UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





(Mark
One)





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





For the
quarterly period ended December 31, 2007





[   ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For the
transition period from ________ to _________.





Commission
File No. 0-51107











Benacquista
Galleries,
Inc.


(Name of
Small Business Issuer as specified in its charter)





Nevada
            71-0928242(State
      or other Jurisdiction of
            (I.R.S.
      EmployerIncorporation
      or Organization)
            Identification
      No.)6870
      La Valle Plateada Rancho Santa Fe, California
            92067(Address
      of Principal Executive Offices)
            (Zip
      Code)





(858)
525-5695


(Issuer’s
Telephone Number, Including Area Code)





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
         Yes
[ X ]  No [    ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).          Yes
[    ]  No [ X ]





As of
February 14, 2008, the registrant had outstanding 1,072,666 shares of common
stock, par value $0.001 per share, of which there is only a single
class.





Transitional
Small Business Disclosure Format (Check
one):          Yes
[ X ]  No [    ]











TABLE OF
CONTENTS





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

















PART
I – FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS.





BENACQUISTA
GALLERIES, INC. AND SUBSIDIARY


(A
Development Stage Enterprise)


CONDENSED
CONSOLIDATED BALANCE SHEETS


(UNAUDITED)




December
      31,
            
            
            September
      30,2007
            
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            -
            
            
            $
            -Inventory
            
            
            -
            
            
            
            -Accrued
      interest receivable
            
            
            -
            
            
            
            -Total
      Current Assets
            
            
            -
            
            
            
            -Total
      Assets
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            $
            11,834
            
            
            $
            13,188Accrued
      interest payable
            
            
            -
            
            
            
            -Unearned
      income
            
            
            -
            
            
            
            -Due
      to majority shareholder
            
            
            104,030
            
            
            
            71,521Note
      payable to majority shareholder
            
            
            -
            
            
            
            -Total
      Current Liabilities
            
            
            115,864
            
            
            
            84,709Long-Term
      Liabilities
            
            
            -
            
            
            
            -Total
      Liabilities
            
            
            115,864
            
            
            
            84,709Commitments
      and Contingencies
            
            
            -
            
            
            
            -Stockholders'
      DeficitCommon
      Stock- $0.001 par value; 5,000,000 shares authorized;1,075,066
      and 1,075,066 shares issued, respectively;1,072,666
      and 1,072,666 shares oustanding, respectively
            
            
            1,075
            
            
            
            1,075Treasury
      stock-at cost 2,400 and 2,400 shares, respectively
            
            
            (9,867
            )
            
            
            (9,867
            )Additional
      paid-in-capital
            
            
            1,098,502
            
            
            
            1,098,502Stock
      subscription receivable
            
            
            -
            
            
            
            -Accumulated
      deficit
            
            
            (1,205,574
            )
            
            
            (1,174,419
            )Total
      Stockholders' Deficit
            
            
            (115,864
            )
            
            
            (84,709
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            -
            
            
            $
            -








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









F-1





BENACQUISTA GALLERIES, INC.


(A
Development Stage Enterprise)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





January
      17,2003(Inception)For
      the Three Months Ended
            
            
            throughDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expensesResearch
      and development
            
            
            -
            
            
            
            5,000
            
            
            
            5,000General
      and administrative
            
            
            31,155
            
            
            
            52,993
            
            
            
            1,010,503Total
      operating expenses
            
            
            31,155
            
            
            
            57,993
            
            
            
            1,015,503Loss
      from operations
            
            
            (31,155
            )
            
            
            (57,993
            )
            
            
            (1,015,503
            )Other
      income (expense)Interest
      income
            
            
            -
            
            
            
            3,687
            
            
            
            55,127Interest
      expense
            
            
            -
            
            
            
            (12,756
            )
            
            
            (191,915
            )Forgiveness
      of accounts payable
            
            
            -
            
            
            
            -
            
            
            
            8,850Total
      other income (expense)
            
            
            -
            
            
            
            (9,069
            )
            
            
            (127,938
            )Net
      loss from continuing operations
            
            
            (31,155
            )
            
            
            (67,062
            )
            
            
            (1,143,441
            )Discontinued
      operationsLoss
      from discontinued operations
            
            
            -
            
            
            
            (3,382
            )
            
            
            (325,935
            )Gain
      on sale of YNOT
            
            
            -
            
            
            
            -
            
            
            
            263,802Income
      (loss) from discontinued operations
            
            
            -
            
            
            
            (3,382
            )
            
            
            (62,133
            )Net
      income (loss)
            
            $
            (31,155
            )
            
            $
            (70,444
            )
            
            $
            (1,205,574
            )Basic
      and diluted loss (income) per share from:Continuing
      operations
            
            $
            (0.03
            )
            
            $
            (0.06
            )Discontinued
      operations
            
            $
            -
            
            
            $
            -Net
      income (loss) per share
            
            $
            (0.03
            )
            
            $
            (0.06
            )Weighted
      average number  of shares outstanding
            
            
            1,072,666
            
            
            
            1,097,713

















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





F-2





BENACQUISTA GALLERIES, INC.


(A
Development Stage Enterprise)


CONDENSED
CONSOLIDATED STATEMENTS OF CASHFLOWS


(UNAUDITED)


January
      17,2003(Inception)For
      the Three Months Ended
            
            
            throughDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Cash
      Flows From Operating ActivitiesNet
      income (loss)
            
            $
            (31,155
            )
            
            $
            (70,444
            )
            
            $
            (1,205,574
            )Adjustments
      to reconcile net income (loss) to net cash from operating
      activities:Gain
      on sale of stock of subsidiary
            
            
            -
            
            
            
            -
            
            
            
            (263,802
            )Services
      received for notes receivable
            
            
            -
            
            
            
            -
            
            
            
            453,861Forgiveness
      of accounts payable
            
            
            -
            
            
            
            -
            
            
            
            (8,850
            )Write
      off of bad debt
            
            
            -
            
            
            
            -
            
            
            
            20,150Advertising
      expense - web content purchase
            
            
            -
            
            
            
            -
            
            
            
            150,000Changes
      in operating assets and liabilitiesAccounts
      receivable
            
            
            -
            
            
            
            -
            
            
            
            (20,150
            )Inventory
            
            
            -
            
            
            
            -
            
            
            
            (44,004
            )Accrued
      interest receivable
            
            
            -
            
            
            
            (3,687
            )
            
            
            (11,303
            )Accounts
      payable
            
            
            (1,354
            )
            
            
            9,613
            
            
            
            21,182Accrued
      interest
            
            
            -
            
            
            
            12,756
            
            
            
            91,910Unearned
      income
            
            
            -
            
            
            
            35,234
            
            
            
            102,126Net
      Cash From Operating Activities
            
            
            (32,509
            )
            
            
            (16,528
            )
            
            
            (714,454
            )Cash
      Flows From Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      Flows From Financing ActivitiesPrincipal
      payments from stock subscription notes receivable
            
            
            -
            
            
            
            -
            
            
            
            253,543Advances
      from majority shareholder
            
            
            32,509
            
            
            
            37,465
            
            
            
            554,670Payments
      to majority shareholder
            
            
            -
            
            
            
            (22,000
            )
            
            
            (190,000
            )Capital
      contribution from majority shareholder
            
            
            -
            
            
            
            -
            
            
            
            96,108Purchase
      of treasury stock
            
            
            -
            
            
            
            -
            
            
            
            (9,867
            )Sale
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            10,000Net
      Cash From Financing Activities
            
            
            32,509
            
            
            
            15,465
            
            
            
            714,454Net
      Change in Cash
            
            
            -
            
            
            
            (1,063
            )
            
            
            -Cash
      at Beginning of Period
            
            
            -
            
            
            
            1,170
            
            
            
            -Cash
      at End of Period
            
            $
            -
            
            
            $
            107
            
            
            $
            -Supplemental
      Cash Flow InformationCash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            100,000Non-Cash
      Investing and Financing ActivitiesSpin
      out of YNOT for note payable
            
            $
            -
            
            
            $
            -
            
            
            $
            263,802Exchange
      of Monarch stock subscription note receivable for stock
            
            
            -
            
            
            
            -
            
            
            
            303,899Exchange
      of art inventory for note payable and accrued interest
            
            
            -
            
            
            
            -
            
            
            
            1,203,499Shares
      underlying warrants issued in exchange for notes
receivable
            
            
            -
            
            
            
            -
            
            
            
            1,000,000Acquistion
      of web content by issuance of note to majority shareholder
            
            
            -
            
            
            
            -
            
            
            
            150,000











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








F-3





BENACQUISTA
GALLERIES, INC.


(A
Development Stage Enterprise)


NOTES
TO UNAUDITED, CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





NOTE
1 - NATURE OF BUSINESS





Organization and
Nature of Operations — On January 17, 2003, Benacquista Galleries, Inc.
(“the Company”) was organized under the laws of the State of Nevada. On October
10, 2005 the Company formed a wholly owned subsidiary named YNOT Eduk8, Inc. for
the purpose of pursuing the business opportunities related to the acquisition of
the website content of www.ynoteduk8.com from YNOT Education, Inc. in September,
2005. .YNOT Eduk8, Inc. (“YNOT”) has no business operations activity since
inception. The Company is considered a development stage enterprise and is in
the process of developing markets for its products and raising capital to fund
operations. As such, the Company has since inception spent most of its efforts
in developing its business plan, acquiring inventory, and in raising capital to
fund its operations. The Company has relied principally upon cash flows from
equity issuances and capital contributions from its major shareholder to sustain
operations. The planned operations of the Company consist of selling art work
through the internet and in September 2005 obtained the exclusive publishing
rights to the “Farmacist Desk Reference” (“FDR”). On March 27, 2007 the Company
transferred certain contracts related to the FDR and related liabilities to YNOT
and subsequently sold its interest in YNOT. On April 10, 2007 the Company
transferred its inventory, consisting of works of art to Mr. James Price in
exchange for certain obligations. As a result of these transactions, the Company
has treated these operations as discontinued in the accompanying statements of
operations for the three months ended December 31, 2007 and for the period from
January 17, 2003 (inception) to December 31, 2007 as more fully described in
Note 6. The Company has restated its historic statement of operations to conform
to such presentation. The majority shareholder of the Company is Mr. James
Price, our Chief Executive Officer and Chairman of the Board, who owns
approximately 81.5% of the outstanding common stock of the Company as of
December 31, 2007.





Interim Financial
Information   — The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and notes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been included and are of normal recurring nature. Operating results for
the  three month period ended December 31, 2007 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2008. The accompanying financial statements should be read in conjunction with
the Company’s annual financial statements as filed on Form 10-KSB as of
September 30, 2007.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Consolidation —The consolidated financial statements contain the accounts of the Company
for all periods presented and the accounts of its wholly owned subsidiary, YNOT
Eduk8, Inc. since its inception on October 10, 2005 until the sale of the
Company’s interest in YNOT on March 27, 2007. All intercompany accounts and
transactions have been eliminated in consolidation.





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





Revenue
Recognition — The Company recognizes revenue when persuasive evidence of
an arrangement exists; services have been rendered or products have been
delivered; the price to the buyer is fixed and determinable; and collectibility
is reasonably assured.





Advertising
Expense — Advertising costs are expensed as incurred. Advertising expense
for the three months ended December 31, 2007 and 2006 was $0 and $3,946,
respectively.








F-4





Income
Taxes — The Company recognizes an asset or liability for the deferred tax
consequences of all temporary differences between the tax basis of assets or
liabilities and their reported amounts in the consolidated financial statements
that will result in taxable or deductible amounts in future years when the
reported amounts of the asset or liabilities are recovered or settled. Deferred
tax assets or liabilities are measured using the enacted tax rates that will be
in effect when the differences are expected to reverse. Deferred tax assets are
reviewed periodically for recoverability and valuation allowances are provided
as necessary.





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





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





Net Income (Loss)
Per Share-Basic and Diluted — Basic income (loss) per common share is
computed on the basis of the weighted-average number of common shares
outstanding during the period. Diluted income per share is computed on the basis
of the weighted-average number of common shares and all potentially issuable
common shares outstanding during the year. There are no potentially dilutive
securities as of December 31, 2007 and 2006.





Recently Issued
Accounting Pronouncements — In September 2006, the FASB issued Statement
of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157),
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and requires additional disclosures
about fair value measurements. SFAS 157 aims to improve the consistency and
comparability of fair value measurements by creating a single definition of fair
value. The Statement emphasizes that fair value is not entity-specific, but
instead is a market-based measurement of an asset or liability. SFAS 157 upholds
the requirements of previously issued pronouncements concerning fair value
measurements and expands the required disclosures. This Statement is effective
for financial statements issued for fiscal years beginning after November 15,
2007, however earlier application is permitted provided the reporting entity has
not yet issued financial statements for that fiscal year. The Company does not
believe that the adoption of SFAS 157 will have a material effect on its
consolidated financial statements.




In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities", including an amendment of FASB
Statement No. 115 SFAS 159. This pronouncement permits entities to choose to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. SFAS 159 is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007. The Company does not believe that the adoption of SFAS 159 will have a
material effect on its consolidated financial statements.





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








F-5





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





NOTE 3   -   GOING CONCERN





Business
Condition — The Company has a limited operating history. It has not yet
been able to fully execute its business plan. The accompanying consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles which contemplate continuation of the Company as a going
concern. During the three months ended December 31, 2007, the Company had a net
loss from continuing operations of $31,155 and it had negative cash flows from
operations of $36,355. In addition, the Company had a deficit accumulated in the
development stage of $1,205,574 as of December 31, 2007. This situation raises
substantial doubt about its ability to continue as a going concern.





On
November 12, 2007, the Company entered into a Share Exchange Agreement to
acquire Vibe Records, Inc. (“Vibe”) which has been cancelled effective January
11, 2007 upon the entry of an Agreement of Sale as more fully described in Note
7. Our president has indicated that he will loan sufficient funds to cover
operating needs for the next twelve months. However, there is no guarantee that
these loans will be made. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.





NOTE 4   -   STOCKHOLDERS’
EQUITY





Common
Stock — In January 2003, the Company issued 1,000,000 shares of common
stock to various individuals, including officers of the Company, for cash
proceeds of $10,000 or $0.001 per share. In August and September, 2005 the
Company issued 100,000 shares of common stock upon the exercise of warrants. In
April 2007, 25,000 of these shares were returned and cancelled.





Additional
Paid-in Capital — The majority shareholder has made a total of $96,108
cash contributions for the period January 17, 2003 (date of inception) through
December 31, 2007.  In addition, the excess of certain obligations due
to the majority shareholder over the recorded value of the inventory transferred
was recorded as additional paid in capital as a contribution from the majority
shareholder in the amount of $297,368.





NOTE
5 - RELATED PARTY TRANSACTIONS





During
the three months ending December 31, 2007 the majority shareholder loaned the
company cash of $32,509 for operating expenses.





NOTE
6 - DISCONTINUED OPERATIONS





In March,
2007 the Company entered into an agreement with Don Tolman by which Mr. Tolman
assumed the $150,000 unsecured note payable and all related accrued interest in
exchange for the Company’s 8,902,287 shares of common stock in
YNOT.





The
Company and Mr. Price entered into a settlement and release agreement pursuant
to which the Company transferred all of its rights, title and interest in its
inventory in settlement of all its obligations to Mr. Price as of April 6,
2007.








F-6





As a
result of these two transactions, the Company has treated the operations of its
Art and Publishing segments as discontinued.





A summary
of the results from discontinued operations for the three months ended December
31, 2007 and 2006 and for the period from January 17, 2003 (inception) to
December 31, 2007 are as follows:





January
      17,2003(Inception)For
      the Three Months Ended
            
            
            throughDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Revenues
            
            $
            -
            
            
            $
            1,314
            
            
            $
            243,683Cost
      of revenue
            
            
            -
            
            
            
            -
            
            
            
            281,731Gross
      margin
            
            
            -
            
            
            
            1,314
            
            
            
            (38,048
            )Operating
      ExpensesAdvertising
      and marketing
            
            
            -
            
            
            
            3,946
            
            
            
            266,495General
      and administrative
            
            
            -
            
            
            
            750
            
            
            
            21,392Total
      operating expenses
            
            
            -
            
            
            
            4,696
            
            
            
            287,887Loss
      from discontinued operations
            
            
            -
            
            
            
            (3,382
            )
            
            
            (325,935
            )Gain
      on sale of YNOT stock
            
            
            -
            
            
            
            -
            
            
            
            263,802Loss
      from discontinued operations
            
            $
            -
            
            
            $
            (3,382
            )
            
            $
            (62,133
            )








NOTE
7 – SHARE EXCHANGE AGREEMENT AND AGREEMENT OF SALE





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








F-7





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS





This
quarterly report on Form 10-QSB, press releases and certain information provided
periodically in writing or verbally by our officers or our agents contain
statements which constitute forward-looking statements. The words “may”,
“would”, “could”, “will”, “expect”, “estimate”, “anticipate”, “believe”,
“intend”, “plan”, “goal”, and similar expressions and variations thereof are
intended to specifically identify forward-looking statements. These statements
appear in a number of places in this Form 10-QSB and include all statements that
are not statements of historical fact regarding the intent, belief or current
expectations of us, our directors or our officers, with respect to, among other
things: (i) our liquidity and capital resources; (ii) our financing
opportunities and plans; (iii) our ability to generate revenues; (iv)
competition in our business segments; (v) market and other trends affecting our
future financial condition or results of operations; (vi) our growth strategy
and operating strategy; and (vii) the declaration and/or payment of
dividends.





Investors
and prospective investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those projected in the
forward-looking statements as a result of various factors. The factors that
might cause such differences include, among others, those set forth in Part I,
Item 2 of this quarterly report on Form 10-QSB, entitled “Management’s
Discussion and Analysis or Plan of Operation”, and including without limitation
the “Risk Factors” contained in our annual report on Form 10-KSB for the fiscal
year ended September 30, 2007. Except as required by law, we undertake no
obligation to update any of the forward-looking statements in this Form 10-QSB
after the date of this report.





The
following discussion and analysis of our financial condition, results of
operations and liquidity should be read in conjunction with our unaudited
condensed consolidated financial statements for the three months ended December
31, 2007 the notes thereto included in Part I, Item 1 of this quarterly report
on Form 10-QSB, and our audited financial statements and the notes thereto and
Management’s Discussion and Analysis or Plan of Operations contained in our
annual report on Form 10-KSB for the fiscal years ended September 30, 2007 and
2006. Our condensed, consolidated financial statements have been prepared in
accordance with generally accepted accounting principles, contemplate that we
will continue as a going concern, and do not contain any adjustments that might
result if we were unable to continue as a going concern, however, our
independent registered public accounting firm, Hansen, Barnett and Maxwell,
P.C., has added raised substantial doubt about our ability to continue as a
going concern in their opinion on our financial statements for the fiscal years
ended September 30, 2007 and 2006.





CRITICAL
ACCOUNTING POLICIES





Our
critical accounting policies, including the assumptions and judgments underlying
those policies, are more fully described in the notes to our consolidated
financial statements. We have consistently applied these policies in all
material respects. Investors are cautioned, however, that these policies are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially. Set forth below are the accounting
policies that we believe most critical to an understanding of our financial
condition, results of operations and liquidity.





Use
of Estimates





The
preparation of our unaudited condensed consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the amounts of assets,
liabilities, revenues and expenses reported in our unaudited condensed
consolidated financial statements and the accompanying notes. We evaluate our
estimates on an ongoing basis, and make our estimates and assumptions based on
actual historical experience which we believe to be reasonable under the
circumstances at that time. Actual results may differ materially from our
current estimates.

















1





Income
Taxes





We
account for income taxes using an asset and liability approach. We recognize an
asset or liability for the deferred tax consequences of all temporary
differences between the tax basis of assets or liabilities and their reported
amounts in the consolidated financial statements that will result in taxable or
deductible amounts in future years when the reported amounts of the asset or
liabilities are recovered or settled. Deferred tax assets or liabilities are
measured using the enacted tax rates that will be in effect when the differences
are expected to reverse. Deferred tax assets are reviewed periodically for
recoverability, and valuation allowances are provided as necessary.





OVERVIEW





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








RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006





Revenues





There
were no revenues for the quarters ended December 31, 2007 and 2006.





Research
and Development Expenses





Research
and development expenses were $5,000 for the three months ended December 31,
2006, due to a lump sum payment made to Physiognomy Interface Technologies,
Inc., in exchange for Physiognomy’s interactive dating website,
www.faceyourmate.com, and all intellectual property and content related thereto.
There was no amount for the three months ended December 31, 2007.





General
and Administrative Expenses





General
and administrative expenses principally include salary expenses, professional
fees, investor relations fees, rent and general corporate
overheads.  General and administrative expenses for the three months
ended December 31, 2007 decreased $21,838 to $31,155 from $52,993 for the three
months ended December 31, 2006.  The decrease is due to decreases in
professional fees and decreases in rent.




Other
Income (expense)





Other
income and expense include interest expense and interest income. Interest
expense for the period is comprised of interest on the Notes Payable to our
majority shareholder, James Price.  Interest expense was $12,756 for
the three months ended December 31, 2006.  There was no amount for the
three months ended December 31, 2007. Interest income was $3,687 for the three
months ended December 31, 2006. There was no amount for the three months ended
December 31, 2007.








Liquidity
and Capital Resources





As of
December 31, 2007 we had no cash on hand. Historically, we have funded our
operations primarily through advances from our Chief Executive Officer and
majority shareholder, James Price, proceeds from the exercise of warrants, and
sales of our collectible, investment grade works of art and the Farmacist’s Desk
Reference.





For the
three months ended December 31, 2007 we received net cash advances from our
Chief Executive Officer and majority shareholder totaling $32,509.









2





We do not
believe that our current financial resources are sufficient to meet our working
capital needs over the next twelve months and, accordingly, we will need to
secure additional external financing to continue our operations. We may seek to
raise additional capital though private equity or debt financings and further
shareholder loans. As of the date of this quarterly report on Form 10-QSB for
the three months ended December 31, 2007, we have obtained verbal commitments
from our Chief Executive Officer and majority shareholder to make further
capital advances to fund our operations; however, there can be no assurance that
those further capital advances, if and when made, will be sufficient to sustain
our level of operations. Moreover, there can be no assurance that we will be
able to secure additional external financing, or, if we are able to secure such
external financing, that it will be on terms favorable, or even acceptable, to
us. If necessary, we may explore strategic alternatives, including a merger,
asset sale, joint venture or other comparable transactions. Any inability to
achieve or sustain profitability or otherwise secure external financing or
locate a strategic partner would have a material adverse effect on our business,
financial condition, and results of operations, raising substantial doubts as to
our ability to continue as a going concern, and we may ultimately be forced to
seek protection from creditors under the bankruptcy laws or cease
operations.





Our
short-term prospects are challenging considering our lack of financial
resources. In the absence of additional financing or locating a strategic
partner willing to finance further product development, our short-term and
long-term prospects for growth are minimal.





Recently
Issued Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statements of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value
Measurements.” SFAS No. 157 defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements.
This statement applies under other accounting pronouncements that require or
permit fair value measurements. However, it does not apply to SFAS No. 123(R),
“Share-Based Payment.” This statement shall be effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. Earlier application is encouraged,
provided that the reporting entity has not issued financial statements for that
fiscal year, including any financial statements for an interim period within
that fiscal year. We do not believe that the adoption of SFAS 157 will have a
material effect on our consolidated financial statements.





In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities", including an amendment of FASB
Statement No. 115 SFAS 159. This pronouncement permits entities to choose to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. SFAS 159 is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007. We do not believe that the adoption of SFAS 159 will have a material
effect on our consolidated financial statements.





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





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













3





ITEM3.
CONTROLS AND PROCEDURES.





DISCLOSURE
CONTROLS AND PROCEDURES





We
maintain disclosure controls and procedures designed to ensure that the
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported in a timely manner as specified in the rules and forms set forth by
the United States Securities and Exchange Commission. These controls and
procedures are designed to ensure that the information required to be disclosed
in our reports is accumulated and communicated to our management, including our
Chief Executive Officer and Principal Financial Officer, or other persons
performing similar functions, as appropriate, so as to allow timely decisions
regarding required disclosure.





An
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures was carried out by our Chief Executive Officer and
Principal Financial Officer, James Price, as of the end of the fiscal quarter
covered by this quarterly report on Form 10-QSB. Based on this evaluation, our
Chief Executive Officer and Principal Financial Officer has concluded that our
disclosure controls and procedures are effective and designed to ensure that the
information required to be disclosed in our reports filed or submitted under the
Exchange Act, is recorded, processed, summarized and reported within the
requisite time periods.





During
the course of his evaluation our Chief Executive Officer and Principal Financial
Officer did not discover any fraud involving management or any other personnel
who play a significant role in our disclosure controls and procedures.
Furthermore, because there were no significant deficiencies and/or material
weaknesses discovered no remedial measures were necessary or taken during the
period covered by this report to correct any such deficiencies.





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING





No
changes in our disclosure controls and procedures, internal controls over
financial reporting or other factors have occurred during the fiscal quarter
covered by this report that would materially affect or be reasonably likely to
materially affect our disclosure controls and procedures or internal controls
over financial reporting.









4





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS.





None.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





There
were no reportable events under this Item 2 during the quarterly period ended
December 31, 2007.





ITEM
3. DEFAULT UPON SENIOR SECURITIES.





There
were no reportable events under this Item 3 during the quarterly period ended
December 31, 2007.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.





There
were no matters submitted to a vote of our stockholders, through the
solicitation of proxies or otherwise, during the quarterly period ended December
31, 2007.





ITEM
5. OTHER INFORMATION.





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





5





ITEM
6. EXHIBITS.





No.
            Description
      of Exhibit10.1
            Vibe
      Benacquista Agreement of Sale dated January 11, 2008 by and between
      Benacquista Galleries, Inc., a Nevada corporation, Vibe Records, Inc., a
      Delaware corporation, Timothy Olphie and James Price. incorporated by
      reference to Exhibit 10.1 on Form 8-K filed January 16,
    2008.31.1
            Certification
      of Benacquista Galleries Inc. Chief Executive Officer, James Price,
      required by Rule 13a-14(a) or Rule 15d-14(a). FILED
    HEREWITH31.2
            Certification
      of Benacquista Galleries Inc. Chief Financial Officer, James Price,
      required by Rule 13a-14(a) or Rule 15d-14(a). FILED
    HEREWITH32.1
            Certification
      of Benacquista Galleries Inc. Chief Executive Officer, James Price,
      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States Code (18 U.S.C. 1350). FILED
      HEREWITH.32.2
            Certification
      of Benacquista Galleries Inc. Chief Financial Officer, James Price,
      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States Code (18 U.S.C. 1350). FILED
      HEREWITH.

















6





Signatures




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Date:
      February 14, 2008BENACQUISTA
      GALLERIES, INC.By:
              /s/
      James
      PriceJames PriceChief Executive Officer &Chief Financial Officer





































7