
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
Board of Directors
Gallery of History, Inc.
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheets of Gallery of
History, Inc. (a Nevada Corporation) and subsidiaries (the "Company") as of
September 30, 2009 and 2008, 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 consolidated 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, 2009 and 2008, 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
PIERCY BOWLER TAYLOR & KERN
Certified Public Accountants
Las Vegas, Nevada
December 22, 2009
GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2009 AND 2008
_______________________________________________________________________
2009 2008
ASSETS ---- ----
------
Cash $ 6,796 $ 9,576
Inventory of documents owned 6,348,405 6,382,828
Deferred tax assets 1,339,842 1,339,842
Property and equipment, net 933,990 990,610
Other assets 58,132 59,394
---------- ---------
TOTAL ASSETS $ 8,687,165 $8,782,250
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES
Accounts payable $ 23,454 $ 29,168
Advances and notes payable:
Majority stockholder 1,854,578 1,310,226
Other 1,026,018 1,123,236
Preferred stock dividend payable 354,988 249,760
Other liabilities and accruals 58,111 80,842
---------- ---------
Total liabilities 3,317,149 2,793,232
---------- ---------
STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
20,000,000 shares authorized;
11,935,308 shares issued 5,968 5,968
Preferred stock: $.0005 par value;
4,000,000 shares authorized;
1,615,861 shares issued (liquidation
value at September 30, 2009 and
September 30, 2008, $3,586,710 and
$3,481,482 including cumulative
unpaid dividends in arrears of
$354,988 and $249,760 included
among liabilities) 808 808
Additional paid-in capital 15,022,394 14,978,860
Deficit (7,032,083) (6,369,547)
Common stock in treasury,
5,509,324 shares, at cost (2,627,071) (2,627,071)
---------- ---------
Total stockholders' equity 5,370,016 5,989,018
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,687,165 $8,782,250
========== =========
See notes to consolidated financial statements.
_______________________________________________________________________
GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
_______________________________________________________________________
2009 2008
---- ----
REVENUES $ 386,661 $ 519,824
COST OF REVENUES 26,666 42,365
---------- ---------
GROSS PROFIT 359,995 477,459
---------- ---------
OPERATING EXPENSES
Selling, general and administrative 818,606 893,648
Depreciation 34,223 35,084
---------- ---------
Total operating expenses 852,829 928,732
---------- ---------
OPERATING LOSS (492,834) (451,273)
---------- ---------
OTHER INCOME (EXPENSE)
Interest expense:
Majority stockholder (36,347) (74,584)
Other (88,900) (92,398)
Rental income, net 60,727 90,122
Other 46 6,495
---------- ---------
Total other income (expense) (64,474) (70,365)
---------- ---------
NET LOSS (557,308) (521,638)
Preferred stock dividend (105,228) (102,141)
---------- ---------
NET LOSS APPLICABLE TO COMMON SHARES $ (662,536) $ (623,779)
========== =========
BASIC LOSS PER SHARE $(.10) $(.11)
==== ====
WEIGHTED AVERAGE SHARES OUTSTANDING 6,425,984 5,868,607
========= =========
See notes to consolidated financial statements.
_______________________________________________________________________
GALLERY OF HISTORY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
_______________________________________________________________________
Additional Common
Common Stock Preferred Paid-in Stock in
Shares Par Shares Par Capital Deficit Treasury Total
-------- ----- ------- ---- --------- --------- --------- --------
BALANCES AT OCTOBER 1, 2007
11935308 $5968 1615861 $808 $14291362 $(5745768) $(3008671) $5543699
Contributed services by
majority stockholder
-- -- -- -- 33013 -- -- 33013
Stock based compensation
-- -- -- -- 36085 -- -- 36085
Debt to treasury stock conversion
-- -- -- -- 618400 -- 381600 1000000
Preferred stock dividend
-- -- -- -- -- (102141) -- (102141)
Net loss
-- -- -- -- -- (521638) -- (521638)
-------- ----- ------- --- -------- ------- ------- -------
BALANCES AT SEPTEMBER 30, 2008
11935308 5,968 1615861 808 14978860 (6369547) (2627071) 5989018
Contributed services by
majority stockholder
-- -- -- -- 31506 -- -- 31506
Stock based compensation
-- -- -- -- 12028 -- -- 12028
Preferred stock dividend
-- -- -- -- -- (105228) -- (105228)
Net loss
-- -- -- -- -- (557308) -- (557308)
-------- ----- ------- --- -------- ------- ------- -------
BALANCES AT SEPTEMBER 30, 2009
11935308 $5968 1615861 $808 $15022394 $(7032083) $(2627071) $5370016
======== ==== ======= === ======== ======= ======= =======
See notes to consolidated financial statements.
_______________________________________________________________________
GALLERY OF HISTORY, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
_______________________________________________________________________
2009 2008
---- ----
OPERATING ACTIVITIES
Net loss $(557,308) $(521,638)
Depreciation 61,007 55,372
Contributed services of majority stockholder 31,506 33,013
Stock-based compensation 12,028 36,085
(Increase) decrease in:
Inventory of documents owned 34,423 41,003
Other assets 1,262 2,000
Increase (decrease) in:
Accounts payable (5,714) (10,171)
Other liabilities and accruals (22,731) 1,468
-------- --------
Net cash used in operating activities (445,527) (362,868)
-------- --------
INVESTING ACTIVITIES
Purchase of property and equipment (4,387) (5,028)
Proceed from sale of property and equipment -- 6,500
-------- --------
Net cash provided by (used in) investing
activities (4,387) 1,472
-------- --------
FINANCING ACTIVITIES
Proceeds from borrowings:
Majority stockholder 585,617 450,970
Other 313,000 253,000
Repayments of borrowings:
Majority stockholder (41,265) (35,970)
Other (410,218) (298,545)
-------- --------
Net cash provided by financing activities 447,134 369,455
-------- --------
NET INCREASE (DECREASE) IN CASH (2,780) 8,059
CASH, BEGINNING OF YEAR 9,576 1,517
-------- --------
CASH, END OF YEAR $ 6,796 $ 9,576
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest $ 127,672 $ 166,203
======== ========
Noncash investing and financing activities:
Majority stockholder debt converted to
common stock -- $1,000,000
=========
Dividend accrued on preferred stock $ 105,228 $ 102,141
======== =========
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.
Principles of Consolidation and Basis of Accounting - The consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiaries. Significant inter-company accounts and transactions have been
eliminated.
The Company has not elected to adopt the option available under Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
825-10-25, "Fair Value Option", to measure any of its eligible financial
instruments or other items. Accordingly, all of the Company's assets and
liabilities have been measured in the accompanying financial statements on the
historical cost basis of accounting.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
that affect reported amounts and disclosures, some of which may require
revision in future periods. Estimated valuation allowances for deferred tax
assets (Note 6) are subject to material changes within the next year.
Events through the date the financial statements were issued, December 22,
2009, were evaluated by management to determine if adjustments to or disclosure
in these consolidated financial statements were necessary.
Economic Conditions and Related Risks and Uncertainties - The United States is
experiencing a widespread recession accompanied by, among other things,
declining discretionary spending, a reduction in general credit availability
and instability in the commercial and investment banking systems, and is
engaged in war, all of which are likely to continue to have far-reaching
effects on economic activity in the country for an indeterminate period. The
near- and long-term impact of these factors on the economy and the Company's
operations, or the Company's principal stockholder's ability to continue to
provide financial support to the Company, cannot be predicted at this time but
may be substantial.
Revenues - The Company recognizes revenues from document sales when title
passes to the customer upon shipment. Sales taxes received from customers are
credited directly to a liability account and are not presented in the
statements of operations. Shipping and handling costs and related customer
charges are not significant.
The Company warrants the authenticity of its products by making available to
its customers a certificate of authenticity, valid for ten years from date of
purchase, for each document it sells. Under the terms of the certificates,
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. Accordingly no provision
for sales returns or warranty costs, for example, relative to the risk of
forgery, are deemed necessary. 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 outside experts.
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 its provisions 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 carrying values of inventory items 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, included in other income (expense), generally on a per
square foot basis.
Advertising Costs - Advertising costs, $40,292 in 2009 and $43,318 in 2008,
including all sales material and internet selling fees, are expensed as
incurred and are included in general, selling and administrative expenses.
Legal Defense Costs - The Company does not accrue for estimated future legal
and related defense costs, if any, to be incurred in connection with outstand
or threatened litigation or other disputed matters but rather, records such
as period costs when the services are rendered.
Income Taxes - The Company recognizes interest and penalties, if any, related
to income taxes within the income tax expense (benefit) line in its
consolidated statements of operations.
Loss Per Share - Outstanding options (50,000 at September 30, 2008, and
subsequently terminated) were not given effect in a computation of diluted
results per share for the period, which is not presented, since to do so
would have been anti-dilutive due to losses.
2. PROPERTY AND EQUIPMENT
Property and equipment at September 30, 2009 and 2008, consists of the
following:
2009 2008
---- ----
Land $ 580,000 $ 580,000
Equipment and furniture 795,942 825,474
Office building and improvements 1,653,729 1,653,729
--------- ---------
3,029,671 3,059,203
Less accumulated depreciation (2,095,681) (2,068,593)
--------- ---------
$ 933,990 $ 990,610
========= =========
Approximately 50% of the Company's office building is leased or is held
available to lease to tenants (Note 7). Property and equipment identifiable
with the rental operation and the Company's use is as follows:
2009 2008
---- ----
Office building $1,495,751 $1,495,751
Less accumulated depreciation (1,153,444) (1,099,878)
---------- ---------
$ 342,307 $ 395,873
========== =========
3. RELATED PARTY TRANSACTIONS
In fiscal 2006, the Company converted $3,231,722 of debt to its principal
officer/stockholder into 1,615,861 shares of Series A Convertible Preferred
Stock. The Series A Convertible Preferred Stock earns dividends at the annual
rate of 3% applied to the liquidation value, and payable semi-annually so long
as resources are legally available for that purpose (unless waived by the
holder). Unpaid dividends are cumulative, are recorded as liabilities and
added to the liquidation value (upon which the annual dividend rate is
applied), and are preferential in the event of liquidation and with respect to
any dividends or other distributions to Common Stockholders. The Preferred
Stock is non-voting (except as may be required by law) and convertible at any
time at the option of the holder at a fixed rate of one common share for
every $2 in liquidation value, as adjusted, per share of Preferred Stock at
the time of conversion, subject to adjustment in the event of future increases
or decreases in the number of outstanding shares of Common Stock for a price
other than the then conversion price of the Preferred Stock or in the event of
issuance of certain other securities. As of September 30, 2009 and September
30, 2008, a total of 1,793,355 and 1,740,741 shares of Common Stock were
issuable upon conversion of the Preferred Stock.
Prior to fiscal 2008, the Company borrowed $1,000,000 from its majority
stockholder/president, Todd M. Axelrod. The advance was due on demand but not
earlier than October 31, 2010, with monthly interest payments payable at a rate
of 6% per annum. In June 2008, the Company agreed to issue to Mr. Axelrod an
aggregate 800,000 shares of its common stock from treasury in exchange for the
cancellation of such debt. The outstanding $1,000,000 principal amount was
converted into shares of common stock at a conversion price of $1.25 per share,
representing a premium to the closing price on June 10, 2008.
The Company also has other loans outstanding from Mr. Axelrod, borrowed
from time to time. These loans had carried an annual interest rate of 3%
until July 1, 2009 when Mr. Axelrod lowered the interest rate to 0.7% per
annum. Subsequently, effective October 1, 2009, this rate has been reduced
again to 0.15%. The principal balance of the funds borrowed totaled $1,854,578
and $1,310,226 as of September 30, 2009 and 2008, respectively. The borrowed
funds were used to supplement cash flows from operating activities. Interest
expense on these related party borrowings was $36,347 and $34,243 during
fiscal years 2009 and 2008, respectively.
Mr. Axelrod intends but is not obligated to continue funding or guarantee
additional debt, of the Company, should it be required. Mr. Axelrod has agreed
not to demand payment on any amounts the Company has borrowed and defer his
right to receive interest payments and/or dividend payments through at least
October 31, 2011 (Note 4).
Revenue-sharing arrangement. Since 2006, Mr. Axelrod has purchased
documents from outside sources for his own account with personal funds. The
Company may have been interested in acquiring some or all of the items;
however, management believed that the Company lacked sufficient liquidity to
assume the related finance and marketability risks. As a result, the Company
and Mr. Axelrod entered into a revenue-sharing arrangement whereby the
Company physically safeguards and catalogs the documents, and markets certain
of the items on its web site for a fee consisting of 80% of the gross profit
from any sale (defined as the sales price to a third party buyer less Mr.
Axelrod's cost of acquiring the item). The Company believes this fee
arrangement is considerably more favorable to the Company than the Company
could obtain from an independent third party. Effective October 1, 2009, Mr.
Axelrod increased the Company's revenue share from the 80% of gross profit to
90%. The Company receives the same guarantee as Mr. Axelrod would receive as
to the authenticity warranty obtained from the vendors. The Company has also
independently verified Mr. Axelrod's cost of the consigned inventory. During
fiscal 2009, 47 documents subject to the revenue-sharing arrangement were
sold for $35,596 and the Company's revenue share was $26,585 which was included
in revenue. During fiscal 2008, 58 documents were sold for $19,359 and the
Company's revenue share was $14,758.
Contributed Services. As Company's president and majority stockholder,
Mr. Axelrod does not receive a salary. Accordingly, the estimated value of
his services (approximately $30,000 per year) is recorded as expense and
additional paid-in capital.
4. ADVANCES AND NOTES PAYABLE
Advances and notes payable consist of the following at September 30:
2009 2008
---- ----
Majority stockholder debt (demand rights waived
through October 31, 2011): $1,854,578 $1,310,226
8.5% mortgage note payable July 15, 2012,
collateralized by a building 1,026,018 1,051,236
Prime plus 1.5% revolving line of credit
terminated July 2009, was collateralized
by documents and equipment -- 72,000
--------- ---------
$2,880,596 $2,433,462
========= =========
Maturities of notes payable are as follows for fiscal years ending
September 30:
2010 $ 27,408
2011 29,791
2012 2,823,397
---------
Total $2,880,596
=========
5. INCOME TAXES
As of September 30, 2009, the Company had federal income tax loss carryforwards
of$7,423,496 available to reduce future tax payment obligations. The
carryforwards expire from 2010 to 2029.
The Company provides a valuation allowance against its deferred tax assets
(which are primarily associated with net tax loss carryforwards), to the
extent that such tax assets are deemed by management as not likely to be
utilized, after consideration of management's tax planning strategies. Such
valuation allowance is the principal reason for the variation in the customary
relationship between income tax benefit and the pretax accounting loss.
Additional details of the components of deferred income taxes at September 30,
2009 and 2008, follows:
2009 2008
Deferred tax assets ---- ----
Net operating losses $2,523,989 $2,384,867
Other 4,392 6,660
--------- ---------
2,528,381 2,391,527
Valuation allowance (1,112,131) (959,600)
--------- ---------
1,416,250 1,431,927
Deferred tax liabilities
Depreciation (76,408) (92,085)
--------- ---------
Net deferred tax assets $1,339,842 $1,339,842
========= =========
The differences between the normal federal statutory rate of 34% applied to
loss before income taxes and the Company's effective rate are:
Tax Tax
2009 rate 2008 rate
---- ---- ---- ----
Benefit at statutory rate $(189,500) (34.0%) $(177,400) (34.0%)
Allowance against tax benefit 172,100 31.5% 164,700 31.5%
Other 17,400 2.5% 12,700 2.5%
-------- ---- -------- ----
Income tax benefit $ -- -- % $ -- -- %
======== ==== ======== ====
Based on its analysis of the Company's tax provisions, deferred tax assets,
and the related valuation allowance, management determined that there are no
significant, uncertain tax provisions that might affect the Company's financial
statements, loss carryovers, or the related valuation allowance, including with
respect to its operating deficit.
6. 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 exist month-to-month to periods
expiring January 31, 2013, with various renewal options. Gross rental income
for the periods ended September 30, 2009 and 2008 was $141,182 and $170,835,
respectively. Building operating costs, including primarily depreciation,
repairs and maintenance, janitorial, utilities and property taxes, totaled
$80,455 and $80,713 in 2009 and 2008, respectively.
Future minimum lease payments due under non-cancelable operating leases with
initial lease terms exceeding 12 months as of September 30, 2009, excluding
contingent amounts applicable to reimbursable expenses, are as follows:
2010 $ 117,048
2011 119,664
2012 120,756
2013 15,480
--------
$ 372,948
========
7. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amount of cash and accounts payable approximates fair value
because of the short maturity of those instruments. With the exception of an
8.25% mortgage obligation of approximately $1,000,000 that matures in 2012
and the Company's related party debt discussed below (the fair value of which
cannot be reliably estimated due to its nature), the estimated fair value of
the Company's debt instruments approximated its book value, based on Level 2
inputs, as defined in FASB ASC 820, Fair Value Measurements and Disclosures,
as amended, primarily 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. The carrying value of mortgage obligation is also estimated to
approximate fair value based on a Level 2 input consisting of comparable
commercial real estate mortgage interest rates currently prevalent in the
local market.
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
-----------------------------------------------------------
None.
Item 9A. Controls and Procedures
-----------------------
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as of the end of the period covered by this
report. Based on such evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period,
the Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under
the Exchange Act.
Management's Evaluation of Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule
13a-15(f) of the Exchange Act. This system is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the consolidated financial statements for external purposes in accordance
with generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that: (1) pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect our transactions and disposition of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. The scope of management's assessment of the
effectiveness of internal control over financial reporting includes all of
our Company's consolidated subsidiaries.
Our management performed an assessment as of September 30, 2009 of the
effectiveness of our internal controls over financial reporting based upon the
framework in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and concluded that
our internal control over financial reporting was effective as of September 30,
2009.
This Annual Report on Form 10-K does not include an attestation report
of the Company's independent registered public accounting firm regarding
internal control over financial reporting. Management's report was not
subject to attestation by the Company's independent registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's report in this
annual report.
Item 9B. Other Information
-----------------
None
PART III
--------
Item 10. Directors, Executive Officers and Corporate Governance
------------------------------------------------------
Set forth below is certain information concerning the individuals who
were directors and executive officers of the Company as of September 30, 2009.
Name Age Position
---- --- --------
Todd M. Axelrod 60 President, CEO and Chairman of the Board
Rod R. Lynam 61 Treasurer, CFO, Assistant Secretary and Director
Dr. Michael Rosenman 48 Director
Roger Schneier 66 Director
Peter Kuhr 61 Director
Derrold Norgaard 48 Director
The following are brief biographies of the Company's executive officers
and directors.
Todd M. Axelrod has been Chairman of the Board of Directors and President
of the Company since its inception in November 1981. Mr. Axelrod has been a
private collector of valuable historical documents since 1968. Mr. Axelrod
authored a book entitled "The Handbook of Historical Documents - A Guide to
Owning History".
Rod Lynam has been Treasurer and Chief Financial Officer of the Company
since September 1984.
Michael Rosenman, M.D., Ph.D., has been a member of our Board of
Directors since 2002. Dr. Rosenman is a practicing physician specializing in
the field of Pediatrics since 1988. Prior to establishing private practice
offices in Las Vegas in 1996, Dr. Rosenman was associated with UCLA's
Department of Medicine, Division of Hematology/Oncology, and with Children's
Hospital in Orange County, California. His practice employs multiple offices
and physicians.
Roger Schneier was appointed to the Board of Directors on May 22, 2006.
Mr. Schneier has been retired since January 2005. Prior to his retirement he
was President for twenty-five years of Ben's Auto Parts and Be-Mack Warehouse,
both located in Bronx, New York.
Peter Kuhr was elected to the Board of Directors on March 13, 2007. Mr.
Kuhr is currently the president of, and a partner in, Capital Iron 1997 Ltd., a
specialty retail operation servicing the Victoria, British Columbia market.
Prior to this position, in 1996, he was general merchandise manager of the
textiles division of Eaton's of Canada, then a major department store with
over 100 stores across Canada. Mr. Kuhr is a member of the Board of Directors
for the Downtown Victoria Business Association and is an active fund raiser
and volunteer with a number of community organizations including the United
Way and the Prostate Centre.
Derrold Norgaard, FCA, CFP is currently president and owner of Island
Tax and Smithgate Farms Ltd, a consulting firm which engages in accounting and
tax advisory and compliance for local companies in Vancouver, British Columbia
and elsewhere. Prior to this position, from 1982 to 2008, he was employed by
KPMG LLP in various capacities, starting as a member of their audit and
accounting staff, becoming a tax partner and eventually the office managing
partner. Mr. Norgaard is a tax speaker for local and international business
groups and an instructor of advanced tax courses. He is a director of
Ironwood Clay Company Ltd, a Richmond British Columbia based cosmetics
manufacturing company. He is chair and director of the British Columbia
Cancer Foundation and Vancouver Island Centre Gifts Committee and is vice
chair of the British Columbia Cancer Foundation's 2009 Capital Campaign.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the SEC initial reports of
ownership and reports of changes of ownership of Common Stock of the Company.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
During the fiscal year ended September 30, 2009, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with. In making these disclosures, the Company
has relied solely on a review of the copies of such reports furnished to the
Company and written representations of its directors, executive officers and
its greater than ten percent stockholders.
Audit Committee Matters
-----------------------
The Company's Audit Committee currently is composed of Mr. Norgaard,
Chairman, Dr. Rosenman and Mr. Kuhr. The Company's Board of Directors has
determined that each member of the Audit Committee is able to read and
understand fundamental financial statements, including the Company's
consolidated balance sheet, income statement and cash flow statement. In
addition, the Board of Directors has determined that Derrold Norgaard is an
"audit committee financial expert" as that term is defined by the rules and
regulations of the Securities and Exchange Commission. Also, the Board of
Directors has determined that each of these individuals is an "independent
director," as defined under the applicable rules and listing standards of the
NASDAQ Stock Market LLC and the rules and regulations of the Securities and
Exchange Commission.
Code of Ethics
--------------
The Company has adopted a Code of Business and Ethics that applies to
the Company's principal executive officer, principal financial officer,
principal accounting officer or other persons performing similar functions.
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 11. Executive Compensation
----------------------
The following table sets forth all compensation awarded to, earned by,
or paid by the Company during our fiscal year ended September 30, 2009 to our
Chief Executive Officer, and to any executive officer who received compensation
in excess of $100,000 for the last completed fiscal year (each a "Named
Executive Officer").
SUMMARY COMPENSATION TABLE
--------------------------
Non-equity Nonqualified
Name and Incentive Deferred All
Principal Stock Option Plan Compensation Other
Position Year Salary Bonus Award Awards Compensation Earnings Comp Total
-------------------------------------------------------------------------------
Todd M.
Axelrod,
President 2009 $-0- $-0- $-0- $-0- $-0- $-0- $-0- $-0-
and Chief (1)
Executive
Officer 2008 $-0- $-0- $-0- $-0- $-0- $-0- $5,061 $5,061
(1) (2)
(1) Mr. Axelrod does not receive compensation for services rendered by him as
an officer or director of the Company.
(2) Represesents employee benefits in the form of health and life insurances,
which was cancelled May 15, 2008.
During the fiscal year ended September 30, 2009, we did not grant
any stock options to any of our Named Executive Officers of the Company,
and none of our Named Executive Officers owned any stock options as of
September 30, 2009.
The following table sets forth certain information concerning
compensation paid to our outside directors during fiscal 2009:
DIRECTOR COMPENSATION
---------------------
Fees Non-Equity Non-qualified
Earned or Incentive Deferred All
Name Paid in Stock Option Plan Compensation Other Total
Cash Awards Awards Compensation Earnings Comp
-------------------------------------------------------------------------------
Michael Rosenman $-0- $-0- $-0- $-0- $-0- $-0- $-0-
Roger Schneier $-0- $-0- $-0- $-0- $-0- $-0- $-0-
Peter Kuhr $-0- $-0- $-0- $-0- $-0- $-0- $-0-
Derrold Norgaard $-0- $-0- $-0- $-0- $-0- $-0- $-0-
We do not compensate any of our directors for serving on the Board or
on any committee of the Board. If requested, we may reimburse our outside
directors for their reasonable travel expenses incurred in attending Board or
committee meetings.
We are not a party to any employment agreement with any of our executive
officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
------------------------------------------------------------------
The following table sets forth certain information, as of December 1,
2009, pertaining to ownership of the Company's Common Stock by those persons
known to the Company to be the beneficial and record owners of more than five
percent of the Common Stock of the Company, by each director and nominee of
the Company, by each executive officer included in the summary compensation
table, and by all officers and directors of the Company as a group:
Name of Beneficial Number of Percent
Holder (1) (2) Shares of Class
------------------ ------ --------
Todd M. Axelrod (3) 7,226,243 87.9%
Rod Lynam 210 (4)
Dr. Michael Rosenman -0- --
Roger Schneier 74,900 1.2%
Peter Kuhr -0- --
Gerald Newman 493,000 7.7%
17161 Coral Cove Way
Boca Raton, Florida 33496
Derrold Norgaard -0- --
All officers and directors 7,301,353 88.8%
as a group (6 persons)(3)
(1) The address of each director and nominee, except where otherwise
indicated is: c/o Gallery of History, Inc., 3601 West Sahara Avenue,
Promenade Suite, Las Vegas, Nevada 89102-5822.
(2) The individuals referred to above have sole voting and investment
power in regard to their Common Stock.
(3) Includes 1,793,355 shares of Common Stock issuable upon conversion
of 1,615,861 shares of Series A Preferred Stock owned of record
by Mr. Axelrod.
(4) Less than 1%.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
---------------------------------------------------------------------
In fiscal 2006, the Company converted $3,231,722 of debt to its principal
officer/stockholder into 1,615,861 shares of Series A Convertible Preferred
Stock. The Series A Convertible Preferred Stock earns dividends at the annual
rate of 3% applied to the liquidation value, and payable semi-annually so long
as resources are legally available for that purpose (unless waived by the
holder). Unpaid dividends are cumulative, are added to the liquidation value
(upon which the annual dividend rate is applied), and are preferential in the
event of liquidation and with respect to any dividends or other distributions
to Common Stockholders. The Preferred Stock is non-voting (except as may be
required by law) and convertible at any time at the option of the holder at a
fixed rate of one common share for every $2 in liquidation value, as adjusted,
per share of Preferred Stock at the time of conversion, subject to adjustment
in the event of future increases or decreases in the number of outstanding
shares of Common Stock for a price other than the then conversion price of the
Preferred Stock or in the event of issuance of certain other securities. As
of September 30, 2009 and September 30, 2008, a total of 1,793,355 and
1,740,741 shares of Common Stock were issuable upon conversion of the
Preferred Stock.
Prior to fiscal 2008, the Company borrowed $1,000,000 from its majority
stockholder/president, Todd M. Axelrod. The advance was due on demand but not
earlier than October 31, 2010, with monthly interest payments payable at a
rate of 6% per annum. In June 2008, the Company agreed to issue to Mr.
Axelrod an aggregate 800,000 shares of its common stock from treasury in
exchange for the cancellation of such debt. The outstanding $1,000,000
principal amount was converted into shares of common stock at a conversion
price of $1.25 per share, representing a premium to the closing price on June
10, 2008. The Company also has other loans outstanding from Mr. Axelrod,
borrowed from time to time. These loans had carried an annual interest rate
of 3% until July 1, 2009 when Mr. Axelrod lowered the interest rate to .7% per
annum. Subsequently, this rate has been reduced again to .15% effective
October 1, 2009. The principal balance of the funds borrowed totaled
$1,854,578 and $1,310,226 as of September 30, 2009 and 2008, respectively.
Interest expense on these related party borrowings was $36,347 and $34,243
during fiscal years 2009 and 2008, respectively. The funds were used to
supplement cash flows from operating activities.
Since November 2006, Mr. Axelrod has purchased documents from outside
sources for his own account with personal funds. The Company may have been
interested in acquiring some or all of the items; however, management believed
that the Company lacked sufficient liquidity to assume the related finance and
marketability risks. As a result, the Company and Mr. Axelrod entered into a
revenue-sharing arrangement whereby the Company physically safeguards and
catalogs the documents, and markets certain of the items on its web site for
a fee consisting of 80% of the gross profit from any sale (defined as the sales
price to a third party buyer less Mr. Axelrod's cost of acquiring the item).
The Company believes this fee arrangement is considerably more favorable to
the Company than the Company could obtain from an independent third party.
Effective October 1, 2009, Mr. Axelrod has increased the Company's revenue
share from the 80% of gross profit to 90%. The Company receives the same
guarantee as Mr. Axelrod would receive as to the authenticity warranty
obtained from the vendors. The Company has also independently verified Mr.
Axelrod's cost of the consigned inventory. During fiscal 2009, 47 documents
subject to the revenue-sharing arrangement were sold for $35,596 and the
Company's revenue share was $26,585 which was included in revenue. During
fiscal 2008, 58 documents were sold for $19,359 and the Company's revenue
share was $14,758.
Director Independence
The Company follows the director independence standards prescribed by
NASDAQ. As such, the members of our Board of Directors who are considered
independent and are also members of the Company's Audit Committee are Mr.
Derrold Norgaard, Chairman, Dr. Michael Rosenman and Mr. Peter Kuhr.
Item 14. Principal Accountants' Fees and Services
----------------------------------------
The following table lists the aggregate fees billed and/or estimated
unbilled for professional services rendered for the audit of the Company's
annual financial statements for the years ended September 30, 2009 and 2008,
including the reviews of the unaudited interim financial statements of the
Company's Form 10-QSB.
2009(1) 2008
---- ----
Audit Fees (2) $40,191 $39,213
Audit-Related Fees 0 0
Tax Fees (3) 3,000 3.000
All other fees 0 0
(1) Total audit and tax fees for fiscal 2009 have not yet been
billed to the Company. The amounts entered are estimated.
(2) Audit fees consist of services rendered to the Company for
the audit of the Company's annual financial statements and
reviews of the Company's quarterly financial statements.
(3) Tax fees consist of tax compliance and related tax services.
The audit committee pre-approves all services provided by our independent
registered accounting firm, Piercy Bowler Taylor & Kern, Certified Public
Accountants. All of the above services and fees were reviewed and approved
by the Company's audit committee.
PART IV
-------
Item 15. Exhibits and Financial Statement Schedules
------------------------------------------
(a) Documents filed as part of this Form 10-K
1. Financial Statements and Supplementary Date
Page
----
Report of Independent Registered Public Accounting Firm 12
Consolidated Balance Sheets 13
Consolidated Statements of Operations 14
Consolidated Statements of Stockholders' Equity 15
Consolidated Statements of Cash Flow 16
Notes to Consolidated Financial Statements 17
2. Financial Statement Schedules (not applicable)
(b) See Exhibit Index below
(c) Not applicable
EXHIBITS
Number Description
------ -----------
3.2 Amendment to Articles of Incorporation filed July 9, 1984
(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")).
3.3 Amendment to Articles of Incorporation filed May 29, 1990
(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"))
3.4 Bylaws (incorporated by reference to Exhibit 3.2 to the Form 10-QSB.)
14.1 Code of Business Conduct and Ethics (incorporated by reference to
Exhibit 14.1 to the Registrant's Form 10-KSB for its fiscal year ended
September 30, 2004).
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).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 22, 2009
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 and Title Date
-------------------- ----
/s/ Todd M. Axelrod December 22, 2009
--------------------
Todd M. Axelrod
President and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Rod Lynam December 22, 2009
--------------------
Rod Lynam
Treasurer, Assistant Secretary and Director
(Principal Accounting Officer)
/s/ Michael Rosenman December 22, 2009
--------------------
Michael Rosenman, Director
/s/ Roger Schneier December 22, 2009
--------------------
Roger Schneier, Director
/s/ Peter Kuhr December 22, 2009
--------------------
Peter Kuhr, Director
/s/ Derrold Norgaard December 22, 2009
--------------------
Derrold Norgaard, Director
