**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-QSB**
 
 (Mark
        One)
 
 **[X]**
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(****d****)
                  OF THE SECURITIES EXCHANGE ACT OF
                  1934**
 
 For
        the
        quarterly period ended March 31, 2007
 
 **[ 
                   ]**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                  ACT**
 
 For
        the
        transition period from ________ to _________.
  Commission
        File No. 0-51107
 
 
 
 **Benacquista
        Galleries, Inc.**
 (Name
        of
        Small Business Issuer as specified in its charter)
 
 Nevada
              71-0928242(State
                  or other Jurisdiction of
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              Identification
                  No.)6870
                  La Valle Plateada Rancho Santa Fe, California
              92067(Address
                  of Principal Executive Offices)
              (Zip
                  Code)
 
 (858)
        525-5695
 (Issuer’s
        Telephone Number, Including Area Code)
 
 Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act 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.
 **Yes
        [X] No [   ]**
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 **Yes
        [   ] No [X]**
 
 As
        of
        April 30, 2007, the registrant had outstanding 1,097,713 shares of common
        stock,
        par value $0.001 per share, of which there is only a single class.
 
 Transitional
        Small Business Disclosure Format (Check one): **Yes
        [   ] No [X]**
 
 
 
  
  **TABLE
        OF CONTENTS**
 
 **Page
                  Number****PART
                  I**ITEM
                  1. Financial Statements
              F-1ITEM
                  2. Management’s Discussion and Analysis or Plan of
                  Operation.
              1ITEM
                  3. Controls and Procedures.
              6**PART
                  II**ITEM
                  1. Legal Proceedings.
              8ITEM
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              8ITEM
                  3. Default Upon Senior Securities.
              8ITEM
                  4. Submission of Matters to a Vote of Security Holders.
              8ITEM
                  5. Other Information.
              8ITEM
                  6. Exhibits.
              9
  
 
 
 
 
 
 
 
 
  **PART
          I - FINANCIAL INFORMATION**
 
 **ITEM
          1. FINANCIAL STATEMENTS.**
 
 **BENACQUISTA
          GALLERIES, INC. AND SUBSIDIARY**
 **(A
          Development Stage Enterprise)**
 **CONDENSED
          CONSOLIDATED BALANCE SHEETS**
 **(UNAUDITED)**
 
 **March
                    31,**
                
                **September
                    30,****2007**
                
                **2006****ASSETS****Current
                    Assets**Cash
                
                $
                502
                
                $
                1,170Accounts
                    receivable
                
                
                330
                
                
                -Inventory
                
                
                906,131
                
                
                906,131Accrued
                    interest receivable
                
                
                11,063
                
                
                3,768**Total
                    Current Assets**
                
                
                918,026
                
                
                911,069**Total
                    Assets**
                
                **$**
                **918,026**
                
                **$**
                **911,069****LIABILITIES
                    AND STOCKHOLDERS' DEFICIT****Current
                    Liabilities**Accounts
                    payable
                
                $
                18,444
                
                $
                25,080Accrued
                    interest payable
                
                
                79,551
                
                
                65,578Unearned
                    income
                
                
                -
                
                
                65,461Due
                    to majority shareholder
                
                
                258,390
                
                
                190,938Note
                    payable to majority shareholder
                
                
                862,127
                
                
                1,012,127**Total
                    Current Liabilities**
                
                
                1,218,512
                
                
                1,359,184**Long-Term
                    Liabilities**
                
                
                -
                
                
                -**Total
                    Liabilities**
                
                
                1,218,512
                
                
                1,359,184**Commitments
                    and Contingencies****Stockholders'
                    Deficit**Common
                    Stock- $0.001 par value; 5,000,000 shares authorized;1,100,113
                    and 1,100,113 shares issued, respectively;1,097,713
                    and 1,097,713 shares oustanding, respectively
                
                
                1,100
                
                
                1,100Treasury
                    stock-at cost 2,400 and 2,400 shares, respectively
                
                
                (9,867
                )
                
                (9,867
                )Additional
                    paid-in-capital
                
                
                1,105,008
                
                
                1,105,008Stock
                    subscription receivable
                
                
                (292,596
                )
                
                (292,596
                )Accumulated
                    deficit
                
                
                (1,104,131
                )
                
                (1,251,760
                )**Total
                    Stockholders' Deficit**
                
                
                (300,486
                )
                
                (448,115
                )**Total
                    Liabilities and Stockholders' Deficit**
                
                **$**
                **918,026**
                
                **$**
                **911,069**
 
 
 
 The
          accompanying notes are an integral part of these unaudited condensed
          consolidated financial statements.
   F
            -1





**BENACQUISTA
        GALLERIES, INC.**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
 
 **For
                  the Three Months**
              
              **For
                  the Six Months**
              
              **January
                  17,**
                **2003
                  (Inception)**
                **through****Ended
                  March 31,**
              
              **Ended
                  March 31,**
              
              **March
                  31,****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **2007**Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  ExpensesResearch
                  and development
              
              
              -
              
              
              -
              
              
              5,000
              
              
              -
              
              
              5,000General
                  and administrative
              
              
              35,893
              
              
              44,246
              
              
              89,637
              
              
              68,755
              
              
              931,393**Total
                  operating expenses**
              
              
              35,893
              
              
              44,246
              
              
              94,637
              
              
              68,755
              
              
              936,393**Loss
                  from operations**
              
              
              (35,893
              )
              
              (44,246
              )
              
              (94,637
              )
              
              (68,755
              )
              
              (936,393
              )**Other
                  income (expense)**Interest
                  income
              
              
              3,607
              
              
              11,561
              
              
              7,295
              
              
              24,164
              
              
              54,887Interest
                  expense
              
              
              (12,395
              )
              
              (12,217
              )
              
              (25,151
              )
              
              (25,234
              )
              
              (190,734
              )Forgiveness
                  of accounts payable
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,850**Total
                  other income (expense)**
              
              
              (8,788
              )
              
              (656
              )
              
              (17,856
              )
              
              (1,070
              )
              
              (126,997
              )**Net
                  loss from continuing operations**
              
              
              (44,681
              )
              
              (44,902
              )
              
              (112,493
              )
              
              (69,825
              )
              
              (1,063,390
              )**Discontinued
                  operations**Loss
                  from discontinued operations
              
              
              (1,048
              )
              
              (138,878
              )
              
              (3,680
              )
              
              (147,840
              )
              
              (304,543
              )Gain
                  on sale of YNOT
              
              $
              263,802
              
              $
              -
              
              $
              263,802
              
              $
              -
              
              $
              263,802**Income
                  (loss) from discontinued operations**
              
              
              262,754
              
              
              (138,878
              )
              
              260,122
              
              
              (147,840
              )
              
              (40,741
              )**Net
                  income (loss)**
              
              $
              218,073
              
              $
              (183,780
              )
              $
              147,629
              
              $
              (217,665
              )
              $
              (1,104,131
              )**Basic
                  and diluted loss (income) per share from:**Continuing
                  operations
              
              $
              (0.04
              )
              $
              (0.04
              )
              $
              (0.10
              )
              $
              (0.06
              )Discontinued
                  Operations
              
              $
              0.24
              
              $
              (0.13
              )
              $
              0.24
              
              $
              (0.14
              )**Net
                  income (loss) per share**
              
              $
              0.20
              
              $
              (0.17
              )
              $
              0.14
              
              $
              (0.20
              )**Weighted
                    average number**of shares outstanding
              
              
              1,100,113
              
              
              1,100,113
              
              
              1,100,113
              
              
              1,100,113
 
 
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.








F
          -2




**BENACQUISTA
        GALLERIES, INC.**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASHFLOWS**
 **(UNAUDITED)**
 
 **For
                  the Six Months Ended**
              
              **January
                      17,**
                    **2003**
                  **(Inception)**
                  **through****March
                  31,**
              
              **March
                  31,****2007**
              
              **2006**
              
              **2007****Cash
                  Flows From Operating Activities**Net
                  income (loss)
              
              $
              147,629
              
              $
              (217,665
              )
              $
              (1,399,389
              )Adjustments
                  to reconcile net income (loss) to net cash from operating
                  activities:Gain
                  on sale of stock of subsidiary
              
              
              (263,802
              )
              
              -
              
              
              (263,802
              )Services
                  received for notes receivable
              
              
              -
              
              
              -
              
              
              453,861Forgiveness
                  of accounts payable
              
              
              -
              
              
              -
              
              
              (8,850
              )Write
                  off of bad debt
              
              
              -
              
              
              -
              
              
              20,150Advertising
                  expense - web content purchase
              
              
              -
              
              
              -
              
              
              150,000Changes
                  in operating assets and liabilitiesDeposits
                  on books
              
              
              -
              
              
              -
              
              
              -Accounts
                  receivable
              
              
              (330
              )
              
              (20,150
              )
              
              (20,480
              )Inventory
              
              
              -
              
              
              (64,754
              )
              
              (44,004
              )Accrued
                  interest receivable
              
              
              (7,295
              )
              
              (8,473
              )
              
              (11,063
              )Accounts
                  payable
              
              
              (6,138
              )
              
              62,199
              
              
              27,792Accrued
                  interest
              
              
              25,151
              
              
              (74,766
              )
              
              90,729Unearned
                  income
              
              
              36,665
              
              
              465
              
              
              102,126**Net
                  Cash From Operating Activities**
              
              
              (68,120
              )
              
              (323,144
              )
              
              (902,930
              )**Cash
                  Flows From Investing Activities**
              
              
              -
              
              
              -
              
              
              -**Cash
                  Flows From Financing Activities**Principal
                  payments from stock subscription notes receivable
              
              
              -
              
              
              201,759
              
              
              253,543Advances
                  from majority shareholder
              
              
              97,452
              
              
              158,285
              
              
              448,390Payments
                  to majority shareholder
              
              
              (30,000
              )
              
              -
              
              
              (190,000
              )Capital
                  contribution from majority shareholder
              
              
              -
              
              
              3,050
              
              
              96,108Purchase
                  of treasury stock
              
              
              -
              
              
              -
              
              
              (9,867
              )Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              10,000**Net
                  Cash From Financing Activities**
              
              
              67,452
              
              
              363,094
              
              
              608,174**Net
                  Change in Cash**
              
              
              (668
              )
              
              39,950
              
              
              (294,756
              )**Cash
                  at Beginning of Period**
              
              
              1,170
              
              
              507
              
              
              -**Cash
                  at End of Period**
              
              $
              (502
              )
              $
              40,457
              
              $
              (294,756
              )Cash
                  paid for interest
              
              $
              -
              
              $
              100,000
              
              $
              100,000**Non-Cash
                  Investing and Financing Activities**Shares
                  underlying warrants issued in exchange for Notes
                  Receivable
              
              $
              -
              
              $
              -
              
              $
              1,000,000Acquistion
                  of web content by issuance of Note to Majority Shareholder
              
              $
              -
              
              $
              -
              
              $
              150,000
   
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.




F
          -3




**BENACQUISTA
      GALLERIES, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO UNAUDITED, CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2006**





**NOTE
      1 - NATURE OF BUSINESS**





***Organization
      and Nature of Operations —*** On
      January 17, 2003, Benacquista Galleries, Inc. (“the Company”) was organized
      under the laws of the State of Nevada. On October 10, 2005 the Company formed
      a
      wholly owned subsidiary named YNOT Eduk8, Inc. for the purpose of pursuing
      the
      business opportunities related to the acquisition of the website content of
      www.ynoteduk8.com from YNOT Education, Inc. in September, 2005 as described
      in
      Note 10. YNOT Eduk8, Inc. (“YNOT”) has no business operations activity since
      inception. The Company is considered a development stage enterprise and is
      in
      the process of developing markets for its products and raising capital to fund
      operations. As such, the Company has since inception spent most of its efforts
      in developing its business plan, acquiring inventory, and in raising capital
      to
      fund its operations. The Company has relied principally upon cash flows from
      equity issuances and capital contributions from its major shareholder to sustain
      operations. The planned operations of the Company consist of selling art work
      through the internet and in September 2005 obtained the exclusive publishing
      rights to the “Farmacist Desk Reference” (“FDR”). On March 27, 2007 the Company
      transferred certain contracts related to the FDR and related liabilities to
      YNOT
      and subsequently sold its interest in YNOT as described more fully in Note
      9. On
      April 10, 2007 the Company transferred its inventory, consisting of works of
      art
      to Mr. James Price in exchange for certain obligations as described more fully
      in Note 9. As a result of these transactions, the Company has treated these
      operations as discontinued in the accompanying statements of operations for
      the
      three and six months ended March 31, 2007 and for the period from January 17,
      2003 (inception) to March 31, 2007 as more fully described in Note 10. The
      Company has restated its historic statement of operations to conform to such
      presentation. The majority shareholder of the Company is Mr. James Price, our
      Chief Executive Officer and Chairman of the Board, who owns approximately 83.5%
      of the outstanding common stock of the Company as of March 31,
      2007.





***Interim
      Financial Information***  ***—*** The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and pursuant to
      the
      rules and regulations of the Securities and Exchange Commission. Accordingly,
      they do not include all of the information and notes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. In the opinion of management, all adjustments and
      reclassifications considered necessary for a fair and comparable presentation
      have been included and are of normal recurring nature. Operating results for
      the
      three-month period ended December 31, 2006 are not necessarily indicative of
      the
      results that may be expected for the year ending September 30, 2007. The
      accompanying financial statements should be read in conjunction with the
      Company’s annual financial statements as filed on Form 10-KSB as of September
      30, 2006.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





***Consolidation***





The
      consolidated financial statements contain the accounts of the Company for all
      periods presented and the accounts of its wholly owned subsidiary, YNOT Eduk8,
      Inc. since its inception on October 10, 2005 until the sale of the Company’s
      interest in YNOT on September 27, 2007 as more fully described in Note 9. All
      intercompany accounts and transactions have been eliminated in
      consolidation.





***Cash***  ***—*** Cash
      consists of a deposit with a bank. There are no amounts in excess of federally
      insured limits as of March 31, 2007 and September 30, 2006.





***Inventory*** —
      Inventory is stated at the lower of cost or market.








F
            -4





***Revenue
      Recognition*** —
      Revenues are recognized by the Company based on the various types of
      transactions generating the revenue. The Company recognizes art revenue when
      persuasive evidence of an arrangement exists; services have been rendered or
      products have been delivered; the price to the buyer is fixed and determinable;
      and collectibility is reasonably assured.





Revenue
      for published products distributed through wholesale and retail channels and
      through resellers is recognized upon verification of final sell-through to
      end
      users, after consideration of rights of return and price protection. Typically,
      the right of return on such products has expired when the end user purchases
      the
      product from the retail outlet. Once the end user opens the package, it is
      not
      returnable unless the medium is defective.





***Advertising
      Expense*** —
      Advertising costs are expensed as incurred. Advertising expense for the six
      months ended March 31, 2007 and 2006 was $5,841 and $47,614,
      respectively.





***Income
      Taxes*** —
The
      Company recognizes an asset or liability for the deferred tax consequences
      of
      all temporary differences between the tax basis of assets or liabilities and
      their reported amounts in the consolidated financial statements that will result
      in taxable or deductible amounts in future years when the reported amounts
      of
      the asset or liabilities are recovered or settled. Deferred tax assets or
      liabilities are measured using the enacted tax rates that will be in effect
      when
      the differences are expected to reverse. Deferred tax assets are reviewed
      periodically for recoverability and valuation allowances are provided as
      necessary.





***Use
      of Estimates —*** The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect certain reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





***Fair
      Value of Financial Instruments*** —
The
      carrying amounts reported in the accompanying consolidated financial statements
      for current assets approximate fair values because of the immediate or
      short-term maturities of these financial instruments.





***Net
      Income (Loss) Per Share-Basic and Diluted*** —
Basic
      income (loss) per common share is computed on the basis of the weighted-average
      number of common shares outstanding during the period. Diluted income per share
      is computed on the basis of the weighted-average number of common shares and
      all
      potentially issuable common shares outstanding during the year. There are no
      potentially dilutive securities as of March 31, 2007 and 2006.





***Recently
      Issued Accounting Pronouncements*** —
In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, "Fair Value Measurements" (SFAS 157), which defines fair value, establishes
      a framework for measuring fair value in generally accepted accounting principles
      and requires additional disclosures about fair value measurements. SFAS 157
      aims
      to improve the consistency and comparability of fair value measurements by
      creating a single definition of fair value. The Statement emphasizes that fair
      value is not entity-specific, but instead is a market-based measurement of
      an
      asset or liability. SFAS 157 upholds the requirements of previously issued
      pronouncements concerning fair value measurements and expands the required
      disclosures. This Statement is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, however earlier application
      is
      permitted provided the reporting entity has not yet issued financial statements
      for that fiscal year. The Company does not believe that the adoption of SFAS
      157
      will have a material effect on its consolidated financial
      statements.





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Post-Retirement Plans, amending SFAS No. 87,
      Employers’ Accounting for Pensions, SFAS No. 88, Employers’ Accounting for
      Settlements and Curtailments of Defined Benefit Pension Plans and for
      Termination Benefits, SFAS No. 106,  Employers’
      Accounting for Postretirement Benefits Other than Pensions”, and SFAS No.
      132(R), “Employers’ Disclosures about Pensions and Other Postretirement
      Benefits” *.* SFAS No.
      158 requires recognition of the overfunded or underfunded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in a reporting entity’s statement of financial position and to
      recognize changes in that funded status in the year in which the changes occur
      through comprehensive income. It also requires an employer to measure the funded
      status of a plan as of the date of its year-end statement of financial position.
      The statement is effective as of the end of the fiscal year ending after
      December 15, 2006. The adoption of SFAS No. 158 is not expected to have a
      material impact on the Company’s condensed consolidated financial
      statements.








F
            -5





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin (“SAB”) 108, “Considering the Effects of Prior year Misstatements When
      Quantifying Misstatements in Current Year Financial Statements.” SAB 108
      clarifies the staff’s position regarding the process of quantifying financial
      statement misstatements. More specifically, the staff noted that certain
      registrants do not consider the effects of prior year errors on current year
      financial statements, thereby allowing improper assets or liabilities to remain
      unadjusted. The staff believes this approach is not in the best interests of
      the
      users of the financial statements. SAB 108 is effective for fiscal years ending
      on or after November 15, 2006, with earlier adoption encouraged. At present,
      the
      Company is evaluating the impact, if any, that the adoption of SAB 108 will
      have
      on the condensed consolidated financial statements.




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities", including an amendment of FASB
      Statement No. 115 SFAS 159. This pronouncement permits entities to choose to
      measure many financial instruments and certain other items at fair value that
      are not currently required to be measured at fair value. SFAS 159 is effective
      as of the beginning of an entity's first fiscal year that begins after November
      15, 2007. The impact of adopting SFAS 159 on the Company's consolidated
      financial statements, if any, has not yet been determined.





**NOTE
      3**  **-**  **GOING
      CONCERN**





***Business
      Condition*** —
The
      Company is a new company with a limited operating history. It has not yet been
      able to fully execute its business plan. The accompanying consolidated financial
      statements have been prepared in conformity with generally accepted accounting
      principles which contemplate continuation of the Company as a going concern.
      During the six months ended March 31, 2007, the Company had net loss of $147,629
      and it had negative cash flows from operations of $68,120. In addition, the
      Company had a deficit accumulated in the development stage of $1,104,131 as
      of
      March 31, 2007. This situation raises substantial doubt about its ability to
      continue as a going concern.





As
      a
      result of the Company being unable to fully execute its business plan, on March
      27, 2007 the Company sold its interest in YNOT as more fully described in Note
      9. In addition, the Company transferred its inventory to Mr. James Price in
      exchange for certain obligations payable to Mr. Price as more fully described
      in
      Note 9. The Company is currently evaluating potential new lines of business,
      but
      has not decided on any definite course of action for its future as yet. Our
      president has indicated that he will loan sufficient funds to cover operating
      needs for the next twelve months. However, there is no guarantee that these
      loans will be made. The financial statements do not include any adjustments
      relating to the recoverability and classification of asset carrying amounts
      or
      the amount and classification of liabilities that might result should the
      Company be unable to continue as a going concern.





**NOTE
      4**  **-**  **INVENTORY**





***Value*** —
      Inventories are stated at the lower of cost or market. When there is evidence
      that the inventory value is less than the original cost, the inventory is
      reduced to market value. The Company determines market value from periodic
      professional appraisals.





***Composition*** —
Art
      inventory is composed of 293 pieces of art consisting of oil-on-canvas,
      lithograph and pastel paintings, bronze and ceramic sculptures and other
      miscellaneous items as of March 31, 2007 and September 30, 2006,
      respectively.





**NOTE
      5 - INVESTMENT**





On
      December 18, 2006, the Company entered into a Stock Purchase Agreement with
      Whole In One Products, Inc. (“Whole In One”), a Nevada corporation, for the
      purchase of 4,900,000 shares of Whole In One’s restricted voting common stock in
      consideration of $10,000, representing a 49% interest in Whole in One. The
      Company paid $8,000 in legal fees on behalf of Whole In One in conjunction
      with
      the transaction which has been reflected as “General and Administrative expense”
in the accompanying condensed consolidated statement of operations for the
      three
      months ended December 31, 2006. Whole In One had no operations during the three
      months ended December 31, 2006 and no gains or losses were recognized by the
      Company. The Company has reflected its obligation under this agreement as
“Accounts payable” in the accompanying condensed consolidated balance sheet as
      of December 31, 2006. On February 2, 2007 the Company and Whole in One cancelled
      the agreement and the Company will reverse the obligation and the investment
      during the quarter ending March 31, 2007. The Company recovered the legal fees
      of $8,000 paid on behalf of Whole In One and has reduced general and
      administrative expenses for this recovery in the accompanying Statements of
      Operations for the three and six months ended March 31, 2007.








F
            -6





**NOTE
      6**  **-**  **UNEARNED
      REVENUE**





Unearned
      revenue as of March 31, 2007 and September 30, 2006 of $0 and $65,461
      respectively, represents prepayments received on book orders that have not
      been
      shipped to the customer. This obligation was assumed by the buyer of YNOT as
      of
      March 27, 2007 as more fully described in Note 9.





**NOTE
      7**  **-**  **STOCKHOLDERS’
      EQUITY**





On
      November 21, 2006, the Board of Directors approved a reverse stock split of
      Benacquista Galleries, Inc. common shares, par value $0.001, at a ratio of
      one
      post-reverse split share for every 10 pre-split shares to be effective as of
      January 8, 2007. All share and per share amounts have been retroactively
      restated to reflect this reverse stock split. In addition, in accordance with
      the laws of the state of Nevada, the authorized number of common shares was
      reduced at the same ratio and accordingly, the authorized shares were reduced
      from 50,000,000 to 5,000,000.





***Common
      Stock*** —
In
      January 2003, the Company issued 1,000,113 shares of common stock to various
      individuals, including officers of the Company, for cash proceeds of $10,000
      or
      $0.001 per share. In August and September, 2005 the Company issued 100,000
      shares of common stock upon the exercise of warrants.





***Additional
      Paid-in Capital*** —
The
      majority shareholder has made a total of $96,108 cash contributions for the
      period January 17, 2003 (date of inception) through December 31,
      2006.





***Stock
      Subscription Receivable*** —
Stock
      subscription receivable as of March 31, 2007 and September 30, 2006,
      respectively, is comprised of a note receivable from Monarch Consulting. The
      notes bear interest at 5% and are due January 2008 with no interim principal
      or
      interest payments required. The note is the consideration received upon the
      exercise of a warrant and the resultant issuance of common stock. As such,
      the
      outstanding principal balance of $292,596 is recorded as an offset to equity
      as
      stock subscription receivable in the accompanying balance sheets as of December
      31 and September 30, 2006.




In
      April
      2007, the Company entered into a
      settlement and release agreement with
      Monarch Consulting pursuant
      to which the Company released Monarch from its remaining obligations under
      the
      terms of the Note in exchange for the return of 25,000 shares of the Company’s
      common stock acquired by Monarch upon exercise of the Warrant. The Company
      will
      record this transaction in the quarter ending June 30, 2007.




**NOTE
      8 - WEB SITE PURCHASE**




On
        November 17, 2006 the Company acquired the website name and related content
        for
“faceyourmate.com”, an interactive dating service from Physiognomy Interface
        Technologies, Inc., (“Physiognomy”) a Nevada Corporation, a Company formerly
        named YNOT Education, Inc. At the time of the purchase, Don Tolman was a
        director of the Company and the sole shareholder of Physiognomy. As a result,
        this is considered a related party transaction. The Company paid cash of
        $5,000
        in exchange for the site and the content which has been recorded as research
        and
        development and expensed at the time of the transaction.














F
            -7





**NOTE
      9 - RELATED PARTY TRANSACTIONS**


In
        January 2003, the major shareholder sold certain of his works of art to the
        Company for $862,127 represented by an unsecured note payable. The note bears
        interest at 5% per annum and was due in full June 30, 2005 with no periodic
        payments required. The purchase price represents the shareholder’s original cost
        in the art, which was originally acquired for cash. The balance of the note
        plus
        accrued interest is currently unpaid and will remain on the books as a demand
        note continuing to bear the 5% per annum interest. On April 10, 2007, the
        Company and
        Mr.
        Price entered into a settlement and release agreement pursuant to which the
        Company transferred all of its rights, title and interest in its inventory
        recorded at $906,131 as of March 31, 2007 in settlement of all its obligations
        to Mr. Price, which comprise the Note payable to majority shareholder in
        the
        amount of $862,127, accrued interest payable in the amount of $79,551 and
        all
        non interest bearing advances recorded as “Due to majority shareholder” in the
        the amount of $258,390.
 
 In
        September 2005, the company acquired the website www.ynoteduk8.com for
        $150,000 represented by an unsecured note payable. The note bears interest
        at 5%
        per annum and is payable on demand with no periodic payments required. Along
        with the website acquisition, the company obtained exclusive publishing rights
        to the “Farmacist Desk Reference” (FDR) from the president of YNOT Education,
        Inc.
  Concurrently
        with the purchase of the website content, the Company entered into a Royalty
        Agreement with Don Tolman, a director of the Company and the shareholder
        and
        president of YNOT Education, Inc. for the exclusive publishing rights to
        the
“Farmacist Desk Reference” (“FDR”) and other works created or controlled by YNOT
        Education, Inc. The license agreement calls for the payment of royalties
        of $1
        per book sold or 5% of all proceeds collected for other YNOT Education, Inc.
        works. The license is for a two year term which expires September 28, 2007
        which
        will automatically extend for an additional two year term if royalties of
        $250,000 are achieved during the initial term. There are no guaranteed minimum
        royalties, but YNOT Education, Inc. will have the right to cancel the Royalty
        Agreement after the initial two year term if sales are not sufficient to
        generate $250,000 in royalties.
  In
        October of 2005, the Company incorporated a wholly owned subsidiary called
        YNOTeduk8, Inc. (YNOT). On March 9, 2007 the Company executed a series of
        agreements with Don Tolman, YNOT Education, Inc., James Price and YNOT by
        which
        the Company assigned its rights and obligations related to the above mentioned
        Royalty Agreement, the above mentioned website and all improvements, and
        certain
        intellectual property and trademarks to its subsidiary, YNOT.


On
        March
        13, 2007, the Company’s Board of Directors declared a dividend and distributed
        1,100,103 shares of YNOT common stock.. The stock dividend was paid at the
        rate
        of one share of YNOT stock for each share of the Company common stock owned.
        Subsequent to the dividend, the Company woned 8,902,287 shares of YNOT
        comprising approximately 89% of the outstanding shares of YNOT as of that
        date.
 
 On
        March
        27, 2007 the Company entered into an agreement with Don Tolman by which Mr.
        Tolman assumed the $150,000 unsecured note payable referred to above and
        all
        related accrued interest in exchange for the Company’s 8,902,287 remaining
        shares of YNOT common stock. As a result of the above transactions, the Company
        has recognized a gain on the sale of the discontinued operations in the
        aggregate amount of $263,802 included under the caption “Gain on sale of YNOT”
in the accompanying statement of operations for the three and six months
        ended
        March 31, 2007 and f or
        the
        period from January 17, 2003 (date of inception) to March 31, 2007 as more
        fully
        described in Note 10.











F
            -8





As
      discussed in Note 8 above, On November 17, 2006 the Company purchased the web
      site www.faceyourmate.com and the related content from Physiognomy, a company
      controlled by then director Don Tolman.


Effective
        November 21, 2006, Don Tolman resigned from our board of directors in order
        to
        pursue his other business ventures. Our board currently consists of our sole
        officer and director James Price who continues to serve as the President
        of
        YNOT.





During
      the six months ending March 31, 2007 the majority shareholder loaned the company
      cash of $97,452 for operating expenses and was repaid a total of
      $30,000.





**NOTE
      10 - DISCONTINUED OPERATIONS**


As
        discussed in Note 9, In September 2007 the Company entered into an agreement
        with Don Tolman by which Mr. Tolman assumed the $150,000 unsecured note payable
        and all related accrued interest in exchange for the Company’s 8,902,287 shares
        of common stock in YNOT.
 
 the
        Company and
        Mr.
        Price entered into a settlement and release agreement pursuant to which the
        Company transferred all of its rights, title and interest in its inventory
        recorded at $906,131 as of March 31, 2007 in settlement of all its obligations
        to Mr. Price, which comprise the Note payable to majority shareholder in
        the
        amount of $862,127, accrued interest payable in the amount of $79,551 and
        all
        non interest bearing advances recorded as “Due to majority shareholder” in the
        the amount of $258,390.
 
 As
        a
        result of these two transactions, the Company has treated the operations
        of its
        Art and Publishing segments as discontinued.
 
 A
        summary
        of the results from discontinued operations for the three and six months
        ended
        March 31, 2007 and 2006 and
        f or
        the
        period from January 17, 2003 (inception) to March 31, 2007 are as
        follows:


**For
                  the Three Months**
              
              **For
                  the Six Months**
              
              **January
                  17,**
                **2003
                  (Inception) through****Ended
                  March 31,**
              
              **Ended
                  March 31,**
              
              **March
                  31,****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **2007**Revenues
              
              $
              847
              
              $
              54,755
              
              $
              2,161
              
              $
              54,755
              
              
              243,683Cost
                  of revenue
              
              
              -
              
              
              154,981
              
              
              -
              
              
              154,981
              
              
              281,731**Gross
                  margin**
              
              
              847
              
              
              (100,226
              )
              
              2,161
              
              
              (100,226
              )
              
              (38,048
              )Operating
                  ExpensesAdvertising
                  and marketing
              
              
              1,895
              
              
              38,652
              
              
              5,841
              
              
              47,614
              
              
              266,495**Loss
                  from discontinued operations**
              
              
              (1,048
              )
              
              (138,878
              )
              
              (3,680
              )
              
              (147,840
              )
              
              (304,543
              )**Gain
                  on sale of YNOT**
              
              
              263,802
              
              
              -
              
              
              263,802
              
              
              -
              
              
              263,802**Total
                  income (loss) from discontinued operations**
              
              $
              262,754
              
              $
              (138,878
              )
              $
              260,122
              
              $
              (147,840
              )
              $
              (40,741
              )




F
          -9




The
      Company has recognized a gain on the sales of the stock of YNOT under the
      caption “Gain on sale of discontinued operations” in the accompanying unaudited
      condensed consolidated statement of operations as follows:




**Liabilities
                    of YNOT assumed in purchase**Royalty
                    payable
                
                $
                498Deferred
                    revenue
                
                
                102,126**Liabilities
                    assumed by Don Tolman:**Note
                    Payable to majority shareholder
                
                
                150,000Accrued
                    interest
                
                
                11,178Gain
                    on sale of YNOT Stock
                
                **$**
                **263,802**


**NOTE
      11 - SEGMENT INFORMATION**





Accounting
      principles generally accepted in the United States of America establish
      disclosures related to components of a company for which separate financial
      information is available and evaluated regularly by the company’s chief
      operating decision makers in deciding how to allocate resources and in assessing
      performance. They also require segment disclosures about products and services
      as well as geographic area.





As
      a
      result of the transactions described in Notes 9 and 10 above, the two segments
      previously identified as Art and Publishing have been discontinued and therefore
      segment data is no longer required.





































F
            -10





**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





**SPECIAL
      NOTE REGARDING FORWARD LOOKING STATEMENTS**





This
      quarterly report on Form 10-QSB, press releases and certain information provided
      periodically in writing or verbally by our officers or our agents contain
      statements which constitute forward-looking statements. The words “may”,
“would”, “could”, “will”, “expect”, “estimate”, “anticipate”, “believe”,
“intend”, “plan”, “goal”, and similar expressions and variations thereof are
      intended to specifically identify forward-looking statements. These statements
      appear in a number of places in this Form 10-QSB and include all statements
      that
      are not statements of historical fact regarding the intent, belief or current
      expectations of us, our directors or our officers, with respect to, among other
      things: (i) our liquidity and capital resources; (ii) our financing
      opportunities and plans; (iii) our ability to generate revenues; (iv)
      competition in our business segments; (v) market and other trends affecting
      our
      future financial condition or results of operations; (vi) our growth strategy
      and operating strategy; and (vii) the declaration and/or payment of
      dividends.





Investors
      and prospective investors are cautioned that any such forward-looking statements
      are not guarantees of future performance and involve risks and uncertainties,
      and that actual results may differ materially from those projected in the
      forward-looking statements as a result of various factors. The factors that
      might cause such differences include, among others, those set forth in Part
      I,
      Item 2 of this quarterly report on Form 10-QSB, entitled “Management’s
      Discussion and Analysis or Plan of Operation”, and including without limitation
      the “Risk Factors” contained in our annual report on Form 10-KSB for the fiscal
      year ended September 30, 2006. Except as required by law, we undertake no
      obligation to update any of the forward-looking statements in this Form 10-QSB
      after the date of this report.





The
      following discussion and analysis of our financial condition, results of
      operations and liquidity should be read in conjunction with our unaudited
      condensed consolidated financial statements for the three months ended March
      31,
      2007 the notes thereto included in Part I, Item 1 of this quarterly report
      on
      Form 10-QSB, and our audited financial statements and the notes thereto and
      Management’s Discussion and Analysis or Plan of Operations contained in our
      annual report on Form 10-KSB for the fiscal years ended September 30, 2006
      and
      2005. Our condensed, consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles, contemplate that
      we
      will continue as a going concern, and do not contain any adjustments that might
      result if we were unable to continue as a going concern, however, our
      independent registered public accounting firm, Hansen, Barnett and Maxwell,
      P.C., has added raised substantial doubt about our ability to continue as a
      going concern in their opinion on our financial statements for the fiscal years
      ended September 30, 2006 and 2005.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our consolidated
      financial statements. We have consistently applied these policies in all
      material respects. Investors are cautioned, however, that these policies are
      not
      guarantees of future performance and involve risks and uncertainties, and that
      actual results may differ materially. Set forth below are the accounting
      policies that we believe most critical to an understanding of our financial
      condition, results of operations and liquidity.





**Use
      of Estimates**





The
      preparation of our unaudited condensed consolidated financial statements in
      conformity with generally accepted accounting principles requires management
      to
      make certain estimates and assumptions that affect the amounts of assets,
      liabilities, revenues and expenses reported in our unaudited condensed
      consolidated financial statements and the accompanying notes. We evaluate our
      estimates on an ongoing basis, and make our estimates and assumptions based
      on
      actual historical experience which we believe to be reasonable under the
      circumstances at that time. Actual results may differ materially from our
      current estimates.














1





**Inventory**





Inventory
      is recorded at the lower of cost or market value.





**Revenue
      Recognition**





We
      derive
      revenues from direct and consignment sales of collectible, investment grade
      works of art, and from individual and corporate-oriented publishing
      services.





We
      recognize revenues based on the various types of transactions generating the
      revenue. We recognize art revenue when persuasive evidence of an arrangement
      exists, services have been rendered or products have been delivered, the price
      to the buyer is fixed and determinable, and collectibility is reasonably
      assured.





We
      recognize revenues for published products distributed through wholesale and
      retail channels and through resellers upon verification of final sell-through
      to
      end users, after consideration of rights of return and price protection.
      Typically, the right of return on such products has expired when the end user
      purchases the product from the retail outlet. Once the end user opens the
      package, it is not returnable unless the medium is defective.





**Income
      Taxes**





We
      account for income taxes using an asset and liability approach. We recognize
      an
      asset or liability for the deferred tax consequences of all temporary
      differences between the tax basis of assets or liabilities and their reported
      amounts in the consolidated financial statements that will result in taxable or
      deductible amounts in future years when the reported amounts of the asset or
      liabilities are recovered or settled. Deferred tax assets or liabilities are
      measured using the enacted tax rates that will be in effect when the differences
      are expected to reverse. Deferred tax assets are reviewed periodically for
      recoverability, and valuation allowances are provided as necessary.





**OVERVIEW**





We
      are a
      development stage company. We have historically conducted our operations through
      two primary divisions: Benacquista Fine Art and Benacquista
      Publishing.





·
            Benacquista
                Fine Art offers direct and consignment sales of collectible, investment
                grade works of art, including limited edition prints, and original
                paintings and sculptures, through our website
                www.benacquistafineart.com.





·
            Benacquista
                Publishing offers individual publishing services as well as a suite
                of
                corporate visibility, public relations and corporate financing
                services.





We
      were
      originally incorporated on January 17, 2003 in accordance with the laws of
      the
      State of Nevada as Benacquista Galleries, Inc. On July 28, 2005 our common
      shares commenced trading on the OTC Bulletin Board (owned and operated by the
      Nasdaq Stock Market, Inc.) and are currently quoted under the symbol
“BAQU”.





On
      September 29, 2005 we entered into an agreement with YNOT Education, Inc. a
      Nevada corporation, to acquire the website www.ynoteduk8.com in exchange for
      a
      $150,000 unsecured promissory note bearing interest at a rate of five percent
      (5%) per annum.





On
      September 29, 2005 we also entered into an exclusive publishing and royalty
      agreement with our director, Don Tolman, to publish certain of his health and
      educational related books and materials, including the *Farmacist
      Desk Reference* (the
“FDR TM ”).





On
      October 10, 2005 we incorporated YNOT Eduk8 Inc., as a wholly owned subsidiary,
      under the laws of the State of Nevada, in order to pursue certain business
      opportunities related to our acquisition of the website www.ynoteduk8.com,
      and
      any opportunities related to future creative works of Don Tolman, should such
      opportunities arise.








2





In
      February 2006 we initiated a share buyback program, with the intention of
      repurchasing 200,000 shares of our common stock over a period of nine to twelve
      months at then current bid prices as reported on the OTC Bulletin Board. As
      of
      the date of this quarterly report on Form 10-QSB for the three months ended
      December 31, 2006 we have repurchased 2,400 shares of our common stock at an
      average price per share of $4.11.





On
      November 17, 2006 we entered into an asset purchase agreement (the “Asset
      Purchase Agreement”) with Physiognomy Interface Technologies, Inc., a
      privately-held Nevada corporation (“Physiognomy”), of which our director, Don
      Tolman, is President. Under the terms of the Asset Purchase Agreement we
      acquired Physiognomy’s web-based interactive dating service, including the
      website www.faceyourmate.com and all intellectual property and content related
      thereto, in exchange for a $5,000 lump sum payment.





On
      January 8, 2007, we consolidated our authorized common shares on a one-for-ten
      basis, with a corresponding reduction in our common shares issued and
      outstanding as of that date. Unless otherwise noted, all references to the
      number of common shares included in this quarterly report on Form 10-QSB for
      the
      three month period ended March 31, 2007 are stated on a post-consolidated basis
      for all periods presented. Per share amounts have also been restated for the
      share consolidation.





On
      March
      13, 2007, the Company’s Board of Directors declared a dividend of the common
      stock of YNOT, its subsidiary. The stock dividend was paid at the rate of one
      share of YNOT stock for each share of the Company common stock owned. YNOT
      issued an aggregate of 1,100,103 shares of its common stock and as a result,
      the
      Company owned an aggregate of 8,902,287 shares comprising approximately 89%
      of
      the outstanding shares of YNOT as of that date.





On
      March
      27, 2007 we sold our interest of 8,902,287 shares in our YNOT subsidiary
      pursuant to a series of agreements to Don Tolman for aggregate consideration
      comprised of the assumption of certain liabilities totaling
      $263,802.





On
      April
      10, 2007, the Company and
      Mr.
      Price entered into a settlement and release agreement pursuant to which the
      Company transferred all of its right, title and interest in its inventory
      recorded at $906,131 as of March 31, 2007 in settlement of any and all of its
      remaining obligations as of that date payable to Mr. Price comprised of the
      Note
      payable to majority shareholder in the principal amount of $862,127 plus all
      related accrued interest payable thereon, as well as all non interest bearing
      advances recorded as “Due to majority shareholder” in the accompanying balance
      sheet made by Mr. Price as of that date.





As
      a
      result of the March 27, 2007 and April 10, 2007 transactions described in the
      previous paragraphs, the Benacquista Fine Art and Benacquista Publishing
      divisions have been discontinued.





Therefore,
      as of April 10, 2007, the sole remaining business in the company consists of
      the
      Physiognomy technology and www.faceyourmate.com web domain. No development
      has
      occurred of this technology since its purchase by the Company. The Company
      is
      currently in the process of evaluating the commercial potential of the
      Physiognomy technology as well as exploring other potential business
      opportunities.









































3





**RESULTS
      OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2007 AND
      2006**





**Revenues**





There
      were no revenues for the quarters ended March 31, 2007 and 2006.





**General
      and Administrative Expenses**





General
      and administrative expenses principally include salary expenses, professional
      fees, investor relations fees, rent and general corporate overheads. General
      and
      administrative expenses for the three months ended March 31, 2007 decreased
      $8,353 to $35,893 from $44, 246 for the three months ended March 31, 2006.
      The
      decrease is due to decreased salaries and general corporate overheads partially
      offset by increases in professional fees.





In
      January 2003, we issued a warrant to purchase up to 100,000 shares of our common
      stock at a price of $10.00 per share. During the period of August 17, 2005
      through September 7, 2005 the warrant was exercised and we received
      consideration in the form of certain promissory notes bearing interest at a
      rate
      of five percent (5%) per annum and payable in full on or before January 31,
      2008
      (the “Notes”). Our interest income from the Notes decreased $7,954, to $3,607
      for the three months ended March 31, 2007 from $11,562 for the three months
      ended March 31, 2006. The decrease is attributable to a decrease in the average
      outstanding balance on the Notes for the three months ended March 31, 2007
      as
      compared to the three months ended March 31, 2006.





**RESULTS
      OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED MARCH 31,
      2007**





**Revenues**





There
      were no revenues for the six months ended March 31, 2007 and 2006.




**Research
      and Development Expenses**





Research
      and development expenses were $5,000 for the six months ended March 31, 2007,
      due to a lump sum payment made to Physiognomy Interface Technologies, Inc.,
      in
      exchange for Physiognomy’s interactive dating website, www.faceyourmate.com, and
      all intellectual property and content related thereto. There was no amount
      for
      the six months ended March 31, 2006.





**General
      and Administrative Expenses**





General
      and administrative expenses principally include salary expenses, professional
      fees, investor relations fees, rent and general corporate overheads. General
      and
      administrative expenses increased $20,882 to $89,637 for the six months ended
      March 31, 2007 from $68,755 for the six months ended March 31, 2006. This
      increase is primarily attributable to an increase in professional service fees
      related to regulatory and reporting obligations associated with our being a
      public company.





**Other
      Income and Expenses**





Other
      income and expenses principally include interest expenses, interest income
      and
      forgiveness of debt.





Interest
      expenses decreased $83 to $25,151 for the six months ended March 31, 2007 from
      $25,234 for the six months ended March 31, 2006. The expense is all related
      to
      the balance owed to our Chief Executive Officer and majority shareholder, James
      Price.








4





In
      January 2003, we issued a warrant to purchase up to 100,000 shares of our common
      stock at a price of $10.00 per share. During the period of August 17, 2005
      through September 7, 2005 the warrant was exercised and we received
      consideration in the form of certain promissory notes bearing interest at a
      rate
      of five percent (5%) per annum and payable in full on or before January 31,
      2008
      (the “Notes”). Our interest income from the Notes decreased $16,869 to $7,295
      for the six months ended March 31, 2007 from $24,164 for the six months ended
      March 31, 2006. The decrease is attributable to a decrease in the average
      outstanding balance on the Notes for the six months ended March 31, 2007 as
      compared to the six months ended March 31, 2006.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007 we had $502 of cash on hand. Historically, we have funded our
      operations primarily through advances from our Chief Executive Officer and
      majority shareholder, James Price, proceeds from the exercise of warrants,
      and
      sales of our collectible, investment grade works of art and the *Farmacist’s
      Desk Reference* .





For
      the
      six months ended March 31, 2007 we received cash advances from our Chief
      Executive Officer and majority shareholder totaling $97,452 and payments to
      totaling $30,000.





There
      remains an outstanding principal balance of $292,596 on a note receivable from
      Monarch Consulting related to the exercise of certain warrants. There were
      no
      payments made under the Notes during the six months ended March 31, 2007. On
      April 6, 2007, the Company entered into a
      settlement and release agreement with
      Monarch Consulting pursuant
      to which the Company released Monarch from its remaining obligations under
      the
      terms of the Note in exchange for the return of twenty-five thousand (25,000)
      of
      its common stock acquired by Monarch upon exercise of the Warrant.





We
      do not
      believe that our current financial resources are sufficient to meet our working
      capital needs over the next twelve months and, accordingly, we will need to
      secure additional external financing to continue our operations. We may seek
      to
      raise additional capital though private equity or debt financings and further
      shareholder loans. As
      of the
      date of this quarterly report on Form 10-QSB for the six months ended March
31,
      2007, we have
      obtained verbal commitments from our Chief Executive Officer and majority
      shareholder to make further capital advances to fund our operations; however,
      there can be no assurance that those further capital advances, if and when
      made,
      will be sufficient to sustain our required level of operations. Moreover, there
      can be no assurance that we will be able to secure additional external
      financing, or, if we are able to secure such external financing, that it will
      be
      on terms favorable, or even acceptable, to us. If necessary, we may explore
      strategic alternatives, including a merger, asset sale, joint venture or other
      comparable transactions. Any inability to achieve or sustain profitability
      or
      otherwise secure external financing or locate a strategic partner would have
      a
      material adverse effect on our business, financial condition, and results of
      operations, raising substantial doubts as to our ability to continue as a going
      concern, and we may ultimately be forced to seek protection from creditors
      under
      the bankruptcy laws or cease operations.





Our
      short-term prospects are challenging considering our lack of financial
      resources. In the absence of additional financing, sales of works of art,
      educational products or publishing services, or locating a strategic partner
      willing to finance further product development, our short-term and long-term
      prospects for growth are minimal.





**Recently
      Issued Accounting Pronouncements**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statements of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value
      Measurements.” SFAS No. 157 defines fair value, establishes a framework for
      measuring fair value, and expands disclosures about fair value measurements.
      This statement applies under other accounting pronouncements that require or
      permit fair value measurements. However, it does not apply to SFAS No. 123(R),
      “Share-Based Payment.” This statement shall be effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. Earlier application is encouraged,
      provided that the reporting entity has not issued financial statements for
      that
      fiscal year, including any financial statements for an interim period within
      that fiscal year. The provisions of this statement should be applied
      prospectively as of the beginning of the fiscal year in which this Statement
      is
      initially applied, except in some circumstances where impact, if any, that
      the
      adoption of SFAS No. 157 will have on our condensed consolidated financial
      statements.








5





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Post-Retirement Plans, amending SFAS No. 87,
      Employers’ Accounting for Pensions, SFAS No. 88, Employers’ Accounting for
      Settlements and Curtailments of Defined Benefit Pension Plans and for
      Termination Benefits, SFAS No. 106,  Employers’
      Accounting for Postretirement Benefits Other than Pensions,” and SFAS No.
      132(R), “Employers’ Disclosures about Pensions and Other Postretirement
      Benefits.” SFAS No. 158 requires recognition of the overfunded or underfunded
      status of a defined benefit postretirement plan (other than a multiemployer
      plan) as an asset or liability in a reporting entity’s statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income. It also requires an employer to
      measure the funded status of a plan as of the date of its year-end statement
      of
      financial position. The statement is effective as of the end of the fiscal
      year
      ending after December 15, 2006. The adoption of SFAS No. 158 is not expected
      to
      have a material impact on our condensed consolidated financial
      statements.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin (“SAB”) 108, “Considering the Effects of Prior year Misstatements When
      Quantifying Misstatements in Current Year Financial Statements.” SAB 108
      clarifies the staff’s position regarding the process of quantifying financial
      statement misstatements. More specifically, the staff noted that certain
      registrants do not consider the effects of prior year errors on current year
      financial statements, thereby allowing improper assets or liabilities to remain
      unadjusted. The staff believes this approach is not in the best interests of
      the
      users of the financial statements. SAB 108 is effective for fiscal years ending
      on or after November 15, 2006, with earlier adoption encouraged. At present,
      we
      evaluating the impact, if any, that the adoption of SAB 108 will have on our
      condensed consolidated financial statements.




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities", including an amendment of FASB
      Statement No. 115 SFAS 159. This pronouncement permits entities to choose to
      measure many financial instruments and certain other items at fair value that
      are not currently required to be measured at fair value. SFAS 159 is effective
      as of the beginning of an entity's first fiscal year that begins after November
      15, 2007. The impact of adopting SFAS 159 on our condensed consolidated
      financial statements, if any, has not yet been determined.






**ITEM
      3. CONTROLS AND PROCEDURES.**





**DISCLOSURE
      CONTROLS AND PROCEDURES**





We
      maintain disclosure controls and procedures designed to ensure that the
      information required to be disclosed in our reports filed or submitted under
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported in a timely manner as specified in the rules and forms set forth
      by
      the United States Securities and Exchange Commission. These controls and
      procedures are designed to ensure that the information required to be disclosed
      in our reports is accumulated and communicated to our management, including
      our
      Chief Executive Officer and Principal Financial Officer, or other persons
      performing similar functions, as appropriate, so as to allow timely decisions
      regarding required disclosure.





An
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures was carried out by our Chief Executive Officer and
      Principal Financial Officer, James Price, as of the end of the fiscal quarter
      covered by this quarterly report on Form 10-QSB. Based on this evaluation,
      our
      Chief Executive Officer and Principal Financial Officer has concluded that
      our
      disclosure controls and procedures are effective and designed to ensure that
      the
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange Act, is recorded, processed, summarized and reported within the
      requisite time periods.





During
      the course of his evaluation our Chief Executive Officer and Principal Financial
      Officer did not discover any fraud involving management or any other personnel
      who play a significant role in our disclosure controls and procedures.
      Furthermore, because there were no significant deficiencies and/or material
      weaknesses discovered no remedial measures were necessary or taken during the
      period covered by this report to correct any such deficiencies.









6




**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**





No
      changes in our disclosure controls and procedures, internal controls over
      financial reporting or other factors have occurred during the fiscal quarter
      covered by this report that would materially affect or be reasonably likely
      to
      materially affect our disclosure controls and procedures or internal controls
      over financial reporting.


















































































7





**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**





None.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**





There
      were no reportable events under this Item 2 during the quarterly period ended
      March 31, 2007.





**ITEM
      3. DEFAULT UPON SENIOR SECURITIES.**





There
      were no reportable events under this Item 3 during the quarterly period ended
      March 31, 2007.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.**





There
      were no matters submitted to a vote of our stockholders, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2007.




**ITEM
      5. OTHER INFORMATION.**





There
      were no reportable events under this Item 5 during the quarterly period ended
      March 31, 2007.






























































8





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K.**





(a)
            Exhibits





**No.**
            **Description
                of Exhibit**





3(i)(1)
            Articles
                of Incorporation of Benacquista Galleries Inc., dated January 17,
                2003,
                incorporated by reference to Exhibit 3.1 on Form SB-2 filed March
                31,
                2003.





3(i)(2)
            Certificate
                of Change to Articles of Incorporation of Benacquista Galleries Inc.,
                dated December 27, 2006, incorporated by reference to Exhibit 3(i)(2)
                on
                Form 10-KSB filed January 16, 2007.





3(ii)
            By-laws
                of Benacquista Galleries Inc., dated January 17, 2003, incorporated
                by
                reference to Exhibit 3.2 on Form SB-2 filed March 31,
                2003.





10.1
            Asset
                Acquisition Agreement betweenBenacquista
                Galleries Inc. and YNOT Education, Inc., datedSeptember
                29, 2005, incorporated by reference to Exhibit 10.1 on Form 8-K filed
                September 30, 2005.





10.2
            Royalty
                Agreement betweenBenacquista
                Galleries Inc. and Don Tolman, dated September 29, 2005,incorporated
                by reference to Exhibit 10.2 on Form 8-K filed September 30,
                2005.





10.3
            Form
                of Co-Marketing and Exclusive Distribution Agreement betweenBenacquista
                Galleries Inc. and ArtTrader.org, dated October 6, 2005, incorporated
                by
                reference to Exhibit 10.3 on Form 10-KSB filed January 16,
                2007.





10.4
            Form
                of Exclusive Artist Acquisition Agreement betweenBenacquista
                Galleries Inc. and ArtTrader.org, dated October 12, 2005, incorporated
                by
                reference to Exhibit 10.4 on Form 10-KSB filed January 16,
                2007.





10.5
            Asset
                Purchase Agreement betweenBenacquista
                Galleries Inc. and Physiognomy Interface Technologies, Inc., dated
                November 17, 2006, incorporated by reference to Exhibit 10.5 on Form
                10-KSB filed January 16, 2007.





10.6
            Stock
                Purchase AgreementBenacquista
                Galleries Inc. and Whole In One Products, Inc., dated December 18,
                2006,
                incorporated by reference to Exhibit 10.6 on Form 10-KSB filed January
                16,
                2007.





31.1
            Certification
                ofBenacquista
                Galleries Inc. Chief Executive Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a). FILED
                HEREWITH





31.2
            Certification
                ofBenacquista
                Galleries Inc. Chief Financial Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a). FILED
                HEREWITH





32.1
            Certification
                ofBenacquista
                Galleries Inc. Chief Executive Officer, James Price,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                Chapter
                63 of Title 18 of the United States Code (18 U.S.C. 1350).
                FILED HEREWITH.





32.2
            Certification
                ofBenacquista
                Galleries Inc. Chief Financial Officer, James Price,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                Chapter
                63 of Title 18 of the United States Code (18 U.S.C. 1350).
                FILED HEREWITH.








(b)
      REPORTS ON FORM 8-K





The
      following reports on Form 8-K were filed by the Company during the fiscal
      quarter ended March 31, 2007:







9





On
      January 2, 2007, the Company filed a report on Form 8-K under Item 3.03 Material
      Modification to Rights of Security Holders stating in part:





On
      December 21, 2006, Benacquista Galleries, Inc. (the “Company’) filed a Current
      Report on Form 8-K announcing a planned reverse stock split (the
“Consolidation”) of the authorized common shares of the Company, par value
      $0.001, and a corresponding reduction in the Company’s issued and outstanding
      common shares. The Consolidation was to be effective as of 12:01 a.m. on January
      2, 2007, with a ratio of one consolidated share for each ten pre-consolidated
      shares, however, due the closing of Nasdaq on January 2, 2007, to mark the
      death
      of former U.S. President Gerald Ford, and to certain administrative errors,
      the
      Consolidation will now take effect as of 12:01 a.m. on January 8, 2007 (the
      “Effective Date”), with the Company’s new common shares to commence trading on
      the OTC Bulletin Board effective at the opening of trading on January 8, 2006
      under the symbol “BAQU”. No fractional shares will be issued. Registered
      shareholders as of the Effective Date who are otherwise entitled to a fractional
      share interest as a result of the Consolidation will be entitled to receive
      a
      full share in lieu of any such fractional interest.





On
      January 3, 2007, the Company filed a report on Form 8-K under Item 4.02
      Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
      or Completed Interim Review, stating in part:





On
      December 29, 2006, our management and board of directors, in consultation with
      Hansen, Barnett & Maxwell, P.C., our independent registered accounting firm,
      determined that we would revise our previously issued balance sheets, statements
      of operations, statements of stockholders’ deficit, and statements of cash flows
      for the fiscal year ended September 30, 2005 and each of the three month periods
      ended December 31, 2005, March 31, 2006 and June 30, 2006 (collectively, the
      “Adjusted Periods”), and concluded that such previously issued financial
      statements, including the auditor’s reports thereon, should no longer be relied
      upon.





On
      February 8, 2007, the Company filed a report on Form 8-K under Item 1.02
      Termination of a Material Definitive Agreement, stating in part:





As
      previously disclosed, on December 18, 2006 Benacquista Galleries, Inc. (the
      “Company”), entered into a stock purchase agreement (the “Stock Purchase
      Agreement”) with Whole In One Products, Inc. (“Whole In One”), a privately-held
      Nevada corporation, for the purchase of four million nine hundred thousand
      (4,900,000) unregistered shares of Whole In One’s common stock (the “Common
      Shares”) in consideration of certain services performed and funds in the
      aggregate amount of ten thousand dollars ($10,000) (the “Purchase
      Price”).





On
      February 2, 2007, as a consequence of certain subsequent events, the Company
      and
      Whole In One entered into a second agreement (the “Agreement”), voiding ab
      initio the Stock Purchase Agreement and restoring each party to its respective
      position prior to execution and delivery of the Stock Purchase Agreement. In
      accordance with to the terms and conditions of the Agreement Whole In One will
      repay the Purchase Price to the Company in exchange for the Company’s return of
      Whole In One’s Common Shares. No penalties will have been incurred by Whole In
      One or the Company in connection with the Agreement, and each party has
      undertaken to bear its own expenses.





On
      March
      30, 2007, the Company filed a report on Form 8-K under Item 1.01 Entry into
      a
      Material Definitive Agreement, Stating in Part:





On
      March
      27, 2007 Benacquista Galleries, Inc. (the “Company”), entered into an agreement
      by and among YNOT Eduk8, Inc., a Nevada corporation (“YNOT”), of which the
      Company is the majority shareholder, and Don Tolman (“Tolman”) the President of
      YNOT, for the sale of eight million nine hundred two thousand two hundred
      eighty-seven (8,902,287) shares of YNOT’s common stock, representing the
      Company’s entire interest in YNOT, to Tolman in exchange for Tolman’s assumption
      of all rights, obligations and duties of the Company in, to and under the terms
      of a certain unsecured promissory note issued on September 29, 2005 in the
      amount of one hundred fifty thousand dollars ($150,000) and bearing interest
      at
      a rate of five percent (5%) per annum.








10





**Signatures**





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





Date:
                May 21, 2007**BENACQUISTA
                GALLERIES, INC.**By:
            */s/
                James
                Price*James
                PriceChief
                Executive Officer &Chief
                Financial Officer

































































11