**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 June
        30, 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.
 
 [X]
              YES
              [ 
                  ]
              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 June 30, 2005 .
   
  
 
 **TABLE
        OF CONTENTS**
 
 PART
                  I.
              FINANCIAL
                  INFORMATION
              3Item
                  1
              Financial
                  Statements
              4Unaudited
                  Condensed Balance Sheets as of June 30, 2005 and September 30,
                  2004
              4Unaudited
                  Condensed Statements of Operations for the Three and Nine months
                  Ended
                  June 30, 2005 and 2004, and for the Period from January 17, 2003
                  (Date of
                  Inception) through June 30, 2005
              5Unaudited
                  Condensed Statements of Cash Flows for the Nine Months Ended June
                  30, 2005
                  and 2004 and for the Period from January 17, 2003 (Date of Inception)
                  through June 30, 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)**
 
 **June
                  30,**
              
              **September
                  30,****2005**
              
              **2004****ASSETS****Current
                  Assets**Cash
              
              $
              1,651
              
              $
              30,302Inventory
              
              
              826,127
              
              
              826,127**Total
                  Current Assets**
              
              
              827,778
              
              
              856,429**Total
                  Assets**
              
              $
              827,778
              
              $
              856,429**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****Current
                  Liabilities**Accounts
                  payable
              
              $
              9,610
              
              $
              713Accrued
                  interest
              
              
              104,173
              
              
              71,843Note
                  payable to related party
              
              
              862,127
              
              
              862,127**Total
                  Liabilities**
              
              
              975,910
              
              
              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
              
              
              89,984
              
              
              74,460Deficit
                  accumulated during the development stage
              
              
              (248,116
              )
              
              (162,714
              )**Total
                  Stockholders' Deficit**
              
              
              (148,132
              )
              
              (78,254
              )**Total
                  Liabilities and Stockholders' Deficit**
              
              $
              827,778
              
              $
              856,429
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
  4
  
 **BENACQUISTA
        GALLERIES INC.**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
 
  **For
                  the Three Months Ended**
              
              **For
                  the Nine Months Ended March 31,**
              
              **Cumulative
                  January 17, 2003 (Date of Inception) through June
                  30,****June
                  30, 2004**
              
              **June
                  30, 2004**
              
              **June
                  30, 2005**
              
              **June
                  30, 2004**
              
              **2005****Revenue**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              30,000**Cost
                  of Goods Sold**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              36,000**Gross
                  Margin**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,000
              )**General
                  and administrative expense**
              
              
              19,205
              
              
              13,056
              
              
              53,072
              
              
              47,160
              
              
              137,942**Interest
                  expense**
              
              
              10,776
              
              
              10,776
              
              
              32,330
              
              
              29,329
              
              
              104,174**Net
                  Loss**
              
              $
              29,981
              
              $
              23,832
              
              $
              85,402
              
              $
              76,489
              
              $
              248,116**Basic
                  and Diluted Loss per Share**
              
              $
              0.003
              
              $
              0.002
              
              $
              0.009
              
              $
              0.008**Weighted
                  Average Number****of
                  Shares Outstanding**
              
              
              10,000,000
              
              
              10,000,000
              
              
              10,000,000
              
              
              10,000,000
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
 
  5
  
 **BENACQUISTA
        GALLERIES INC.**
 **(A
        Development Stage Enterprise)**
 **CONDENSED
        STATEMENTS OF CASH FLOWS**
 **(UNAUDITED)**
  
 **For
                  The Nine Months Ended**
              
              **For
                  The Nine Months Ended**
              
              **Cumulative
                  January 17, 2003 (Date of Inception) through****June
                  30, 2005**
              
              **June
                  30, 2004**
              
              **June
                  30, 2005****Cash
                  Flows From Operating Activities**Net
                  loss
              
              $
              (85,402
              )
              $
              (76,489
              )
              $
              (248,116
              )Changes
                  in operating assets and liabilities:Inventory
              
              
              -
              
              
              -
              
              
              36,000Accounts
                  payable
              
              
              8,897
              
              
              1,890
              
              
              9,610Accrued
                  interest
              
              
              32,330
              
              
              29,329
              
              
              104,173**Net
                  Cash Used by Operating Activities**
              
              
              (44,175
              )
              
              (45,270
              )
              
              (98,333
              )**Cash
                  Flows From Financing Activities**Capital
                  contributions from majority shareholder
              
              
              15,524
              
              
              45,270
              
              
              89,984Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              10,000**Net
                  Cash Provided in Financing Activities**
              
              
              15,524
              
              
              45,270
              
              
              99,984**Net
                  Change in Cash**
              
              
              (28,651
              )
              
              -
              
              
              1,651**Cash
                  at Beginning of Period**
              
              
              30,302
              
              
              479
              
              
              -**Cash
                  at End of Period**
              
              $
              1,651
              
              $
              479
              
              $
              1,651**Supplemental
                  Dislosure of Non Cash Investing and Financing
                  Activities**Acquisition
                  of inventory by issuance of note payable to related party
              
              $
              -
              
              $
              -
              
              $
              862,127
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
  6
  
 **BENACQUISTA
        GALLERIES, INC.**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO UNAUDITED, CONDENSED FINANCIAL STATEMENTS**
 
 **NOTE
        1 - NATURE OF BUSINESS**
 
 ***Organization
        and Nature of Operations —*** On
        January 17, 2003, Benacquista Galleries, Inc. (“the Company”) was organized
        under the laws of the State of Nevada. 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 nine-month
        period ended June 30, 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 December
        31, 2004 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.
 
  7
  
 ***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 $15,524 cash contributions for the nine months
        ended
        June 30, 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 Life**Outstanding
                  at January 17, 2003
              
              
              —
              
              $
              —
              
              
              —Issuances
              
              
              1,000,000
              
              
              1.00Outstanding
                  at September 30, 2003
              
              
              1,000,000
              
              $
              1.00
              
              
              2.34
                  yearsIssuances
              
              
              —
              
              
              —Outstanding
                  at June 30, 2005
              
              
              1,000,000
              
              $
              1.00
              
              
              .58
                  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.
 
 
 
  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 significant
        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
        September 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 October 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 February 2006. 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 September
        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 October 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 $19,205 during the three months ending June
        30,
        2005 and $13,056 during the three months ending June 30, 2004.
 
 **Financial
        Condition**
 
 For
        the
        three-month period ended June 30, 2005, Benacquista Galleries had a net loss
        of
        $29,981 while for the period ended June 30, 2005, the Company had a net loss
        of
        $23,832. Also, for the period ended June 30, 2005, the Company had a working
        capital deficit of $248,116 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 nine-month period ended June 30, 2005
        and
        2004 was $44,175 and $45,270 respectively. As of June 30, 2005, we had $1,651
        in
        cash. Net cash used in operating activities for the period ended June 30,
        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 June
        30,
        2004 was primarily the result of a net loss offset by an increase in accrued
        interest payable.
 
 Net
        cash
        provided by financing activities was $15,524 for the nine-month period ended
        June 30, 2005. Net cash provided by financing activities was $45,270 for
        the
        nine-month period ended June 30, 2004. Net cash provided by financing activities
        for the period ended June 30, 2005 was attributable to a capital contribution
        from our major shareholder and net cash provided by financing activities
        for the
        period ended June 30, 2004 was also attributable to a capital contribution
        from
        our major shareholder.
 
 As
        of
        June 30, 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' 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 June 30, 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)*
 
 
 
 
 Dated:
        August 15, 2005
    15