**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


Washington,
D.C. 20549


**FORM
10-QSB**


(Mark
One)





**[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934**





For the
quarterly period ended March 31, 2005





OR








**[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934**





For the
transition period from ________ to ________





*Commission
File No. 333-104132*





**Benacquista
Galleries, Inc.**


(Exact
name of Registrant as specified in its charter)







Nevada
    71-0928242(State
      or other jurisdiction of incorporation or organization)
    (I.R.S.
      Employer Identification Number)15208
      Jarrettsville PikeMonkton,
      Maryland
    21111(Address
      of principal executive offices)
    (Zip/Postal
      Code)





(410)
303-9879


(410)
321-1799 Fax


(Telephone
Number)








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





[ 
]   YES         
[X]    NO





State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date. There were 10,000,000 common stock shares,
par value $0.001, as of March 31, 2005 .



















**TABLE
OF CONTENTS**





PART
      I.
    FINANCIAL
      INFORMATION
    3Item
      1
    Financial
      Statements
    4Unaudited
      Condensed Balance Sheets as of March 31, 2005 and September 30, 2004
    4Unaudited
      Condensed Statements of Operations for the three and six months Ended
      March 31, 2005 and 2004, and for the Period from January 17, 2003 (Date of
      Inception) through March 31, 2005
    5Unaudited
      Condensed Statements of Cash Flows for Six Months Ended March 31, 2005 and
      2004 and for the Period from January 17, 2003 (Date of Inception) through
      March 31, 2005
    6Notes
      to Financial Statements
    7Item
      2
    Plan
      of Operation
    9Item
      3
    Controls
      and Procedures
    13PART
      II
    OTHER
      INFORMATION
    13Item
      1
    Legal
      Proceedings
    13Item
      2
    Changes
      in Securities and Small Business Issuer Purchases of Equity
      Security
    13Item
      3
    Defaults
      Upon Senior Securities
    13Item
      4
    Submission
      of Matters to a Vote of Security Holders
    13Item
      5
    Other
      Information
    13Item
      6
    Exhibits
      and Reports on Form 8-K
    14Signature
    
    15


























2





FORWARD-LOOKING
STATEMENTS





In
addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.





The
forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.





Benacquista
Galleries, Inc. undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation those identified in the "Risk
Factors" section of the Company's Registration Statement filed with the
Securities and Exchange Commission (the "SEC") on May 14, 2003 on Form SB-2/A.









































3





**Part
I - Financial Information**





**Item
1. Financial Statements**








**BENACQUISTA
      GALLERIES INC.****(A
      Development Stage Enterprise)****CONDENSED
      BALANCE SHEET****(UNAUDITED)****March
      31,**
      **2005**
    
    **September
      30,**
      **2004****(unaudited)****ASSETS****Current
      Assets**Cash
    
    $
    -
    
    $
    30,302Inventory
    
    
    826,127
    
    
    826,127**Total
      Current Assets**
    
    
    826,127
    
    
    856,429**Total
      Assets**
    
    $
    826,127
    
    $
    856,429**LIABILITIES
      AND STOCKHOLDERS' DEFICIT****Current
      Liabilities**Bank
      Overdraft
    
    $
    3,778
    
    $
    -Accounts
      payable
    
    
    -
    
    
    713Accrued
      interest
    
    
    93,397
    
    
    71,843Payable
      to related party
    
    
    500
    
    
    -Note
      payable to related party
    
    
    862,127
    
    
    862,127**Total
      Liabilities**
    
    
    959,802
    
    
    934,683**Stockholders'
      Deficit**Common
      stock - $0.001 par value; 50,000,000 shares authorized;10,000,000
      shares issued and outstanding, respectively
    
    
    10,000
    
    
    10,000Additional
      paid-in capital
    
    
    74,460
    
    
    74,460Deficit
      accumulated during the development stage
    
    
    (218,135
    )
    
    (162,714
    )**Total
      Stockholders' Deficit**
    
    
    (133,675
    )
    
    (78,254
    )**Total
      Liabilities and Stockholders' Deficit**
    
    $
    826,127
    
    $
    856,429

















See
accompanying notes to the condensed financial statements







4








**BENACQUISTA
      GALLERIES INC.****(A
      Development Stage Enterprise)****CONDENSED
      STATEMENTS OF OPERATIONS****(UNAUDITED)****For
      the Three Months Ended**
    
    **For
      the Six Months Ended**
    
    **Cumulative
      January 17, 2003 (Date of Inception) through******
    
    **March
      31,**
      **2005**
    
    **March
      31,**
      **2004**
    
    ******March
      31,**
      **2005**
    
    **March
      31,**
      **2004**
    
    **March
      31,**
      **2005****Revenue**
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    30,000**Cost
      of Goods Sold**
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    36,000**Gross
      Margin**
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (6,000
    )**General
      and administrative expense**
    
    
    24,074
    
    
    24,311
    
    
    33,867
    
    
    34,104
    
    
    118,737**Interest
      expense**
    
    
    10,777
    
    
    10,777
    
    
    21,554
    
    
    21,553
    
    
    93,398**Net
      Loss**
    
    $
    34,851
    
    $
    35,088
    
    $
    55,421
    
    $
    55,657
    
    $
    218,135**Basic
      and Diluted Loss per Share**
    
    $
    0.003
    
    $
    0.004
    
    $
    0.006
    
    $
    0.006**Weighted
      Average Number of Shares Outstanding**
    
    
    10,000,000
    
    
    10,000,000
    
    
    10,000,000
    
    
    10,000,000


























See
accompanying notes to the condensed financial statements







5














**BENACQUISTA
      GALLERIES INC.****(A
      Development Stage Enterprise)****CONDENSED
      STATEMENTS OF CASH FLOWS****(UNAUDITED)******
    
    **For
      The Six Months Ended March 31, 2005**
    
    **For
      The Six Months Ended March 31, 2004**
    
    **Cumulative
      January 17, 2003 (Date of Inception) through**
      **March
      31, 2005****Cash
      Flows From Operating Activities**Net
      loss
    
    $
    (55,421
    )
    $
    (55,657
    )
    $
    (218,135
    )Changes
      in operating assets and liabilities:Inventory
    
    
    -
    
    
    -
    
    
    36,000Accounts
      payable
    
    
    (713
    )
    
    5,870
    
    
    -Payable
      to related party
    
    
    500
    
    
    -
    
    
    500Accrued
      interest
    
    
    21,554
    
    
    21,552
    
    
    93,397**Net
      Cash Used in Operating Activities**
    
    
    (34,080
    )
    
    (28,235
    )
    
    (88,238
    )**Cash
      Flows From Financing Activities**Bank
      Over draft
    
    
    3,778
    
    
    -
    
    
    3,778Capital
      contributions from majority shareholder
    
    
    -
    
    
    28,235
    
    
    74,460Sale
      of common stock
    
    
    -
    
    
    -
    
    
    10,000**Net
      Cash Provided by Financing Activities**
    
    
    3,778
    
    
    28,235
    
    
    88,238**Net
      Change in Cash**
    
    
    (30,302
    )
    
    -
    
    
    -**Cash
      at Beginning of Period**
    
    
    30,302
    
    
    479
    
    
    -**Cash
      at End of Period**
    
    $
    -
    
    $
    479
    
    $
    -**Supplemental
      Disclosure of Non Cash Investing and Financing Activities**Acquisition
      of inventory by issuance of note payable to related party
    
    $
    -
    
    $
    -
    
    $
    862,127


















See
accompanying notes to the condensed financial statements









6


**BENACQUISTA
GALLERIES, INC.**
 **(A
Development Stage Enterprise)**
 **NOTES
TO UNAUDITED, CONDENSED FINANCIAL STATEMENTS**
 **March
31, 2005**





**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. The Company is considered a development
stage enterprise and is in the process of 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 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. The Company has limited revenues to date. The Company’s fiscal year
end is September 30.





***Interim
Financial Information***  **—** The
accompanying unaudited condensed 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 a normal recurring nature. Operating results for the six-month period
ended March 31, 2005 are not necessarily indicative of the results that may be
expected for the year ending September 30, 2005. The accompanying financial
statements should be read in conjunction with the Company’s annual financial
statements as of September 30, 2004.








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





***Business
Condition*** — The
Company is a new company with no operating history. It has not yet been able to
execute its business plan. This situation raises substantial doubt about its
ability to continue as a going concern. The Company plans to fund its operations
with revenues from the sale of art inventory on its interim website. The
Company’s president has indicated that he will loan sufficient funds to cover
operating needs for the next twelve months. However, there is no guarantee that
these loans will be made. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.





***Net
Income Per Share-Basic and Diluted*** — Basic
income (loss) per common share is computed on the basis of the weighted-average
number of common shares outstanding during the period. Diluted income per share
is computed on the basis of the weighted-average number of common shares and all
potentially issuable common shares outstanding during the year. As of March 31,
2005 and September 30, 2004, there was an outstanding warrant to purchase up to
1,000,000 common shares that is not included in the computation of diluted net
loss per share as the effect would be anti-dilutive.





**NOTE
3** - **INVENTORY**





***Value*** —
Inventories are stated at the lower of cost or market. When there is evidence
that the inventory value is less than the original cost, the inventory is
reduced to market value. The Company determines market value from periodic
professional appraisals. Appraisals are performed annually or more often as
deemed appropriate. On September 23, 2003, Ronald L. Brion appraised most of the
works of art and provided an estimated current market value of $915,450. Two
pieces not included in the appraisal were previously appraised for $18,500 and
two pieces were sold valuing $40,000 making the total art inventory fair value
$893,950.




The
accompanying notes are an integral part of these financial
statements.


7


****
 **BENACQUISTA
GALLERIES, INC.**
 **(A
Development Stage Enterprise)**
 **NOTES
TO UNAUDITED, CONDENSED FINANCIAL STATEMENTS**
 **March
31, 2005**


***Composition*** —
Inventory is composed of 41 pieces of art consisting of oil-on-canvas,
lithograph and pastel paintings, bronze and ceramic sculptures and other
miscellaneous items.





**NOTE
4** - **STOCKHOLDERS’
EQUITY AND WARRANTS**





***Common
Stock*** — In
January 2003, the Company issued 10,000,000 shares of common stock to various
individuals, including officers of the Company, for cash proceeds of $10,000 or
$0.001 per share.





***Additional
Paid-in Capital*** — The
majority shareholder made no cash contributions for the six months ended March
31, 2005 and 74,460 the period January 17, 2003 (date of inception) through
September 30, 2004.





***Warrant*** — In
January 2003, the Company issued a warrant to purchase up to 1,000,000 shares of
common stock to an unaffiliated company. The following summarizes the
outstanding warrant at December 31, 2004 and March 31, 2005:




Fixed
      Warrants
    
    
    Warrants
    
    
    Weighted-Average
      Exercise
      Price
    
    
    Weighted-Average
      Remaining
      Contractual
      LifeOutstanding
      at January 17, 2003
    
    
    —
    
    $
    —
    
    
    —Issuances
    
    
    1,000,000
    
    
    1.00Outstanding
      at September 30, 2003
    
    
    1,000,000
    
    $
    1.00
    
    
    2.34
      yearsIssuances
    
    
    —
    
    
    —Outstanding
      at March 31, 2005
    
    
    1,000,000
    
    $
    1.00
    
    
    .83
      years


**NOTE
5 - RELATED PARTY TRANSACTIONS**





In
January 2003, the major shareholder sold certain of his works of art to the
Company for $862,127 represented by an unsecured note payable. The note bears
interest at 5% per annum and is due in full June 30, 2005 with no periodic
payments required. The purchase price represents the shareholder’s original cost
in the art which was originally acquired for cash.





During
the quarter ended March 31, 2005, the major shareholder advanced the Company
$500. This advance is expected to be repaid in the near future.




The
accompanying notes are an integral part of these financial
statements.


8








**Item
2. Plan of Operation**





The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements.





**Plan
of Operation**


The
following discussion regarding our plan of operations for the next 12 months
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including, but
not limited to, those set forth under "Risk factors" and elsewhere in this
prospectus.





Overview





Benacquista
Galleries, Inc. is a development stage Nevada Corporation formed on January 17,
2003 for the purpose of offering collectable artwork and accessories through a
chain of retail galleries and a fully interactive e-commerce and auction-enabled
website. To date, the artwork offering remains incomplete, only the basic
interim website is operational, we have no galleries and we have no customers.





Currently,
we have very limited operations, no full-time employees, one part time employee
(sole officer and director James Price), no interactive e-commerce and auction
website, no retail gallery space and no contracts with any providers of the
same. We have recently launched our basic interim website., which features our
current, limited art inventory. We have developed a plan of operations that
could allow us to sell art through at least one retail gallery location and over
the internet.





We have
primary areas of our business that we intend to develop over the next six to
twelve months:





·
    Relationships
      with several artists for exclusive artwork offerings through Benacquista
      Galleries;


·
    A
      fully interactive e-commerce and auction enabled website;


·
    At
      least one gallery opening in a strategic
location;


·
    A
      sales and marketing capability sufficient to handle all website inquiries
      and gallery traffic.





We have
targeted locations for potential gallery openings during the next 18 months.
These locations are in Pennsylvania, Virginia, Nevada and Maryland. The
locations are in shopping malls which have been selected due to the number of
complementary luxury goods stores they contain. We have also focused on
properties which are highly selective with respect to their retail tenants.
These properties are amongst the most expensive retail locations per square foot
in the United States. It will be very difficult for us, as a development stage
company without a significant operating history and with very limited cash
reserves, to successfully secure a location in one or more of these malls. In
addition, significant expenditures of capital can be required to make a retail
location operable as an art gallery. While these expenses are often covered by a
tenant improvement allowance offered by the mall landlord, there can be no
assurance that we will receive such an allowance. Although we will seek out
space that requires as little improvement as possible, there can be no assurance
that such a space will be available to us on terms which we qualify for and
would be willing to accept. We intend to enter into lease agreements on four
facilities. James Price, in a guarantee agreement, has agreed to execute lease
guarantees on each of these locations, if necessary, for a maximum lease
liability of $500,000 per lease.





We have
developed and launched a basic interim website which displays some of our
current art inventory for sale. You can visit our website at www.benacquistagalleries.com . Because
our interim website was done on a limited budget, it contains basic company
information as well as displays several art pieces for sale and information on
the artists.








9





Our
limited interim site functions as follows: Our site lists an email address where
customers can send an email enquiring about our artwork for sale or artwork that
will be posted on the site. We email customers back and then initiate an email
or telephone conversation regarding their inquiry. We then negotiate sales and
prices with our customers via email or telephone and consummate the transaction
using checks, wire transfer or PayPal and physical delivery of the art with a
common carrier. We also intend to sell certain items in our inventory on eBay
and can advise people via email to bid on our art in that forum. In this sense,
our website is functioning more as an advertisement and in the future, as a
catalogue, than as a traditional e-commerce site. If we have the financial
resources, we intend to upgrade the site to a more comprehensive ecommerce site.





In June
of 2005, we also intend to begin development of a fully interactive e-commerce
and auction enabled website developed by Cybergroup, Inc. The website will
include visual displays of art inventory and a full on-line auction and purchase
capacity. The website will serve two primary functions for our
company:





·
    developing
      customer awareness of our brand, offerings, featured artists, retail
      locations and available artwork to potential purchasers who will then be
      more likely to visit our retail location; and


·
    providing
      an on-line opportunity to purchase art viewed on our website or at one of
      our retail galleries.





We
believe that it will cost between $40,000 and $75,000 to launch our e-commerce
and auction website and to develop adequate advertising materials. We believe
that it will cost an additional $25,000 for advertising and marketing for the
website sufficient to drive adequate traffic. We intend to accomplish this by
means of outside consultants and by the efforts of James Price. We believe that
these materials will be completed within 90 days of our receipt of $100,000
through revenues generated by our interim website, proceeds generated by the
exercise of the warrant or other methods such as the sale of art through other
galleries or eBay or loans from our sole officer and director. Mr. Price is not
legally obligated to make such loans nor do we know under what terms and
conditions such loans might be available. Our art inventory is valued at
$826,127, not including two pieces of the company’s art that were not appraised.
Therefore, whether we sell our art inventory on our interim website or through
other galleries or on eBay, we would likely be able to raise enough proceeds to
launch our e-commerce and auction website. It is our hope that the website and
marketing plan be completed no later than September 2005. Although we currently
do not have an agreement with any other gallery, we are in the negotiation
process. If the warrant is exercised, the funds received will be used first to
launch the e-commerce and auction website. However, there is no assurance that
the warrant will ever be exercised.





Although
there are no assurances that either the interim website will generate revenues
or the warrant will be exercised, we believe if we receive sufficient funds from
the sources above we will be able to offer for sale our existing inventory of
artwork on-line and through our first gallery opening by December 2005. Although
our existing inventory of artwork was sold by our chief executive officer, James
Price, from his private collection and does not represent any continuing
on-going relationship with a particular artist, we believe that the inventory
will be sufficiently interesting to attract art buyers to our gallery and site
while we continue to negotiate contracts with individual artists. We expect that
we will spend about $10,000 over 30 days on outside consultants to integrate our
artwork inventory into our website presence. We have no present source for these
funds other than the revenues expected from our interim website or the proceeds
from the exercise of the warrant. There are no assurances that either the
warrant will be exercised or the interim website will generate revenues. It is
our hope that at least one new artist and our current inventory will be
available for sale on our e-commerce and auction website no later than June
2005.





Sales and
marketing will be critical to the success of our business. Our business model
relies heavily on our ability to cause collectors and investors to visit our
galleries and our website. We intend to accomplish this goal through a
combination of methods. We intend to hire a full-time sales and marketing
director as soon as funding permits. We believe that we can obtain a suitable
candidate for an annual salary of $65,000, without having to offer insurance or
other benefits. We would need to support this individual with a marketing budget
of approximately $35,000. This budget would be used for travel to and attendance
at industry trade shows and for advertisements in trade publications and
websites. We believe that this combination of efforts together with the efforts
of our chief executive officer, James Price, in approaching colleagues and
leaders in the art field will be sufficient. We intend to commence hiring the
marketing director and beginning sales and marketing activities as soon as funds
are available. We have no present source for these funds other than the revenues
expected from our interim website or the proceeds from the exercise of the
warrant. There are no assurances that either the interim website will generate
revenues or the warrant will be exercised.





10








We
believe it will take 3 months for us to identify and hire such an individual. We
believe it will take another 6 to 8 months for the sales and marketing efforts
to yield profits high enough to open our second gallery.





There can
be no assurance that any of the above alternative strategies will achieve our
intended goals. If we are unsuccessful in securing resources by any of the above
outlined means, then our organization will cease to be able to carry out any
alternative plan of operation and we will cease operations, resulting in a total
loss of investment for all shareholders.





Benacquista
currently has a limited inventory of art of 43 pieces purchased from our chief
executive officer. Although we plan to sell this artwork along with other
artwork that we plan to acquire, we have not yet negotiated with any suppliers
or artists regarding such other artwork. We plan to acquire new artwork from
individual artists and wholesalers and to sell this artwork on an Internet site
we intend to build as well as in retail galleries that we intend to open.





**Sales
and marketing.**




We expect
sales and marketing expenses to increase sharply to between $25,000 and $50,000
by September of 2005, assuming that we receive sufficient funding to initiate
our interactive web site and to commence our marketing plan.





**General
and administrative.**




General
and administrative expenses were $24,074 during the three months ending March
31, 2005 and $24,311 during the three months ending March 31, 2004.





**Financial
Condition**





For the
three-month period ended March 31, 2005, Benacquista Galleries had a net loss of
$34,851 while for the period ended March 31, 2004, the Company had a net loss of
$35,088. Also, for the period ended March 31, 2005, the Company had a working
capital deficit of $133,675 while for the period ended September 30, 2004, the
Company had a working capital deficit of $78,254.





Benacquista
Galleries's current financial condition makes it difficult to commence product
offering or derive revenue until additional funding is received. Although our
chief executive officer is willing to continue website development and marketing
without a salary, we currently do not have the resources to commence our
marketing plan.





**Liquidity
and capital resources**





Net cash
used in operating activities for the six-month period ended March 31, 2005 and
2004 was $34,080 and $28,235 respectively. As of March 31, 2005, we had $0 in
cash. Net cash used in operating activities for the period ended March 31, 2005
was primarily the result of a net loss offset by an increase in accrued interest
payable. Net cash used in operating activities for the period ended March 31,
2004 was primarily the result of a net loss offset by an increase in accrued
interest payable.





Net cash
provided by financing activities was $3,778 for the six-month period ended March
31, 2005. Net cash provided by financing activities was $28,235 for the period
ended March 31, 2004. Net cash provided by financing activities for the period
ended March 31, 2005 was attributable to a capital contribution from our major
shareholder and net cash provided by financing activities for the period ended
March 31, 2004 was also attributable to a capital contribution from our major
shareholder.





As of
March 31, 2005 our principal commitments consisted of our obligations
outstanding under accounts payable, accrued interest and a note payable to our
major shareholder. We have no material commitments for capital expenditures. We
expect no significant capital expenditures or lease commitments during the next
fiscal quarter.





11








We
believe that our current cash balances, including cash and cash equivalents, are
insufficient to meet our working capital and capital expenditure requirements.
We have exhausted all of our working capital. We will need to receive an
infusion of capital from our chief executive officer or receive funding from
another source in order to continue operations.





We need
to secure additional cash as soon as possible. We may seek to sell additional
equity or debt securities or to obtain a credit facility; however, at the
present time, we have not entered into any arrangements or understandings with
respect to any such financings. The sale of additional equity or convertible
debt securities could result in additional dilution to our stockholders. The
incurrence of indebtedness would result in an increase in our fixed obligations
and could result in operating covenants that would restrict its operations.
There can be no assurance that financing will be available in amounts or on
terms acceptable to us, if at all. If financing is not available when required
or is not available on acceptable terms, we may be unable to develop or enhance
our products or services. In addition, we may be unable to take advantage of
business opportunities or respond to competitive pressures. Any of these events
could have a material and adverse effect on our business, results of operations
and financial condition.





Benacquista
Galleries's short-term prospects are challenging considering our lack of
financial resources. Management has substantial doubt about its ability to
maintain even the presently minimal level of operations should the liquidity
situation not improve. Without raising any additional cash, selling existing
artwork or additional contributions or loans from our major shareholder,
Benacquista Galleries' short-term and long-term prospects for growth are
minimal.





**Cash
requirements**





Presently,
without additional cash, we will not be able to continue operations. We have
exhausted all of our working capital. Our continued operation is therefore
dependent upon our ability to secure additional cash. We need to raise
additional funds as soon as practicable, through the sale of equity or debt
securities in the company or through the sale of our existing art inventory. We
presently have no arrangements or understandings with any investors or potential
investors with respect to an investment in Benacquista Galleries. We have not
decided at what price or under what terms we will raise such additional funds.
The factors that we will utilize in making such a decision include: our success
in developing strategic partners for Benacquista Galleries, the market valuation
of our competitors, the availability of investments generally for development
stage start-up companies, and the feedback that we receive from potential
investors. We intend to target potential customers and potential strategic
partners as possible investors in Benacquista Galleries, though we have not
received any indications of interest so far.





**Research
and development**





We have a
present intention to spend substantial resources on research or development over
the next 12 months, consisting primarily in the development of our website. We
anticipate that, funding permitting, we would spend up to $99,000 on the
development of our website during the next 12 months.





**Plant
and equipment**





We
currently have an office in Monkton, Maryland inside the home of our chief
executive officer. We believe our currently available space will be insufficient
for our operations for the next 12 months, but do not anticipate leasing any
additional space for at least 9 months.





**Employees**





We intend
to hire additional personnel to staff our physical galleries and assist us in
the marketing of our on-line gallery. We anticipate hiring such personnel in
approximately 9 months and would hire no more than 9 people.





12





**ITEM
3. Controls and Procedures**





(a) The
Company maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company concluded that the Company's disclosure controls and procedures were
adequate.





(b)
Changes in internal controls. The Company made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.





**Part
II**





**OTHER
INFORMATION**





**Item
1. Legal Proceedings**





Not
Applicable





**Item
2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities**





**Recent
Sales of Unregistered Securities**





Not
Applicable





**Item
3. Defaults Upon Senior Securities**





Not
Applicable





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





Not
Applicable





**Item
5. Other Information**





Not
Applicable








13





**Item
6. Exhibits and Reports on Form 8-K**





(a) LIST
OF EXHIBITS





List
      of Exhibits
    
    Description3.1
    
    Articles
      of Incorporation of registrant as filed previously with the Commission on
      Form SB-2, dated April 12, 2002.3.2
    
    Bylaws
      of registrant as filed previously with the Commission on Form SB-2, dated
      April 12, 2002.31.1
    
    Certification
      of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
      of 200232.1
    
    Certification
      of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002








(b)
REPORTS ON FORM 8-K





The
following reports on Form 8-K were filed by the Company during the fiscal
quarter ended March 31, 2005:





None












14





**SIGNATURE**





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Benacquista
      Galleries, Inc.*/s/
      James Price**James
      Price**Chief
      Executive Officer**(Duly
      Authorized Officer and Principal Financial and Accounting
      Officer)*














In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.











*/s/
      James Price**James
      Price**Chief
      Executive Officer**(Duly
      Authorized Officer and Principal Financial and Accounting
      Officer)*




















Dated:
May 20, 2005










15