**UNITED
        STATES**
  **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-QSB/A**
 
 **Amendment
        No. 1**
 
 (Mark
        One)
 
 **[X]**
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        quarterly period ended December 31, 2005
 
 **[ 
                ]**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        transition period from ___________ to ___________
 
 Commission
        File No. 0-51107
 
 
 
 **Benacquista
        Galleries, Inc.**
 (Exact
        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 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
        February 12, 2006 the registrant had outstanding 1,100,113 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.
              5**PART
                  II**ITEM
                  1. Legal Proceedings.
              6ITEM
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              6ITEM
                  3. Default Upon Senior Securities.
              6ITEM
                  4. Submission of Matters to a Vote of Security Holders.
              6ITEM
                  5. Other Information.
              6ITEM
                  6. Exhibits.
              7
 
 
 
 
 
 
 
 
 
 
 
  
  **PART
        I - FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS**
 **BENACQUISTA
        GALLERIES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **(UNAUDITED)**
  **December
                  31,**
              
              **September
                  30,****2005**
              
              **2005****ASSETS****Current
                  Assets**Cash
              
              $
              2,479
              
              $
              507Deposit
                  on books
              
              
              65,000
              
              
              -Inventory
              
              
              881,702
              
              
              841,377Accrued
                  interest receivable
              
              
              16,849
              
              
              4,247**Total
                  Current Assets**
              
              
              966,030
              
              
              846,131**Total
                  Assets**
              
              **$**
              **966,030**
              
              **$**
              **846,131****LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****Current
                  Liabilities**Accounts
                  payable
              
              $
              26,069
              
              $
              26,386Accrued
                  interest payable
              
              
              127,987
              
              
              114,971Unearned
                  income
              
              
              65,000
              
              
              -Due
                  to majority shareholder
              
              
              154,035
              
              
              81,000Note
                  payable to majority shareholder
              
              
              1,012,127
              
              
              1,012,127**Total
                  Current Liabilities**
              
              
              1,385,218
              
              
              1,234,484**Long-Term
                  Liabilities**
              
              
              -
              
              
              -**Total
                  Liabilities**
              
              
              1,385,218
              
              
              1,234,484**Stockholders'
                  Deficit**Common
                  Stock- $0.001 par value; 5,000,000 sharesauthorized;
                  1,100,113 and 1,000,113 sharesissued
                  and outstanding respectively
              
              
              1,100
              
              
              1,100Additional
                  paid-in-capital
              
              
              1,105,008
              
              
              1,101,958Stock
                  subscription receivable
              
              
              (1,000,000
              )
              
              (1,000,000
              )Deficit
                  accumulated during the development stage
              
              
              (525,296
              )
              
              (491,411
              )**Total
                  Stockholders' Deficit**
              
              
              (419,188
              )
              
              (388,353
              )**Total
                  Liabilities and Stockholders' Deficit**
              
              **$**
              **966,030**
              
              **$**
              **846,131**
 
 
 
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  F
            -1
  **BENACQUISTA
        GALLERIES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
  **For
                    the Three Months Ended**December 31,
              
              **January
                          17,**2003(Inception)throughDecember
                  31,**2005**
              
              **2004**
              
              **2005**Revenues
              
              $
              -
              
              $
              -
              
              $
              136,000Cost
                  of revenues
              
              
              -
              
              
              -
              
              
              126,750Gross
                  profit
              
              
              -
              
              
              -
              
              
              9,250Operating
                  ExpensesAdvertising
                  and marketing expense
              
              
              8,963
              
              
              -
              
              
              158,963General
                  and administrative expense
              
              
              24,508
              
              
              30,043
              
              
              264,445Total
                  Operating Expenses
              
              
              33,471
              
              
              30,043
              
              
              423,408Loss
                  from Operations
              
              
              (33,471
              )
              
              (30,043
              )
              
              (414,158
              )Other
                  Income (Expense)Interest
                  income
              
              
              12,603
              
              
              -
              
              
              16,849Interest
                  expense
              
              
              (13,017
              )
              
              (10,777
              )
              
              (127,987
              )Total
                  Other Income (Expense)
              
              
              (414
              )
              
              (10,777
              )
              
              (111,138
              )Net
                  Loss
              
              $
              (33,885
              )
              $
              (40,820
              )
              $
              (525,296
              )Basic
                  and Diluted Loss per Share
              
              $
              (0.03
              )
              $
              (0.04
              )Weighted
                    average numberof shares outstanding
              
              
              1,100,113
              
              
              1,000,113
 
 
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  F
            -2
  **BENACQUISTA
        GALLERIES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        CONSOLIDATED STATEMENT OF CASHFLOWS**
 **(UNAUDITED)**
 
 **For
                    the Three Months Ended**December 31,
              
              **January
                          17,**2003(Inception)throughDecember
                  31,**2005**
              
              **2004**
              
              **2005****Cash
                  Flows From Operating Activities**Net
                  Loss
              
              $
              (33,885
              )
              $
              (40,820
              )
              $
              (525,296
              )Adjustments
                  to reconcile net loss toNet
                  Cash From Operating Activities:Advertising
                  expense - web content purchase
              
              
              
              
              
              
              
              
              150,000Changes
                  in operating assets and liabilitiesDeposits
                  on books
              
              
              (65,000
              )
              
              -
              
              
              (65,000
              )Inventory
              
              
              (40,325
              )
              
              -
              
              
              (19,575
              )Accrued
                  interest receivable
              
              
              (12,602
              )
              
              -
              
              
              (16,849
              )Accounts
                  payable
              
              
              (317
              )
              
              (713
              )
              
              26,069Accrued
                  interest payable
              
              
              13,016
              
              
              10,777
              
              
              127,987Unearned
                  income
              
              
              65,000
              
              
              -
              
              
              65,000**Net
                  Cash From Operating Activities**
              
              
              (74,113
              )
              
              (30,756
              )
              
              (257,664
              )**Cash
                  Flows From Investing Activities**
              
              
              -
              
              
              -
              
              
              -**Cash
                  Flows From Financing Activities**Capital
                  contribution from majority shareholders
              
              
              3,050
              
              
              -
              
              
              96,108Advances
                  from majority shareholder
              
              
              73,035
              
              
              20,250
              
              
              154,035Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              10,000**Net
                  Cash From Financing Activities**
              
              
              76,085
              
              
              20,250
              
              
              260,143**Net
                  Change in Cash**
              
              
              1,972
              
              
              (10,506
              )
              
              2,479**Cash
                  at Beginning of Period**
              
              
              507
              
              
              30,302
              
              
              -**Cash
                  at End of Period**
              
              $
              2,479
              
              $
              19,796
              
              $
              2,479**Non-Cash
                  Financing Activities**Acquisition
                    of inventory by issuanceof note payable to majority
                    shareholder
              
              $
              -
              
              $
              -
              
              
              862,127Shares
                    underlying warrants issuedfor notes receivable
              
              $
              -
              
              $
              -
              
              $
              1,000,000Acquistion
                    of web content by issuance ofnote payable to majority
                    shareholder
              
              $
              -
              
              $
              -
              
              $
              150,000
 
 
 
 The
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements.
  F
            -3
  **BENACQUISTA
        GALLERIES, INC. AND SUBSIDIARY**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO UNAUDITED, CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **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. YNOT Eduk8,
        Inc.
        has no business activity since inception to December 31, 2005. 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”). The majority shareholder of the Company is Mr. James
        Price, our Chief Executive Officer and Chairman of the Board, who owns
        approximately 81.5% of the outstanding common stock of the Company as of
        December 31, 2005.
 
 ***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, 2005 are not necessarily indicative
        of the
        results that may be expected for the year ending September 30, 2006. The
        accompanying financial statements should be read in conjunction with the
        Company’s annual financial statements as of September 30, 2005 filed with form
        10-KSB/A.
  **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. 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 December 31, 2005 and September 30, 2005.
  ***Inventory*** —
        Inventory is stated at the lower of cost or market.
 
 ***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 three
        months ended December 31, 2005 and 2004 was $8,963 and $0,
        respectively.
 
 
  F
            -4
  ***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. As of December
        31, 2004, there was an outstanding warrant to purchase up to 100,000 common
        shares that is not included in the computation of diluted net loss per share
        as
        the effect would be anti-dilutive due to losses of the Company. The warrant
        was
        exercised in the fiscal year ended September 30, 2005 and, as such there
        are no
        potentially dilutive securities as of December 31, 2005.
  ***Recently
        Issued Accounting Pronouncements***
  In
        February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid
        Financial Instruments”, which is an amendment of SFAS Nos. 133 and 140. This
        statement (a) permits fair value remeasurement for any hybrid financial
        instrument that contains an embedded derivative that otherwise would require
        bifurcation, (b) clarifies which interest-only strip and principal-only strip
        are not subject to the requirements of SFAS No. 133, (c) establishes a
        requirement to evaluate interests in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation, (d)
        clarifies that concentrations of credit risk in the form of subordination
        are
        not embedded derivatives, (e) amends SFAS No. 140 to eliminate the prohibition
        on a qualifying special-purpose entity from holding a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. This statement is effective for financial statements
        for
        fiscal years beginning after September 15, 2006. Earlier adoption of this
        statement is permitted as of the beginning of an entity’s fiscal year, provided
        the entity has not yet issued any financial statements for that fiscal year.
        The
        adoption of this standard is not expected to have a material impact on the
        Company’s financial statements.
 
 **NOTE
        3 - RESTATEMENT**
 
 Certain
        adjustments were made at December 31, 2005 and as such, the financial statements
        have been restated to reflect said adjustments as described in the following
        paragraphs.
 
 Salary
        expense for the services provided by our sole Officer James Price has been
        recorded in the amount of $18,750 for the three months ended December 31,
        2005.
        In addition, Mr. Price leases office facilities at his home under a month
        to
        month agreement for rent of $500 per month totaling $1,500 for the three
        months
        ended December 31, 2005. The restatement was included in “General and
        administrative expenses” in the accompanying Statements of Operations for the
        three months ended December 31, 2005 and 2004 with the related liability
        recorded as “Due to majority shareholder” in the balance sheets for the
        respective periods.
 
 In
        addition, the Company recorded the correction of the fiscal 2005 issuance
        of
        100,000 shares of common stock related to the exercise of warrants at a price
        of
        $10.00 per share in exchange for certain notes in the aggregate principal
        amount
        of $1,000,000 which bear interest at 5% and are due January 2008 with no
        interim
        principal or interest payments required. The Company recorded the issuance
        of
        the stock, the receipt of the notes and the related interest income. The
        transaction had previously been recorded in the March 31, 2006
        10-QSB.
 
  F
            -5
  The
        effects of the restatement items described above for December 31, 2005 and
        for
        the three months then ended are shown on the following table:
 
 **As
                  Originally**
              
              **Effect
                  of****Reported**
              
              **Restatement**
              
              **As
                  Restated****Balance
                  Sheet**Accrued
                  interest receivable
              
              $
              -
              
              $
              16,849
              
              $
              16,849Total
                  Assets
              
              
              949,181
              
              
              16,849
              
              
              966,030Accrued
                  interest payable
              
              
              127,965
              
              
              22
              
              
              127,987Due
                  to shareholder
              
              
              -
              
              
              154,035
              
              
              154,035Note
                  payable to majority shareholder
              
              
              1,064,912
              
              
              (52,785
              )
              
              1,012,127Total
                  Current Liabilities
              
              
              1,283,946
              
              
              101,272
              
              
              1,385,218Total
                  Liabilities
              
              
              1,283,946
              
              
              101,272
              
              
              1,385,218Common
                  Stock
              
              
              1,000
              
              
              100
              
              
              1,100Additional
                  Paid in Capital
              
              
              105,108
              
              
              999,900
              
              
              1,105,008Stock
                  subscription receivable
              
              
              -
              
              
              (1,000,000
              )
              
              (1,000,000
              )Deficit
                  accumulated during the development stage
              
              
              (440,873
              )
              
              (84,423
              )
              
              (525,296
              )Total
                  Shareholder's Deficit
              
              
              (334,765
              )
              
              (84,423
              )
              
              (419,188
              )Total
                  Liabilities and Shareholder's Deficit
              
              $
              949,181
              
              $
              16,849
              
              $
              966,030**Statement
                  of Operations**General
                  and administrative expenses
              
              $
              4,258
              
              $
              20,250
              
              $
              24,508Total
                  operating expenses
              
              
              13,221
              
              
              20,250
              
              
              33,471Loss
                  from operations
              
              
              (13,221
              )
              
              (20,250
              )
              
              (33,471
              )Interest
                  expense
              
              
              (12,995
              )
              
              (22
              )
              
              (13,017
              )Interest
                  income
              
              
              -
              
              
              12,603
              
              
              12,603Net
                  Loss
              
              $
              (26,216
              )
              $
              (7,669
              )
              $
              (33,885
              )Basic
                  and diluted loss per share
              
              $
              (0.03
              )
              
              
              
              $
              (0.03
              )Weighted
                    average shares outstanding -Basic and diluted
              
              
              1,000,000
              
              
              
              
              
              1,100,113
  **NOTE
        4**  **-**  **GOING
        CONCERN**
 
 ***Business
        Condition*** —
The
        Company is a new company with 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 three months ended December 31, 2005, the Company incurred a net
        loss
        of $33,885 and it had negative cash flows from operations of $74,113. In
        addition, the Company had a deficit accumulated in the development stage
        of
        $525,296 as of December 31, 2005. This situation raises substantial doubt
        about
        its ability to continue as a going concern. The Company plans to fund its
        operations with revenues from the sale of art inventory on its interim website
        and publication and wholesale sales of the “Farmacist Desk Reference”. The
        Company’s 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.
 
  F
            -6
  **NOTE
        5**  **-**  **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. Appraisals are performed annually or more often
        as
        deemed appropriate. On September 30, 2005, Ted Robertson, appraiser, appraised
        the works of art and provided a current market value of $1,227,500. Additional
        art (29 pieces) was purchased during the first quarter with a cost basis
        of
        $40,325.
 
 ***Composition*** —
Art
        inventory as of December 31, 2005 and September 30, 2005 is composed of 65
        and
        36 pieces of art, respectively, consisting of oil-on-canvas, lithograph and
        pastel paintings, bronze and ceramic sculptures and other miscellaneous
        items.
 
 **NOTE
        6**  **-**  **UNEARNED
        REVENUE**
 
 An
        order
        was placed in December to have 5,000 Farmacist Desk References printed for
        $25.90 per book; shipment is expected in February 2006. A deposit of $65,000
        was
        paid to the printer with the balance due upon shipment. A deposit received
        of
        $65,000 is reflected as “Unearned Income”. Royalty payments of $1.00 per book
        for each book sold will be due monthly to the author once sale orders have
        been
        filled. Inventory, income and expense will be reflected upon
        shipment.
 
 **NOTE
        7**  **-**  **STOCKHOLDERS’
        EQUITY AND WARRANTS**
 
 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
        $0.01 per share.
 
 ***Additional
        Paid-in Capital*** —
The
        majority shareholder made $3,050 cash contributions for the three months
        ended
        December 31, 2005 and a total of $96,108 for the period January 17, 2003
        (date
        of inception) through December 31, 2005.
 
 ***Stock
        Subscription Receivable*** —
In
        January 2003, the Company issued a warrant to purchase up to 100,000 shares
        of
        common stock at an exercise price of $10 per share expiring January 31, 2006
        to
        XCL Partners, an unaffiliated company. XCL Partners subsequently transferred
        their interest in the warrant to three other unaffiliated parties in accordance
        with the terms of the warrant. A warrant to purchase 20,000 shares was
        transferred to OTC Services. Warrants to purchase 40,000 shares each were
        granted to Monarch Consulting and Emerald Resource Group, respectively. During
        the fourth quarter of 2005, the three warrant holders exercised their rights
        under the warrant and purchased 100,000 shares of common stock at $10 per
        share
        by entering into three separate note receivable agreements to pay the Company
        an
        aggregate of $1,000,000.The notes bear interest at 5% and are due January
        2008
        with no interim principal or interest payments required. As the notes are
        the
        result of issuing common stock, the $1,000,000, less amounts received, is
        recorded as an offset to equity as stock subscription receivable in the
        accompanying balance sheets as of December 31 and September 30,
        2005.
 
  F
            -7
  Stock
        subscription receivable as of December 31 and September 30, 2005, respectively,
        is comprised of the following notes receivable:
  **December
                  31,**
              
              **September
                  30,****2005**
              
              **2005**OTC
                  Services
              
              $
              200,000
              
              $
              200,000Monarch
                  Consulting
              
              
              400,000
              
              
              400,000Emerald
                  Resources
              
              
              400,000
              
              
              400,000$
              1,000,000
              
              $
              1,000,000
 
 **NOTE
        8 - 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.
 
 In
        September 2005, the Company issued an unsecured, demand note payable to YNOT
        Education, Inc. (“YNOT”) in the amount of $150,000 for the purchase of website
        content. The note bears interest at 5% per annum and is payable on demand
        with
        no periodic payments required. The Company’s major shareholder is a director of
        YNOT. Upon YNOT’s receipt of the note, YNOT immediately assigned the Note to the
        Company’s major shareholder.
 
 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 for the exclusive publishing rights to the “Farmacist Desk
        Reference” (“FDR”) and other works created or controlled by YNOT. The license
        agreement calls for the payment of royalties of $1 per book sold and 5% of
        all
        proceeds collected for the FDR and 5% of all proceeds collected for other
        YNOT
        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 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. No royalties have been paid during the three months ended December
        31, 2005.
 
 During
        the quarter ending December 31, 2005 the majority shareholder loaned the
        company
        cash of $52,784 to acquire additional artwork at a cost of $40,325 and $12,459
        for operating expenses.
  **NOTE
        9 - BUSINESS SEGMENTS**
 
 The
        Company has identified the following business segments:
 
 ***Publishing*** —
        Consists of published products to be sold under a royalty agreement with
        YNOT
        Education, Inc. This segment began in September, 2005.
 
 ***Fine
        Art*** —
Fine
        art sales are made from the Company’s inventory.
 
 The
        Company’s reportable segments are reported in a manner consistent with the way
        management evaluates the businesses. The Company identifies it reportable
        business segments based on differences in products and services. The accounting
        policies of the business segments are the same as those described in the
        summary
        of significant accounting policies.
 
  F
            -8
  The
        following presents certain segment information as of and for the three months
        ended December 31, 2005 and 2004:
 
 **Three
                  months ended December 31, 2005**
              
              **Three
                  months ended December 31, 2004****Fine
                  Art**
              
              **Publishing**
              
              **Total**
              
              **Fine
                  Art**
              
              **Publishing**
              
              **Total**Operating
                  expenses
              
              $
              12,956
              
              $
              20,515
              
              $
              33,471
              
              $
              30,043
              
              $
              -
              
              $
              30,043Operating
                  loss
              
              
              (12,956
              )
              
              (20,515
              )
              
              (33,471
              )
              
              (30,043
              )
              
              -
              
              
              (30,043
              )Other
                  income (expense)
              
              
              (4,825
              )
              
              4,411
              
              
              (414
              )
              
              (10,777
              )
              
              -
              
              
              (10,777
              )Segment
                  loss
              
              $
              (17,781
              )
              $
              (16,104
              )
              $
              (33,885
              )
              $
              (40,820
              )
              $
              -
              
              $
              (40,820
              )Segment
                  assets
              
              $
              891,366
              
              $
              74,664
              
              $
              966,030
              
              $
              845,923
              
              $
              -
              
              $
              845,923
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  F
            -9
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.**
 
 **SPECIAL
        NOTE REGARDING FORWARD LOOKING STATEMENTS**
 
 This
        quarterly report on Form 10-QSB/A, 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/A 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/A for the
        fiscal year ended September 30, 2005. Except as required by law, we undertake
        no
        obligation to update any of the forward-looking statements in this Form 10-QSB/A
        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 December
        31, 2005, the notes thereto included in Part I, Item 1 of this quarterly
        report
        on Form 10-QSB/A, and our audited financial statements and the notes thereto
        and
“Management’s Discussion and Analysis or Plan of Operation” contained in our
        annual report on Form 10-KSB/A for the fiscal years ended September 30, 2005
        and
        2004. Our unaudited 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 audited financial statements for
        the
        fiscal years ended September 30, 2005 and 2004.
 
 **CRITICAL
        ACCOUNTING POLICIES**
 
 Our
        critical accounting policies, including the assumptions and judgments underlying
        those policies, are more fully described in the notes to our condensed
        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.
 
 **Inventory**
 
 Inventory
        is recorded at the lower of cost or market value.
 
  1
  **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, formed under the laws of the State of Nevada,
        on
        January 17, 2003, for the purpose of offering collectable artwork and
        accessories through a chain of retail galleries and a fully interactive
        e-commerce and auction-enabled website.
 
 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.
 
 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 are stated on a post-consolidated basis. Per share
        amounts have also been restated for the share consolidation.
 
 We
        currently have very limited operations, only two part-time employees (our
        sole
        officer and director James Price and our director Don Tolman), and no retail
        gallery space. We have recently launched our website and an eBay ® store
        which features our current, limited art inventory. We have developed a plan
        of
        operations that could allow us to sell art through at least one retail gallery
        location and over the internet.
 
  2
  **PLAN
        OF OPERATION**
 
 The
        primary areas of our business which we intend to develop over the next six
        to
        twelve months include:
 
 ·
              our
                  relationships with several artists for exclusive artwork offerings
                  through
                  Benacquista Galleries;
 
 ·
              the
                  publication and sale of the FDR;
 
 ·
              at
                  least one gallery opening in a strategic
                  location;
 
 ·
              sales
                  of additional educational products created by Don Tolman and related
                  to
                  various educational topics including art education;
                  and
 
 ·
              A
                  sales and marketing capability sufficient to handle all website
                  inquiries
                  and gallery traffic.
 
 We
        have
        identified target locations for potential gallery openings during the next
        12
        months. These locations are in Maine, Pennsylvania, Virginia, Nevada and
        Maryland. Initially, we selected locations in shopping malls based on the
        number
        of complementary luxury goods stores they contain, however, having found
        cost
        and credit terms of such spaces prohibitively expensive, we have now
        concentrated our efforts on locating stand alone retail spaces in prime tourist
        or shopping areas, ideally spaces that were formerly or are currently being
        used
        as galleries. Although we will seek out space that requires as little
        improvement as possible, there can be no assurance that such a space will
        be
        available to us on terms which we qualify for and would be willing to accept.
        Our Chief Executive Officer, James Price, has agreed to execute lease guarantees
        on up to four of the retail spaces which we select, if necessary, for a maximum
        lease liability of $500,000 per lease.
 
 We
        intend
        to commence sales of the FDR by March 31, 2006. We anticipate that U.S. domestic
        sales of the FDR will provide sufficient revenues and profits to allow us
        to
        significantly expand our business during the fiscal year 2006.
 
 In
        February of 2006, we also intend to begin an aggressive expansion plan which
        will include:
 
 ·
              an
                  international speaking tour of Don Tolman with multiple public
                  appearances
                  at which the FDR and our other educational products will be available
                  for
                  purchase;
 
 ·
              television
                  and radio commercials promoting our
                  products;
 
 ·
              the
                  opening of at least one retail gallery
                  site;
 
 ·
              the
                  addition of at least 10 educational products to the YNOT EduK8
                  line;
 
 ·
              significant
                  expansion of our art inventory and substantial new
                  acquisitions;
 
 ·
              expansion
                  of the network of distributors for our educational products;
                  and
 
 ·
              the
                  signing of at least 3 new artists to artist representation
                  agreements.
 
 **RESULTS
        OF OPERATIONS FOR THE QUARTERS ENDED DECEMBER 31, 2005 AND
        2004**
 
 **Revenues**
 
 We
        had no
        revenues for the three months ended December 31, 2005 or 2004.
 
 **Advertising
        and Marketing Expenses**
 
 Advertising
        and marketing expenses were $8,963 for the three months ended December 31,
        2005,
        as compared to $0 for the three months ended December 31, 2004. This increase
        id
        directly attributable to web-based and non-web-based advertising related
        expenses.
 
  3
  **General
        and Administrative Expenses**
 
 General
        and Administrative expenses decreased $5,535, from $30,043 for the three
        months
        ended December 31, 2004 to $24,508 for the three months ended December 31,
        2005.
        This decrease is attributable to decreases in professional services expenses
        related to our public filings.
 
 **Other
        Income and Expense**
 
 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 was $12,603 for the three
        months ended December 31, 2005, as compared to $0 for the three months ended
        December 31, 2004. Interest expenses increased $2,240, from $10,777 for the
        three months ended December 31, 2004 to $13,017 for the three months ended
        December 31, 2005. This increase is attributable to an increase in the average
        outstanding balance owed to our Chief Executive Officer and majority
        shareholder, James Price, for the three months ended December 31, 2005 as
        compared to the three months ended December 31, 2004.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 As
        of the
        three months ended December 31, 2005 we had $2,479 of cash on hand.
 
 Net
        cash
        used in operating activities increased $43,357, from $30,756 for the three
        months ended December 31, 2004 to $74,113 for the three months ended December
        31, 2005. This increase in net cash used in operating activities for the
        three
        months ended December 31, 2005 was primarily the result of a net loss and
        an
        increase in accrued interest receivable, offset by the purchase of inventory
        and
        an increase in accrued interest payable. Net cash used in operating activities
        for the three months ended December 31, 2004 was primarily the result of
        a net
        loss offset by an increase in accrued interest payable.
 
 Net
        cash
        provided by financing activities increased $55,835, from $20,250 for the
        three
        months ended December 31, 2004 to $76,085 for the three months ended December
        31, 2005. Net cash provided by financing activities for the three months
        ended
        December 31, 2005 was attributable to a capital contribution and advances
        from
        our Chief Executive Officer and majority shareholder, James Price. Net cash
        provided by financing activities for the three months ended December 31,
        2004
        was attributable solely to advances from James Price.
 
 As
        of the
        three months ended December 31, 2005, our principal commitments consisted
        of our
        obligations outstanding under accounts payable, accrued interest and a note
        payable to our Chief Executive Officer and majority shareholder, James Price.
        We
        have no material commitments for capital expenditures. We expect no significant
        capital expenditures or lease commitments during the next fiscal quarter.
        Once
        the FDR printing order is complete and we are billed, we will owe approximately
        $64,500.
 
 There
        remains outstanding principal balances of $1,000,000 on certain Notes issued
        during the period of August 17, 2005 through September 7, 2005. There were
        no
        payments made under the Notes during the three months ended December 31,
        2005,
        and there can be no assurance that we will receive the outstanding principal
        balance and any interest accrued thereon, on or before the January 31, 2008
        due
        date of the Notes.
 
 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 three months ended December
        31, 2005, 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.
 
  4
  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 over and above incremental sales of our
        existing inventory.
 
 **RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS**
 
 In
        February 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statements of Financial Accounting Standard (SFAS) No. 155, *Accounting
        for Certain Hybrid Financial Instruments* ,
        which
        is an amendment of SFAS No. 133, *Accounting
        for Derivative Instruments and Hedging Activities* and SFAS
        No. 140, *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities* .
        This
        statement (i) permits fair value remeasurement for any hybrid financial
        instrument that contains an embedded derivative that otherwise would require
        bifurcation, (ii) clarifies which interest-only strip and principal-only
        strip
        are not subject to the requirements of SFAS No. 133, (iii) establishes a
        requirement to evaluate interests in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation, (iv)
        clarifies that concentrations of credit risk in the form of subordination
        are
        not embedded derivatives, and (v) amends SFAS No. 140 to eliminate the
        prohibition on a qualifying special-purpose entity from holding a derivative
        financial instrument that pertains to a beneficial interest other than another
        derivative financial instrument. SFAS No. 155 is effective for financial
        statements for fiscal years beginning after September 15, 2006. Earlier adoption
        of SFAS No. 155 is permitted as of the beginning of an entity’s fiscal year; *provided* , *however* ,
        that
        the entity has not yet issued any financial statements for that fiscal year.
        Adoption of SFAS No. 155 is not expected to have a material impact on our
        condensed consolidated financial statements.
 
 **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.
 
 **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.
  5
  **PART
        II -****OTHER
        INFORMATION**
 **ITEM
        1. LEGAL PROCEEDINGS.**
 
 There
        were no reportable events under this Item 1 during the quarterly period ended
        December 31, 2005.
 
 **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
        December 31, 2005.
 
 **ITEM
        3. DEFAULT UPON SENIOR SECURITIES.**
 
 There
        were no reportable events under this Item 3 during the quarterly period ended
        December 31, 2005.
 
 **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 December
        31, 2005.
 
 **ITEM
        5. OTHER INFORMATION.**
 
 There
        were no reportable events under this Item 5 during the quarterly period ended
        December 31, 2005.
 
 
 
 
 
 
 
 
 
 
 
 
  6
  **ITEM
        6. 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(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,
                  2005.31.1
              Certification
                  ofBenacquista
                  Galleries Inc. Chief Executive Officer, James Price, required by
                  Rule
                  13a-14(a) or Rule 15d-14(a), dated May 18, 2007.
                  FILED HEREWITH31.2
              Certification
                  ofBenacquista
                  Galleries Inc. Chief Financial Officer, James Price, required by
                  Rule
                  13a-14(a) or Rule 15d-14(a), dated May 18, 2007.
                  FILED HEREWITH32.1
              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),dated
                  May 18, 2007.
                  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),dated
                  May 18, 2007.
                  FILED HEREWITH.
 
   
  7
 
 **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 18,2007**BENACQUISTA
                  GALLERIES, INC.**By:
              */s/
                  James
                  Price*James
                  PriceChief
                  Executive Officer &
                Chief
                  Financial Officer