UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10Q





(Mark
      One)


X
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the quarterly period ended June 30,
      2008





__
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from __________ to __________





VIBE
RECORDS, INC. NEVADA


(Exact name of registrant
as specified in its charter)








Nevada
            
            0-51107
            
            71-0928242(State
      or Other Jurisdiction of Incorporation)
            
            (Commission
      File Number)
            
            (I.R.S.
      Employer Identification Number)








446
      Edwards Avenue, Suite #1, Calverton, New York
            11933(Address
      of principal executive offices)
            (Zip
      code)





(631)
555-1212


(Registrant's
telephone number, including area code)








Benacquista
Galleries, Inc.


6870 La
Valle Plateada Rancho Santa Fe, California


(Former
name or former address, if changed since last report)





Indicate by check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject such
filing requirements for the past 90 days.


Yes _X_   No ___





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or smaller reporting
company.  See definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check One):





Large
      accelerated filer  ___
            Accelerated
      filer  ___Non-accelerated
      filer  ____
            Smaller
      reporting company _X_








Indicate
by check mark if the registrant is a shell company (as defined in Rule 12b-2 of
the Act).  Yes__   No  _X_





As of
August 13, 2008, the number of shares of common stock, $0.0001 par value,
outstanding was 14,564,267














VIBE
      RECORDS, INC. NEVADA
              (Formerly
      Benacquista Galleries, Inc.)Form
      10-QFor
      the Quarterly Period Ended June 30, 2008Table
      of Contents











PagePART
      I
            
            Financial
      Information
            
            1Item
      1.
            
            Financial
      StatementsUnaudited Consolidated
      Balance Sheets
            
            1Unaudited
      Consolidated Statements of Operations and Comprehensive
    Loss
            
            2Unaudited
      Consolidated Statement of Stockholders’ Equity (Deficit)
            
            3Unaudited
      Consolidated Statements of Cash Flows
            
            4Notes
      to Consolidated Financial Statements (Unaudited)
            
            5Item
      2.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            
            15Item
      3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            17Item
      4.
            
            Controls
      and Procedures
            
            17PART
      II
            
            Other
      Information
            
            19Item
      1.
            
            Legal
      Proceedings
            
            19Item
      1A.
            
            Risk
      Factors
            
            19Item
      2.
            
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            19Item
      3.
            
            Defaults
      Upon Senior Securities
            
            19Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            19Item
      5.
            
            Other
      Information
            
            19Item
      6.
            
            Exhibits
            
            20Signatures
            
            21













CONTENTS


VIBE
RECORDS, INC. NEVADA











PageFinancial
      Statements:Balance
      Sheet
            1Statement
      of Operations
            2-3Statement
      of Cash Flows
            4Notes
      to Financial Statements
            5-14























UNAUDITED





VIBE
RECORDS, INC. NEVADA


CONSOLIDATED
BALANCE SHEET


JUNE
30, 2008








ASSETS




2008
              
              
              2007CURRENT
      ASSETS:Cash
      on hand and in bank
              
              $
              0
              
              
              $
              0TOTAL
      CURRENT ASSETS
              
              
              0
              
              
              
              0PROPERTY
      AND EQUIPMENT - AT COST
              
              
              60,394
              
              
              
              53,635Less
      accumulated depreciation
              
              
              (24,702
              )
              
              
              (10,551
              )NET
      PROPERTY AND EQUIPMENT
              
              
              35,692
              
              
              
              43,084OTHER
      ASSETS:Due
      from affiliated entities
              
              
              157,506
              
              
              
              79,093TOTAL
      ASSETS
              
              $
              193,198
              
              
              $
              122,177LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIES:Bank
      overdraft
              
              
              1,959
              
              
              
              2,938Accounts
      payable and accrued expenses
              
              
              65,883
              
              
              
              0Accrued
      interest payable
              
              
              579,914
              
              
              
              420,695Note
      payable
              
              
              2,271,263
              
              
              
              2,646,768TOTAL
      LIABILITIES
              
              
              2,919,019
              
              
              
              3,070,401COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      EQUITYCommon
      stock -$.0001 par value, 100,000,000 authorized14,564,267
      and 13,284,267 issued and outstanding respectively
              
              
              1,456
              
              
              
              1,328Additional
      paid in capital
              
              
              2,128,247
              
              
              
              657,672Treasury
      stock
              
              
              (669,867
              )
              
              
              (0
              )Accumulated
      deficit
              
              
              (4,185,657
              )
              
              
              (3,607,224
              )TOTAL
      STOCKHOLDERS’ EQUITY (DEFICIT)
              
              $
              (2,725,821
              )
              
              $
              (2,948,224
              )TOTAL LIABILITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
              
              $
              193,198
              
              
              $
              122,177


Page 1





UNAUDITED





VIBE
RECORDS, INC. NEVADA


CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS


FOR
THE NINE MONTHS ENDED JUNE 30, 2008





January
      13,2003
      (inception)through
      June 30,2008
            
            
            2007
            
            
            2008REVENUES
            
            $
            0
            
            
            $
            0
            
            
            $
            0OPERATING
      EXPENSESResearch
      and artist developments costs
            
            
            120,396
            
            
            
            130,942
            
            
            
            476,389General
      and administrative expenses
            
            
            77,329
            
            
            
            130,456
            
            
            
            2,644,421Professional
      fees
            
            
            90,733
            
            
            
            1,327
            
            
            
            366,604Interest
      expense
            
            
            137,209
            
            
            
            222,370
            
            
            
            692,038TOTAL
      OPERATING EXPENSES
            
            
            425,667
            
            
            
            485,095
            
            
            
            4,179,452(LOSS)
      FROM OPERATIONS
            
            
            (425,667
            )
            
            
            (485,095
            )
            
            
            (4,179,452
            )PROVISION
      FOR INCOME TAXES
            
            
            (275
            )
            
            
            0
            
            
            
            (6,205
            )NET
      (LOSS)
            
            
            (425,942
            )
            
            
            (485,095
            )
            
            
            (4,185,657
            )OTHER
      COMPREHENSIVE INCOME
            
            
            0
            
            
            
            0
            
            
            
            0COMPREHENSIVE
      LOSS
            
            $
            (425,942
            )
            
            $
            (485,095
            )
            
            $
            (4,185,657
            )Loss
      per weighted-average share of commonstock
      outstanding, computed on net loss-basicand
      fully diluted
            
            
            (.03
            )
            
            
            (.04
            )
            
            
            (.29
            )Weighted-average
      number of shares of commonstock
      outstanding basic and fully diluted
            
            
            14,564,267
            
            
            
            13,284,767






Page 2





UNAUDITED





VIBE
RECORDS, INC. NEVADA


CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS


FOR
THE THREE MONTHS ENDED JUNE 30, 2008




2008
            
            
            2007REVENUES
            
            $
            0
            
            
            $
            0OPERATING
      EXPENSESResearch
      and development
            
            
            14,218
            
            
            
            30,870General
      and administrative
            
            
            25,695
            
            
            
            62,810Professional
      fees
            
            
            38,200
            
            
            
            0Interest
      expense
            
            
            48,975
            
            
            
            77,551TOTAL
      OPERATING EXPENSES
            
            
            127,088
            
            
            
            171,231(LOSS)
      FROM OPERATIONS
            
            
            (127,088
            )
            
            
            (171,231
            )OTHER
      INCOME
            
            
            0
            
            
            
            0NET
      LOSS
            
            
            (127,088
            )
            
            
            (171,231
            )OTHER
      COMPREHENSIVE INCOME
            
            
            0
            
            
            
            0COMPREHENSIVE
      LOSS
            
            
            (127,088
            )
            
            
            (171,231
            )Loss
      per weighted-average share of common stock outstanding,computed
      on net loss-basic and fully diluted
            
            
            (.01
            )
            
            
            (.01
            )Weighted-average
      number of shares of common stock outstanding-basic
      and fully diluted
            
            
            14,564,267
            
            
            
            13,284,767






Page 3





UNAUDITED




VIBE
RECORDS, INC. NEVADA


STATEMENT
OF CASH FLOWS


FOR
THE SIX MONTHS ENDED JUNE 30, 2008




2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (425942
            )
            
            $
            (485,095
            )Subsidiary
            
            
            0
            
            
            
            0Depreciation
            
            
            8,808
            
            
            
            5,293CHANGES
      IN OPERATING ASSETS AND LIABILITIESAccounts
      payable
            
            
            62,954
            
            
            
            0Accrued
      interest payable
            
            
            107,239
            
            
            
            178,320NET
      CASH USED FOR OPERATING ACTIVITIES
            
            
            (246,941
            )
            
            
            (301,482
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
            
            
            (5,810
            )
            
            
            (4,410
            )Advance to affiliates
            
            
            (59,163
            )
            
            
            23,661NET
      CASH PROVIDED BY (USED) FOR INVESTING ACTIVITIES
            
            
            (64,973
            )
            
            
            19,251CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      overdraft
            
            
            1,959
            
            
            
            2,938Increase
      in notes payable
            
            
            958,487
            
            
            
            276,663Purchase
      of Treasury Stock
            
            
            (660,000
            )
            
            
            0NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            300,446
            
            
            
            279,601NET
      CASH (USED) FOR THE YEAR
            
            
            (11,468
            )
            
            
            (2,630
            )CASH
      AT BEGINNING OF PERIOD
            
            
            11,468
            
            
            
            2,630CASH
      AT END OF PERIOD
            
            
            0
            
            
            
            0ADDITIONAL
      INFORMATIONInterest
      paid
            
            
            29,970
            
            
            
            136,961Taxes
      paid
            
            
            275
            
            
            
            0







Page 4





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
1 - NATURE OF BUSINESS





Organization and
Nature of Operations-On January 17, 2003, Vibe Records, Inc. Nevada (formerly Benacquista
Galleries, Inc.) (the “Company”) was organized under the laws of the State of
Nevada.  The Company will do business as an independent record label,
distributing and producing recordings in all electronic forms as well as
operating a recording and production facility.





The
Company intends to  secure exclusive standard industry recording
contracts for between three (3) to five (5) new artists per year.  The
Company utilizes a highly focused artist selection process.  The
artist’s value will be significantly increased through the support of the
Company’s specialized and well seasoned management team, modest recording
budgets supported by, a state of-the-art recording studio, strategic alliances
with a renowned audio engineer, and the use of a major manufacturing and
distributing firm.  Furthermore, the Company will utilize these
economic efficiencies to seek out and enter into agreements with pre-established
artists.  Arrangements with established artists will allow the Company
to offer profit sharing ventures with established artists in which the artists
submit their master recordings (while retaining their own ownership rights) and
license the master recordings to the Company for manufacture, distribution and
promotion.





The
Company will also house and operate state of the art recording and production
facilities.  The facilities will be utilized not only by the Company’s
internal artist roster but also will be available for outside
contracting.





Through
these and other endeavors, the Company intends to simultaneously promote and
brand the Vibe Records label.  The Company has relied principally upon
cash flows from equity issuances and capital contributions from its majority
shareholders to sustain operations.





During
the period ending June 30, 2008, the Company completed a share exchange
acquisition with Vibe Records, Inc. of New York.  The Company acquired
100% of the stock of Vibe for 13,489,201 shares of Benacquista
Galleries.  The Company has changed its name to Vibe Records, Inc.
Nevada   This transaction resulted in a change in control of Vibe
Records, Inc.





The
acquisition of Vibe Records, Inc. (Vibe) by Benacquista Galleries, Inc.
(Benacquista) effected a change in control of Benacquista and is accounted for
as a “reverse acquisition” whereby Vibe is the accounting acquiror for financial
statement purposes.  Accordingly, for all periods subsequent to the
“reverse merger” transaction, the financial statements of the Company will
reflect the historical financial statements of Vibe from its inception and the
operations of Benacquista for all periods subsequent to the May 30, 2008
transaction date.





In a
separate transaction, Benacquista’s President and CEO James Price (Price)
exercised a share agreement with the Company would acquire 396,910 of Price’s
896,910 common shares for a payment of $660,000 or approximately $1.51 per
share.  (this is one place to discuss the status of the
payments)






Page 5





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES





Consolidation- The consolidated financial statements contain the accounts of the
Company for all periods presented and the accounts of its wholly owned
subsidiary.  All intercompany accounts and transactions have been
eliminated in consolidation.





Cash - The
Company considers all highly liquid investments with a maturity of three months
or less to be cash equivalents.





Inventory-Inventory
is stated at the lower cost or market.





Revenue
Recognition-Revenues
are recognized by the Company based on the various types of transactions
generating the revenue.  The Company recognized 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.





Advertising
Expense- Advertising costs are expensed as incurred.  There
were no Advertising expense for the period ending June 30, 2008 and
2007.





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 assets or liabilities are recovered or
settled.  Deferred tax assets or liabilities are measured using the
enacted tax rates that will be in effect when the differences are expected to
reverse.  Deferred tax assets are reviewed periodically for
recoverability and valuation allowances are provided as necessary.





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





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





Net Income (Loss)
Per Share-Basic and Diluted - Basic income (loss) per common share is
computed on the basis of the weighted-average number of common shares
outstanding during the period.  Diluted income per share is computed
on the basis of the weighted-average number of


common
shares and all potentially issuable common shares outstanding during the
year.  There are no potentially dilutive securities as of June 30,
2008 and 2007.






Page 6





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES(continued)





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 the fiscal year.  The Company does not
believe that the adoption of SFAS 157 will have a material effect on its
consolidated financial statements.





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





In
September 30, 2008, the Securities and Exchange Commission issued Staff
Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior year
Measurements When Quantifying Misstatements in Current Year Financial
Statements.”  SAB 108 clarifies the staff’s position regarding the
process of


quantifying
financial statements misstatements.  More specifically, the staff
noted that certain registrants do not consider the effects of prior year errors
on current year financial statements, thereby allowing improper assets or
liabilities to remain unadjusted.  The staff believes this approach is
not in the best interests of the users of the financial
statements.  SAB 108 is effective for fiscal years ending on or after
November 15, 2006, with earlier adoption encouraged.  At present, the
Company is evaluating the impact, if any, that the adoption of SAB 108 will have
on the condensed consolidated financial statements.







Page 7





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (continued)





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





In
December 2007, the FASB issued FASB Statement No. 141 (R), “Business
Combinations” (FAS 141 (R)), which establishes accounting principles and
disclosure requirements for all transactions in which a company obtains control
over another business.  Statement 141 (R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008.  Earlier adoption is prohibited.  The Company is
in the process of determining the effect, if any, that the adoption of FAS 141
(R), will have on its results of operations or financial position.





NOTE
3 - GOING CONCERN





Business
Condition - The Company has a limited operating history.  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 year ended June 30, 2008,
the Company had a net loss from continuing operations of $425,942 and it had
negative cash flows from operations of $246,941.  In addition, the
Company had a deficit accumulated in the development stage of $4,185,657 as of
June 30, 2008.  This situation raises substantial doubt about its
ability to continue as a going concern.





NOTE
4 - PROPERTY AND EQUIPMENT





Property
and equipment as of June 30, 2008 and 2007, is comprised of the
following:





2008
            
            
            2007Recording
      and computer equipment
            
            $
            21,873
            
            
            $
            18,155Furniture
      and fixtures
            
            
            8,268
            
            
            
            5,227Automobile
            
            
            30,253
            
            
            
            30,25360,394
            
            
            
            53,635Less:  Accumulated
      depreciation
            
            
            24,702
            
            
            
            10,551Net
      property and equipment
            
            $
            35,692
            
            
            $
            43,084





Depreciation
expense for the six months ended June 30, 2008 and 2007 was $8,808
and


$5,093,
respectively.




Page 8





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007






NOTE
5 - MASTER RECORDINGS





The
Company acquired the rights to use the Vibe Records, Inc. trademark license,
master recordings and its name.  The Company purchased these rights by
issuing stock to the shareholders of Vibe Records, Inc.  The valuation
of the asset is based upon experience of the management of the Company and their
knowledge of the costs of producing the master recordings.  Management
has provided a 100% valuation allowance in regard to this asset.





NOTE
6 - STOCKHOLDERS’ EQUITY





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





Common Stock- In January 2003, the Company issued 1,000,113 shares of common stock to
various individuals, including officers of the Company, for cash proceeds of
$10,000 or $0.01 per share.  In August and September, 2005 the Company
issued 100,000 shares of common stock upon the exercise of
warrants.





NOTE
7 - INCOME TAXES





The
Company has paid no federal or state income taxes since its
incorporation.  As of September 30, 2007 and 2006, the Company had net
operating loss carry forward for federal income tax reporting purposes of
$1,471,787 and $1,251,760, respectively, which, if unused, will begin to expire
in 2023.  These net operating losses have been eliminated due to a
change in control upon the merger with Vibe Records, Inc.




Page 9




UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
8 - LOANS PAYABLE





The
Company maintains a working capital line of credit for $600,000 with Wachovia
Bank.  Interest is paid monthly at the bank’s prime
rate.  The note is 100% secured by marketable securities of a
shareholder.  The balance outstanding as of June 30, 2008 and 2007 was
$599,921 and $599,921,   respectively





The
Company issued a Promissory Note, dated March 31, 2004, for $25,000 to Robert L.
Fulton.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Fulton shall have the right, for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 30,000 Shares of Vibe Records, Inc.
stock.





The
Company issued a Promissory Note, dated March 31, 2004, for $25,000 to Ronald
Alcus.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Alcus shall have the right for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 30,000 Shares of Vibe Records, Inc.
stock.





The
Company issued a Promissory Note, dated March 31, 2004, for $25,000 to Paul
Scaturro.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Scaturro shall have the right for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 30,000 Shares of Vibe Records, Inc.
stock.





The
Company issued a Promissory Note, dated March 31, 2004, for $35,000 to Robert
Fishman.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Fishman shall have the right for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 30,000 Shares of Vibe Records, Inc.
stock.






Page 10





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
8 - LOANS PAYABLE (continued)





The
Company issued a Promissory Note, dated March 31, 2004, for $70,000 to Kevin
Kemp.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Kemp shall have the right for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 100,000 Shares of Vibe Records,
Inc. stock.





The
Company issued a Promissory Note, dated March 31, 2004, for $25,000 to James P.
Amonette.  Said note called for interest at a rate of Ten
Percent.  Principal and interest were made payable on December 31,
2004.  Mr. Amonette shall have the right for a period of thirty (30)
business days following effectiveness of any registration statement filed by the
Company, to convert the principal and accrued but unpaid interest into shares of
the Company’s Common Stock at $1.25 per share.  In addition, the note
was collateralized by a Pledge Agreement for 20,000 Shares of Vibe Records, Inc.
stock.





As of
March 31, 2008, we have an aggregate principal amount, including accrued
interest thereon, of


$306,365
due under our convertible promissory notes payable to Robert I. Fulton, Ronald
Alcus, Paul Scaturro, Robert Fishman, Kevin Kemp, James Amonette and Charles
Taylor, as described above.  We are currently negotiating with the
holders of this indebtedness to convert all amounts and payables into an
aggregate of 278,250 shares of our common stock, based on a conversion price
equal to $1.25 per share.  We have not finalized any agreement with
these Noteholders and there is no assurance that we will ever finalize and enter
into any such agreement with these noteholders.





The
Company has been advanced various sums by Mr. Robert S. McCoy and Michael
Tyler.  These notes are secured in part by 30% of the issued and
outstanding stock of the Company owned by the majority
shareholder.  These loans bear interest at 10% and are due upon
demand.





On March
31, 2008, approximately $1,600,000 in principal amounts owed to Mr. McCoy
and


Mr. Tyler
were converted to Common Stock at $1.25 per share.






Page 11





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
8 - LOANS PAYABLE (continued)





The
following is a summary of the outstanding principal and accrued
interest:





Principal
            
            
            Accrued Interest
            
            
            TotalRobert
      McCoy
            
            $
            871,822
            
            
            $
            295,692
            
            
            $
            1,167,574Michael
      Tyler
            
            
            190,700
            
            
            
            186,816
            
            
            
            377,516James
      Price
            
            
            336,235
            
            
            
            2,773
            
            
            
            339,008Totals
            
            $
            1,398,757
            
            
            $
            485,281
            
            
            $
            1,884,118





The
Company has incurred a bank note for the purchase of an
automobile.  The note calls for payments of principal and interest of
$693.62 with a final payment due May 25, 2011.  The note is
collateralized by the automobile costing $30,252.





NOTE
9 - LEGAL PROCEEDINGS





Vibe
Records, Inc. Nevada has filed a Summons and Complaint against the Baker Girls
for breach of their Artist Recording Contract, Use and Misappropriation of Trade
Secrets, Usurpation of Corporate Assets and Opportunity, Breach of Fiduciary
Obligations, Tortious Interference with Contractual Relations, Tortious
Interference with Prospective Business Relations, Fraud, Unjust Enrichment,
Copyright Infringement and False Designation of Origin under the Lanham
Act.  The Company is seeking a Preliminary and Permanent Injunction,
and Accounting as well as the imposition of a Constructive Trust as well as One
Million Dollars in compensatory and punitive damages before the Court of Maury
County in the State of Tennessee.





In
addition, the Company is party to certain previous material disputes as
follows:





Vibe Records, Inc. Nevada
and Vibe Ventures, Inc.:





Vibe
Records, Inc. Nevada (Records) and Vibe Ventures, Inc. (Ventures) (an unrelated
third party) are parties to a 1990’s declaratory judgment
action.  That litigation was commenced to determine each entity’s
entitlement to use the “Vibe” trademark, and resulted in an agreement regarding
the respective rights to the use of the intellectual property (i.e. Vibe
trademark.)  The agreement was memorialized in a settlement agreement
(the “Settlement Agreement”) and an accompanying







Page 12





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AN 2007






NOTE
9 - LEGAL PROCEEDINGS (continued)





Vibe Records, Inc. Nevada
and Vibe Ventures, Inc.:





Licensing
agreement (the “License” entered into on or about May 29, 1998, between the two
unrelated companies.  Pursuant to the Settlement Agreement, Vibe
Records agreed to assign the registration for its mark (as defined in the
Settlement Agreement) to Vibe Ventures, pursuant to an assignment attached to
the Settlement Agreement in exchange for Vibe Venture’s license of Vibe Records
mark, pursuant to the License.  The License set forth in pertinent
parts, Vibe Records’ right, as follows:





1.  Ventures
hereby grants to Records the right and license to use the Mark only as the name
of a


record
label and for records distribution, meaning wholesale distribution of music by a
record company, but except as specifically permitted in paragraph 2 of the
License.





2.  Nothing
in the License shall prohibit Records from using the Mark to identify Records as
a


record label on
records, tapes, CD’s and/or other media now existing or existing in the
future


used to record music
(and on merchandise such as clothing sold to promote Records’
record


label) (the “Licensed
Products”) sold through direct mail, the Internet and/or in retail
stores.





3.   Ventures
will not itself use, nor will it enter into any license or other agreement to
permit the


use of the Mark on
Licensed Products, nor will it use the word “VIBE” in
immediate


proximity
to the exact word Records on any Licensed products.





Based
upon this agreement, it is Vibe Records’ intellectual property counsel’s opinion
that Vibe Ventures is not entitled to create a record label and/or distribute
records under the mark assigned to Vibe Records in as much as such use would
constitute a use of the Mark on a Licensed Product in violation of paragraph 3
of the License.





On July
5, 2006, The Wicks Group of Companies, L.L.C., A New York-based private equity
firm, announced their acquisition of VIBE Ventures, the world’s leading urban
music and lifestyle magazine.  Along with their acquisition,
management expressed a commitment to extend the VIBE brand into multiple media
platforms and distribution channels, while strengthening its unique position
among it base of young and multicultural consumers.  A contemporaneous
full page advertisement in the June 2006 addition of Vibe Magazine offered “CERTIFIED CLASSIC VIBE REVOLUTIONS
CD HITS VOLUME ONE, IN STORES SOON!”which the Company’s legal counsel
believes is clear infringement on Vibe Records valued licensed
rights.  Furthermore, Vibe Magazine is now promoting other internet
music activities available for sale on their website.







Page 13





UNAUDITED





VIBE
RECORDS, INC. NEVADA


NOTES
TO FINANCIAL STATEMENTS


JUNE
30, 2008 AND 2007








NOTE
9 - LEGAL PROCEEDINGS (continued)





On or
about June 14, 2006, Vibe Records, through it intellectual property counsel,
served notice upon Ventures to cease and desist from any further discussions
which reference, utilize or interfere with the license held by Vibe Records,
Inc. Nevada.  Although Vibe Records is willing to discuss the
possibility of a strategic alliance with Vibe Ventures, a license agreement
and/or an alternative assignment of rights that would result in enhanced
revenues for both Ventures and Records, Vibe Records may seek damages against
Vibe Ventures for infringement on Vibe Records’ intellectual property rights
pursuant to the Agreement.





In
addition to the foregoing, the Company has pledged the Company’s intellectual
property rights in the name “Vibe Records” to Robert S. McCoy pursuant to a
Security Lien Agreement whereby McCoy holds a superior lien against any monies
received regarding the Trademark license Agreement with Vibe Ventures,
LLC.  This lien will be removed when the loans to Mr. McCoy are repaid
in the aggregate principal amount of $600,000.





On
February 11, 2008, the Company’s motion for an extension to discovery was
granted by the United States Patent and Trademark office whereby the Company
received a (90) day extension on discovery until May 12,
2008.  Currently, a Stipulation of Settlement is in discussion between
the parties.





NOTE
10 - COMMITMENTS AND CONTINGENCIES





Leases





The
Company entered into various lease agreements for office space expiring in
December 2007 calling for rent payments of $3,500 per
month.  Subsequent to the balance sheet date the company entered into
a new lease calling for monthly payment of $1,850 plus real estate
taxes.  Future minimum lease payments are as follows:





Year
      endingDecember 31
            
            Amounts2008
            
            $
            36,2002009
            
            
            25,7002010
            
            
            25,7002011
            
            
            25,7002012
      and thereafter
            
            
            25,700Totals
            
            $
            113,300










Page 14





FORWARD-LOOKING
STATEMENTS





This
report contains forward-looking statements that are subject to a number of risks
and uncertainties, many of which are beyond our control, which may include
statements about our:





·
            business
      strategy;




·
            reserves;




·
            financial
      strategy;




·
            production;




·
            uncertainty
      regarding our future operating
results;




·
            plans,
      objectives, expectations and intentions contained in this report that are
      not historical.




All
statements, other than statements of historical fact included in this report,
regarding our strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this report, the words
“could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this report. You should
not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested by
the forward-looking statements we make in this report are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved.
We disclose important factors that could cause our actual results to differ
materially from our expectations under “Risk Factors” and elsewhere in this
report. These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.





Item 2. Management’s Discussion and Analysis of
Financial Condition andResults of
Operations





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” and "Risk
Factors" for a discussion of the uncertainties, risks and assumptions associated
with these forward-looking statements.





The
following discussion and analysis of Vibe’s financial condition and results of
operations are based on Vibe’s financial statements, which Vibe has prepared in
accordance with U.S. generally accepted accounting principles.  You
should read the discussion and analysis together with such financial statements
and the related notes thereto.





Overview




We are an
early company led by an experienced management team and focused on identifying
qualified and talented artists.  Our long term role includes nurturing
the artist’s career through teaching, encouragement and supervision, while
concurrently searching for and selecting suitable material, accompanists,
side-men, producers and other professionals to enhance the artist’s chances for
success.





Plan
of Operations




The
Company intends to attempt to secure exclusive standard industry recording
contracts for between three (3) to five (5) new artists per year.  The
Company utilizes a highly focused artist selection process. The artist’s value
will be significantly increased through the support of the Company’s specialized
and well seasoned management team, modest recording budgets supported by, a
state of-the-art recording studio, strategic alliances with a renowned audio
engineer, and the use of a major manufacturing and distributing firm.
Furthermore, the Company will utilize these economic efficiencies to seek out
and enter into agreements with pre-established artists. Arrangements with
established artists will allow the Company to offer profit sharing ventures with
established artists in which the artists submit their master recordings (while
retaining their own ownership rights) and license the master recordings to the
Company for manufacture, distribution and promotion.








Page 15





The
Company will also house and operate state of the art recording and production
facilities. The facilities will be utilized not only by the Company’s internal
artist roster but also will be available for outside contracting.





Through
these and other endeavors, the Company intends to simultaneously promote and
brand the Vibe Records label.  The Company believes that operating in
this fashion will reduce overhead, and concerns about collection from
accounts.





Critical
Accounting Policies





“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
discusses our consolidated financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the financial statements, the 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. On an
on-going basis, we evaluate our estimates and judgments, including those related
to revenue recognition, valuation allowances for inventory and accounts
receivable, and impairment of long-lived assets. We base our estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances. The result of these estimates
and judgments form the basis for making conclusions about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions. The SEC suggests that all registrants list their most “critical
accounting policies” in Management’s Discussion and Analysis.





Critical
accounting policies are those that are most important to the portrayal of our
financial condition and our results of operations, and require management’s most
difficult, subjective and complex judgments as a result of the need to make
estimates about the effect of matters that are inherently uncertain. Our most
critical accounting policies include, but are not limited to,  revenue
recognition, our ability to collect accounts receivable, the carrying value of
inventories and fixed assets, the useful lives of our fixed assets and
long-lived assets, the impairment of goodwill, the valuation of common stock
related to compensation and other services and the recoverability of
deferred tax assets. In applying these policies, management must use its
informed judgments and best estimates. Estimates, by their nature, are based on
judgments and available information such as the estimated life of fixed assets
for depreciation purposes, the market valuation of inventory in reporting
inventory at the lower of cost or market, and the determination of the market
value of stock when issued as compensation or as repayment for loans. The
estimates that we make are based upon historical factors, current circumstances
and the experience and judgment of our management. We evaluate our assumptions
and estimates on an ongoing basis and may employ outside experts to assist in
our evaluations. Changes in such estimates, based on more accurate future
information, may affect amounts reported in future periods.








Results
of Operations.





Three
and Nine Months Ended June 30, 2008 and 2007





There was
no revenue or cost of good sold for the three and nine months ended June 30,
2008 and June 30, 2007.





For the
three months ending June 30, 2008 and June 30, 2007, the Company experienced a
net loss of $127,088 and $171,231, respectively. General and administrative
expenses decreased to $25,695 from $62,810 for the three months ended June
30, 2008 and June 30, 2007 due to staff reductions and office relocation.
Professional fees and expenses increased to $38,200 from -0- for the three
months ended June 30, 2008 and June 30, 2007 due to increase accounting and
legal expenses  Research and development expenses decreased to $14,218
from $30,870 for the three months ended June 30, 2008 and June 30, 2007 due to
managements time obligations pertaining to the merger  Interest
expense decreased to $48,975 from $77,551 for the three months ended June 30,
2008 and June 30, 2007 due to conversion of certain obligations to
equity.





For the
nine months ending June 30, 2008 and June 30, 2007, the Company experienced a
net loss of $425,942 and $485,095, respectively. General and administrative
expenses decreased to $77,329 from $130,456 for the nine months ended June 30,
2008 and June 30, 2007 due to staff reductions and office relocations.
Professional fees and expenses increased to $90,733 from $1,327 for the nine
months ended June 30, 2008 and June 30, 2007 due to accounting and legal
expenses.  Research and development expenses decreased to $120,396
from $130,942 for the nine months ended June 30, 2008 and June 30, 2007 due
to management obligations associated with the merger  Interest expense
decreased to $137,209 from $222,370 for the three months ended June 30, 2008 and
June 30, 2007 due to conversion of certain obligations to equity








Page 16





Liquidity
and Capital Resources





As of
June 30, 2008, the Company had a working capital deficit of $2,919,019
million. If the Company is not successful in generating sufficient
liquidity from operations or in raising sufficient capital resources, on terms
acceptable to it, this could have a material adverse effect on its business,
results of operations liquidity and financial condition.




Nine
Months Ended June 30, 2008 and 2007





As shown
in the consolidated financial statements, at both June 30, 2008 and June 30,
2007, the Company had no cash on hand.  We had a net loss of $425,942
for the nine months ended June 30, 2008. Net cash used in operating activities
was $246,941 for the nine months ended June 30, 2008. This was mainly due to an
increase of $62,954 in accounts payable and accrued expenses payable, $107,239
due to an increase in accrued interest payable, and $8,808 of depreciation
expenses.





Net cash
used in operating activities was $301,482 for the nine months ended June 30,
2007. We had a net loss of $485,095. This was primarily due to an increase in
accrued interest payable of $178,320





Cash
flows used in investing activities was $64,973 during the nine months ended June
30, 2008, consisting of $5,810 for purchases of property, plant and equipment
and $59,163 for advances made to affiliates.





Cash
flows provided by investing activities was $19,251 during the nine months ended
June 30, 2007, consisting of $4,410 for purchases of property, plant and
equipment, offset by $23,661 received from affiliates.





The cash
flows provided by financing activities were $330,446 during the nine months
ended June 30, 2008 due to an increase in notes payable and purchase of treasury
stock.





The cash
flows provided by financing activities were $279,601during the three months
ended June 30, 2007 also due to an increase in notes payable.





We have
historically incurred recurring losses from operations. Our continuation is
dependent upon a successful program of acquisitions and achieving a profitable
level of operations. We will need $1.5 million of additional financing for
ongoing operations and acquisitions. The issuance of additional equity
securities by us would result in a significant dilution in the equity interests
of our current stockholders. Obtaining loans, assuming those loans would be
available, would increase our liabilities and future cash commitments. We cannot
assure that we will be able to obtain further funds we desire for our continuing
operations or, if available, that funds can be obtained on commercially
reasonable terms. If we are not able to obtain additional financing on a timely
basis, we would cease our operations.








Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.








Item
4. Controls and
Procedures.





Evaluation
of Disclosure Controls and Procedures





The
Company’s Chief Executive Officer and acting Chief Financial Officer has
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
fiscal period ending June 30, 2008 covered by this Quarterly Report on Form
10-Q. Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were effective as required under
Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the
Company’s Chief Executive Officer and Chief Financial Officer does not
relate to reporting periods after June 30, 2008.








Page 17





Management’s
Report on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and


15d-15(f)
of the Exchange Act) of the Company. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





The
Company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the
financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. Management
has determined that material weaknesses exist due to a lack of segregation of
duties, resulting from the Company’s limited resources.





This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this Quarterly Report on Form
10-Q.





Changes in Internal ControloverFinancial
Reporting





No change
in the Company’s internal control over financial reporting occurred during the
quarter ended June 30, 2008, that materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial
reporting.





Page 18








PART
II - OTHER INFORMATION





Item
1.  Legal
Proceedings.





There are
no legal proceedings pending for the Registrant at June 30,
2008.  (this
needs to include a current, accurate
disclosure of all current, pending and threatened
litigation)





Item
1A. Risk Factors.





Please refer to Item 1A. "Risk Factors" of our Form 8-K as
filed with the Securities & Exchange Commission on June 5, 2008 which
includes a detailed discussion of our risk factors. There have been no
significant changes to our risk factors.





Item
2.   Unregistered Sales of Equity Securities and Use of
Proceeds.





None.





Item 3.   Defaults Upon Senior
Securities.





None.





Item 4.  Submission of Matters to a Vote of Security
Holders.





None.





Item 5.  Other
Information.





Not
applicable.





Page 19





Item 6. Exhibits.





Exhibit
              Number
            Description





10.1
            Share
      Exchange Agreement by and between Vibe Records, Inc. Nevada (f/k/a
      Benacquista Galleries, Inc.) (the “Company”) and Vibe Records, Inc., dated
      April 4, 2008. (incorporated by reference and previously filed on Form 8-K
      on April 8, 2008)





10.2
            Letter
      Agreement by and among the Company Timothy Olphie and James Price dated
      April 4, 2008. (incorporated by reference and previously filed on Form 8-K
      on April 8, 2008)





10.3
            Agreement
      of Sale by and among the Company, Vibe Records, Inc., Timothy Olphie and
      James Price dated January 11, 2008 (incorporated by reference and
      previously filed on Form 8-K on January 16,
  2008)





10.4
            Letter
      Agreement between the Company, Timothy Olphie and James Price dated April
      23, 2008, (incorporated by reference and previously filed on Form 8-K on
      April 29, 2008)10.5
            Letter
      Agreement between the Company, Vibe Records, Inc., Timothy Olphie and
      James Price dated May 12, 2008, (incorporated by reference and previously
      filed on Form 8-K on May 21, 2008).10.6
            Letter
      Agreement between the Company, Vibe Records, Inc., Timothy Olphie and
      James Price dated May 16, 2008, (incorporated by reference and previously
      filed on Form 8-K on May 21, 2008).10.7
            Agreement
      and Plan of Merger by and among the Company, Benacquista Acquisition Corp.
      and Vibe Records, Inc., dated May 30, 2008 (incorporated by reference and
      previously filed on Form 8-K on June 6,
2008).





31.1*
            Certificate
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2*
            Certificate
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1*
            Certificate
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2*
            Certificate
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.







Page 20











SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto authorized.





VIBE
      RECORDS, INC. NEVADADate: 
      August 18, 2008
            By:
            /s/Timothy
      J. OlphieTimothy
      J. OlphieChief
      Executive Officer and Chief Financial
Officer






Page 21