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, 2008





[   ]
            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
[X] No [   ]





As of May
15, 2008, the registrant had outstanding 1,072,666 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
[  X ] No [  ]





TABLE OF
CONTENTS





Page
      NumberPART
      IITEM
      1. Financial Statements
            F-1ITEM
      2. Management’s Discussion and Analysis or Plan of
    Operation.
            1ITEM
      3. Controls and Procedures.
            3PART
      IIITEM
      1. Legal Proceedings.
            4ITEM
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
            4ITEM
      3. Default Upon Senior Securities.
            4ITEM
      4. Submission of Matters to a Vote of Security Holders.
            4ITEM
      5. Other Information.
            4ITEM
      6. Exhibits.
            5








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
      30,2008
              
              
              2007ASSETSCurrent
      AssetsCash
              
              $
              -
              
              
              $
              -Total
      Current Assets
              
              
              -
              
              
              
              -Total
      Assets
              
              $
              -
              
              
              $
              -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
              
              $
              2,929
              
              
              $
              13,188Due
      to majority shareholder
              
              
              136,235
              
              
              
              71,521Total
      Current Liabilities
              
              
              139,164
              
              
              
              84,709Total
      Liabilities
              
              
              139,164
              
              
              
              84,709Commitments
      and Contingencies
              
              
              -
              
              
              
              -Stockholders'
      DeficitCommon
      Stock- $0.001 par value; 5,000,000 shares authorized;1,075,066
      shares issued and outstanding
              
              
              1,075
              
              
              
              1,075Treasury
      stock-at cost 2,400 shares
              
              
              (9,867
              )
              
              
              (9,867
              )Additional
      paid-in-capital
              
              
              1,098,502
              
              
              
              1,098,502Accumulated
      deficit
              
              
              (1,228,874
              )
              
              
              (1,174,419
              )Total
      Stockholders' Deficit
              
              
              (139,164
              )
              
              
              (84,709
              )Total
      Liabilities and Stockholders' Deficit
              
              $
              -
              
              
              $
              -








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 Ended
            
            
            For
      the Six Months Ended
            
            
            January
      17,2003(Inception)throughMarch
      31,
            
            
            March
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expensesResearch
      and development
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            5,000
            
            
            
            5,000General
      and administrative
            
            
            23,300
            
            
            
            35,893
            
            
            
            54,455
            
            
            
            89,637
            
            
            
            1,033,803Total
      operating expenses
            
            
            23,300
            
            
            
            35,893
            
            
            
            54,455
            
            
            
            94,637
            
            
            
            1,038,803Loss
      from operations
            
            
            (23,300
            )
            
            
            (35,893
            )
            
            
            (54,455
            )
            
            
            (94,637
            )
            
            
            (1,038,803
            )Other
      income (expense)Interest
      income
            
            
            -
            
            
            
            3,607
            
            
            
            -
            
            
            
            7,295
            
            
            
            55,127Interest
      expense
            
            
            -
            
            
            
            (12,395
            )
            
            
            -
            
            
            
            (25,151
            )
            
            
            (191,915
            )Forgiveness
      of accounts payable
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            8,850Total
      other income (expense)
            
            
            -
            
            
            
            (8,788
            )
            
            
            -
            
            
            
            (17,856
            )
            
            
            (127,938
            )Net
      loss from continuing operations
            
            
            (23,300
            )
            
            
            (44,681
            )
            
            
            (54,455
            )
            
            
            (112,493
            )
            
            
            (1,166,741
            )Discontinued
      operationsLoss
      from discontinued operations
            
            
            -
            
            
            
            (1,048
            )
            
            
            -
            
            
            
            (3,680
            )
            
            
            (325,935
            )Gain
      on sale of YNOT
            
            
            -
            
            
            
            263,802
            
            
            
            -
            
            
            
            263,802
            
            
            
            263,802Income
      (loss) from discontinued operations
            
            
            -
            
            
            
            262,754
            
            
            
            -
            
            
            
            260,122
            
            
            
            (62,133
            )Net
      (loss) income
            
            $
            (23,300
            )
            
            $
            218,073
            
            
            $
            (54,455
            )
            
            $
            147,629
            
            
            $
            (1,228,874
            )Basic
      and diluted loss (income) per share from:Continuing
      operations
            
            $
            (0.02
            )
            
            $
            (0.04
            )
            
            $
            (0.05
            )
            
            $
            (0.10
            )Discontinued
      operations
            
            $
            -
            
            
            $
            0.24
            
            
            $
            -
            
            
            $
            0.24Net
      (loss) income per share
            
            $
            (0.02
            )
            
            $
            0.20
            
            
            $
            (0.05
            )
            
            $
            0.13Basic
      and dilutedWeighted
      average shares outstanding
            
            
            1,072,666
            
            
            
            1,100,113
            
            
            
            1,072,666
            
            
            
            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)throughMarch
      31,
              
              
              March
      31,2008
              
              
              2007
              
              
              2008Cash
      Flows From Operating ActivitiesNet
      income (loss)
              
              $
              (54,455
              )
              
              $
              147,629
              
              
              $
              (1,228,874
              )Adjustments
      to reconcile net income (loss) tonet 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 liabilitiesAccounts
      receivable
              
              
              -
              
              
              
              (330
              )
              
              
              (20,150
              )Inventory
              
              
              -
              
              
              
              -
              
              
              
              (44,004
              )Accrued
      interest receivable
              
              
              -
              
              
              
              (7,295
              )
              
              
              (11,303
              )Accounts
      payable
              
              
              (10,259
              )
              
              
              (6,138
              )
              
              
              12,277Accrued
      interest
              
              
              -
              
              
              
              25,151
              
              
              
              91,910Unearned
      income
              
              
              -
              
              
              
              36,665
              
              
              
              102,126Net
      Cash From Operating Activities
              
              
              (64,714
              )
              
              
              (68,120
              )
              
              
              (746,659
              )Cash
      Flows From Investing Activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      Flows From Financing ActivitiesPrincipal
      payments from stock subscription notes receivable
              
              
              -
              
              
              
              -
              
              
              
              253,543Advances
      from majority shareholder
              
              
              64,714
              
              
              
              97,452
              
              
              
              586,875Payments
      to majority shareholder
              
              
              -
              
              
              
              (30,000
              )
              
              
              (190,000
              )Capital
      contribution from majority shareholder
              
              
              -
              
              
              
              -
              
              
              
              96,108Purchase
      of treasury stock
              
              
              -
              
              
              
              -
              
              
              
              (9,867
              )Sale
      of common stock
              
              
              -
              
              
              
              -
              
              
              
              10,000Net
      Cash From Financing Activities
              
              
              64,714
              
              
              
              67,452
              
              
              
              746,659Net
      Change in Cash
              
              
              -
              
              
              
              (668
              )
              
              
              -Cash
      at Beginning of Period
              
              
              -
              
              
              
              1,170
              
              
              
              -Cash
      at End of Period
              
              $
              -
              
              
              $
              502
              
              
              $
              -Supplemental
      Cash Flow InformationCash
      paid for interest
              
              $
              -
              
              
              $
              -
              
              
              $
              100,000Non-Cash
      Investing and Financing ActivitiesSpin
      out of YNOT for note payable
              
              $
              -
              
              
              $
              -
              
              
              $
              263,802Exchange
      of Monarch stock subscription note receivable for stock
              
              
              -
              
              
              
              -
              
              
              
              303,899Exchange
      of art inventory for note payable and accrued interest
              
              
              -
              
              
              
              -
              
              
              
              1,203,499Shares
      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


March
31, 2008





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. (“YNOT”) had 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. On April 10, 2007 the Company
transferred its inventory, consisting of works of art to Mr. James Price in
exchange for certain obligations. As a result of these transactions, the Company
has treated these operations as discontinued in the accompanying statements of
operations for the three months ended March 31, 2008 and for the period from
January 17, 2003 (inception) to March 31, 2008 as more fully described in Note
6. 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
81.5% of the outstanding common stock of the Company as of March 31,
2008.  The Company has entered into a Share Exchange Agreement and
Agreement of Sale as described in Note 7.





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
six month period ended March 31, 2008 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2008. 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, 2007.





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 March 27, 2007. All intercompany accounts and
transactions have been eliminated in consolidation.





Cash
  — The
Company has no cash on hand as of March 31, 2008 and September 30,
2007.





Revenue
Recognition — The Company recognizes 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.





Advertising
Expense — Advertising costs are expensed as incurred. Advertising expense
for the six months ended March 31, 2008 and 2007 was $0 and $5,841,
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.





F-4


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, 2008 and 2007.





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
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 Company does not believe that the adoption of SFAS 159 will have a
material effect on its consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. SFAS No. 141 (R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS No. 141
(R) and SFAS No. 160 are effective for financial statements issued for
fiscal years beginning after December 15, 2008. Early adoption is
prohibited.





In June
2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income
Taxes - an Interpretation of FASB Statement No. 109 (FIN 48), which
clarifies the accounting for uncertainty in tax positions. FIN 48 requires
financial statement recognition of the impact of a tax position, if that
position is more likely than not to be sustained on examination, based on the
technical merits of the position. This interpretation is effective for fiscal
years beginning after December 15, 2006, with the cumulative effect of the
change in accounting principle recorded as an adjustment to retained earnings as
of the beginning of the period of adoption. In February 2008, the FASB issued
FASB Staff Position (FSP FIN) No. 48-2 which extended the effective date for
certain non-public companies to fiscal years beginning after December 15,
2007.  Accordingly, the Company will adopt FIN 48 as of January 1,
2008. The Company is currently evaluating the impact of FIN 48 on the
consolidated financial statements.








F-5


NOTE 3   -   GOING CONCERN





Business
Condition — The Company has a limited operating history. It has not yet
been able to fully execute its business plan. The accompanying condensed
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, 2008, the
Company had a net loss from continuing operations of $54,455 and it had negative
cash flows from operations of $64,714. In addition, the Company had a deficit
accumulated in the development stage of $1,228,874 as of March 31, 2008. This
situation raises substantial doubt about its ability to continue as a going
concern.





On April
4, 2008 the Company entered into a Share Exchange Agreement to acquire Vibe
Records, Inc. (“Vibe”) as more fully described in Note 5. 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 - RELATED PARTY TRANSACTIONS





During
the six months ending March 31, 2008 the majority shareholder loaned the company
cash of $64,714 for operating expenses.





NOTE
5 – SHARE EXCHANGE AGREEMENT AND AGREEMENT OF SALE





On April
4, 2008, the Company entered into a Share Exchange Agreement (“Agreement”) with
Vibe Records, Inc., a Delaware corporation (“Vibe”) to acquire 100% of the
issued and outstanding shares of VIBE in exchange for 13,390,930 common shares
of the Company.  The Agreement also provides that the Company will
undergo a 1.5 for 1 dividend or forward split prior to the closing of the share
exchange and that 2 directors nominated by Vibe will be appointed to the
Company’s board of directors.   There are a number of conditions to
the closing contained within the Agreement as well as the customary
representations and warranties.





The
consummation of this transaction would result in a change of
control.





In a
separate transaction, on January 11, 2008, the Company, Vibe, James Price
(“Price”) and Timothy Olphie (“Olphie”) entered into an Agreement of Sale (“New
Agreement”) that cancelled the previous Share Exchange Agreement between Vibe
and the Company dated November 12, 2007 and cancelled the previous Share
Purchase Agreement between Price and Olphie dated October 8,
2007.  The New Agreement provides for Olphie or Vibe to purchase
496,910 common shares of the Company from James Price for
$500,000.  The purchase must occur within a 45 day time
frame.  The Company made covenants in the agreement not to issue any
common shares or options or undertake any material indebtedness during this 45
day time frame.  The Agreement also provides for anti-dilution
protection for Price to guarantee that his remaining 400,000 shares in the
corporation constitute at least 5% to 5.5% of the issued and outstanding shares
of the corporation for a period of 180 days.  The New Agreement was to
expire on March 25, 2008.





On April
4, 2008, Benacquista, Vibe, Olphie and Price entered into a letter agreement
which amended and supplemented the New Agreement and provided an extension of
time for Vibe and Olphie to provide payment.  Under the letter
agreement, Olphie paid $25,000 toward the remaining $450,000 purchase price for
the shares as a non-refundable deposit and has until April 9, 2008 to pay the
balance of $425,000.  In the event that Olphie desires a subsequent
extension, he can obtain one for payment of a $25,000 fee (“Subsequent Payment”)
which does not apply to the purchase price and which would extend the time to
pay the balance of the purchase price of $425,000 until April, 23,
2008.  Price and the Company also agreed that if the Subsequent
Payment was made and the balance of the purchase price was paid, Robert S.
McCoy, Jr., a director of the Company would receive $25,000 worth of Company
common shares.  The Subsequent Payment was not made as of that
date.





F-6


On April
23, 2008, Benacquista, Vibe, Olphie and Price entered into a new letter
agreement which provides an extension of time to pay the balance of the purchase
price of $425,000 in exchange for a non-refundable deposit of $25,000 toward the
purchase price.  The extension extends the time period to provide
payment until May 7, 2008, provided however, that in the event that the purchase
price is not paid by April 29, 2008, the non-refundable deposit will no longer
be credited toward the purchase price.  Mr. Price and Benacquista also
agreed that Benacquista director Robert S. McCoy, Jr. would receive $50,000
worth of Benacquista common shares in the event that the balance of the purchase
price is paid by May 7, 2008.  These shares are in lieu of the shares
Mr. McCoy would have received under the April 4 letter agreement.





On May
12, 2008, Benacquista, Vibe, Olphie and Price entered into a new letter
agreement which provides an extension of time to pay the balance of the purchase
price of $425,000 in exchange for a non-refundable extension fee of $25,000
which is not credited toward the purchase price.  The extension
extends the time period to provide payment until May 16, 2008.  Mr.
Price and Benacquista also agreed that Vibe Records would receive $25,000 worth
of Benacquista common shares in the event that the balance of the purchase price
is paid by May 16, 2008.  These shares are in lieu of the shares that
would have been issued under the April 29, 2008 letter agreement.














F-7


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, 2007. 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 six months ended March 31,
2008 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, 2007. 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 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,
2007 and 2006.





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


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 were
originally incorporated on January 17, 2003 in accordance with the laws of the
State of Nevada as Benacquista Galleries, Inc. We are a development stage
company currently exploring acquisitions in media and publishing.








RESULTS
OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2008 AND
2007





Revenues





There
were no revenues for the three and six months ended March 31, 2008 and
2007.





Research
and Development Expenses





There was
no research and development expense for the three months ended March 31, 2008
and 2007.





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, 2008.





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, 2008 decreased $12,593 to $23,300 from $35,893 for the three
months ended March 31, 2007.  General and administrative expenses for
the six months ended March 31, 2008 decreased $35,182 to $54,455 from $89,637
for the six months ended March 31, 2007. The decreases for the respective
periods are primarily due to decreases in professional fees.





Other
Income and expense





There was
no other income and expense for the three and six months ended March 31,
2008.  For the three and six months ended March 31, 2007 other income
and expense included interest expense and interest income. Interest expense was
comprised of interest on the Notes Payable to our majority shareholder, James
Price.  Interest expense was $12,395 and $25,151 for the three and six
months ended March 31, 2007, respectively. Interest income was $3,607 and $7,295
for the three and six months ended March 31, 2007, respectively.





Liquidity
and Capital Resources





As of
March 31, 2008 we had no 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.





2


For the
six months ended March 31, 2008 we received net cash advances from our Chief
Executive Officer and majority shareholder totaling $64,714.





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, 2008, 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
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 or locating a strategic
partner willing to finance further product development, our short-term and
long-term prospects for growth are minimal.








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.


3


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, 2008.





ITEM
3. DEFAULT UPON SENIOR SECURITIES.





There
were no reportable events under this Item 3 during the quarterly period ended
March 31, 2008.





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, 2008.





ITEM
5. OTHER INFORMATION.





On April 4, 2008, the Company entered into a Share Exchange
Agreement (“Agreement”) with Vibe Records, Inc., a Delaware corporation (“Vibe”)
to acquire 100% of the issued and outstanding shares of VIBE in exchange for
13,390,930 common shares of the Company.  The Agreement also provides
that the Company will undergo a 1.5 for 1 dividend or forward split prior to the
closing of the share exchange and that 2 directors nominated by Vibe will be
appointed to the Company’s board of directors.   There are a number of
conditions to the closing contained within the Agreement as well as the
customary representations and warranties.





The
consummation of this transaction would result in a change of
control.





In a
separate transaction, on January 11, 2008, the Company, Vibe, James Price
(“Price”) and Timothy Olphie (“Olphie”) entered into an Agreement of Sale (“New
Agreement”) that cancelled the previous Share Exchange Agreement between Vibe
and the Company dated November 12, 2007 and cancelled the previous Share
Purchase Agreement between Price and Olphie dated October 8,
2007.  The New Agreement provides for Olphie or Vibe to purchase
496,910 common shares of the Company from James Price for
$500,000.  The purchase must occur within a 45 day time
frame.  The Company made covenants in the agreement not to issue any
common shares or options or undertake any material indebtedness during this 45
day time frame.  The Agreement also provides for anti-dilution
protection for Price to guarantee that his remaining 400,000 shares in the
corporation constitute at least 5% to 5.5% of the issued and outstanding shares
of the corporation for a period of 180 days.  The New Agreement was to
expire on March 25, 2008.





On April
4, 2008, Benacquista, Vibe, Olphie and Price entered into a letter agreement
which amended and supplemented the New Agreement and provided an extension of
time for Vibe and Olphie to provide payment.  Under the letter
agreement, Olphie paid $25,000 toward the remaining $450,000 purchase price for
the shares as a non-refundable deposit and has until April 9, 2008 to pay the
balance of $425,000.  In the event that Olphie desires a subsequent
extension, he can obtain one for payment of a $25,000 fee (“Subsequent Payment”)
which does not apply to the purchase price and which would extend the time to
pay the balance of the purchase price of $425,000 until April, 23,
2008.  Price and the Company also agreed that if the Subsequent
Payment was made and the balance of the purchase price was paid, Robert S.
McCoy, Jr., a director of the Company would receive $25,000 worth of Company
common shares.





On April
23, 2008, Benacquista, Vibe, Olphie and Price entered into a new letter
agreement which provides an extension of time to pay the balance of the purchase
price of $425,000 in exchange for a non-refundable deposit of $25,000 toward the
purchase price.  The extension extends the time period to provide
payment until May 7, 2008, provided however, that in the event that the purchase
price is not paid by April 29, 2008, the non-refundable deposit will no longer
be credited toward the purchase price.  Mr. Price and Benacquista also
agreed that Benacquista director Robert S. McCoy, Jr. would receive $50,000
worth of Benacquista common shares in the event that the balance of the purchase
price is paid by May 7, 2008.  These shares are in lieu of the shares
Mr. McCoy would have received under the April 4 letter agreement.





4


On May
12, 2008, Benacquista, Vibe, Olphie and Price entered into a new letter
agreement which provides an extension of time to pay the balance of the purchase
price of $425,000 in exchange for a non-refundable extension fee of $25,000
which is not credited toward the purchase price.  The extension
extends the time period to provide payment until May 16, 2008.  Mr.
Price and Benacquista also agreed that Vibe Records would receive $25,000 worth
of Benacquista common shares in the event that the balance of the purchase price
is paid by May 16, 2008.  These shares are in lieu of the shares that
would have been issued under the April 29, 2008 letter agreement.




ITEM
6. EXHIBITS.





No.
            Description
      of Exhibit








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





32.1
            Certification
      of Benacquista Galleries Inc. Chief Executive Officer and 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.








5


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
15, 2008





BENACQUISTA
      GALLERIES, INC.By:
            /s/
      James PriceJames
      PriceChief
      Executive Officer andChief
      Financial Officer








6