**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, 2006.





**[  ]**
            **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 Incorporation or Organization)
            (I.R.S.
                Employer 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 12, 2007, the registrant had outstanding 1,097,713 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
      [  ]  No [X]**













**TABLE
      OF CONTENTS**








**Page**
              **Number****PART
                I**ITEM
                1. Financial Statements
            F-1ITEM
                2. Management’s Discussion and Analysis or Plan of
                Operation.
            1ITEM
                3. Controls and Procedures.
            5**PART
                II**ITEM
                1. Legal Proceedings.
            7ITEM
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds.
            7ITEM
                3. Default Upon Senior Securities.
            7ITEM
                4. Submission of Matters to a Vote of Security Holders.
            7ITEM
                5. Other Information.
            7ITEM
                6. Exhibits.
            8


















































**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,****2006**
            
            **2006****ASSETS****Current
                Assets**Cash
            
            $
            107
            
            $
            1,170Inventory
            
            
            906,131
            
            
            906,131Accrued
                interest receivable
            
            
            7,455
            
            
            3,768**Total
                Current Assets**
            
            
            913,693
            
            
            911,069Investment
                in Whole in One Foods
            
            
            10,000
            
            
            -**Total
                Assets**
            
            **$**
            **923,693**
            
            **$**
            **911,069****LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities**Accounts
                payable
            
            $
            44,693
            
            $
            25,080Accrued
                interest payable
            
            
            78,334
            
            
            65,578Unearned
                income
            
            
            100,695
            
            
            65,461Due
                to majority shareholder
            
            
            206,403
            
            
            190,938Note
                payable to majority shareholder
            
            
            1,012,127
            
            
            1,012,127**Total
                Current Liabilities**
            
            
            1,442,252
            
            
            1,359,184**Long-Term
                Liabilities**
            
            
            -
            
            
            -**Total
                Liabilities**
            
            
            1,442,252
            
            
            1,359,184**Commitments
                and Contingencies****Stockholders'
                Deficit**Common
                Stock- $0.001 par value; 5,000,000 shares authorized;1,100,113
                and 1,100,113 shares issued, respectively;1,097,713
                and 1,097,713 shares oustanding, respectively
            
            
            1,100
            
            
            1,100Treasury
                stock-at cost 2,400 and 2,400 shares, respectively
            
            
            (9,867
            )
            
            (9,867
            )Additional
                paid-in-capital
            
            
            1,105,008
            
            
            1,105,008Stock
                subscription receivable
            
            
            (292,596
            )
            
            (292,596
            )Accumulated
                deficit
            
            
            (1,322,204
            )
            
            (1,251,760
            )**Total
                Stockholders' Deficit**
            
            
            (518,559
            )
            
            (448,115
            )**Total
                Liabilities and Stockholders' Deficit**
            
            **$**
            **923,693**
            
            **$**
            **911,069**







The
      accompanying notes are an integral part of these 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**
            
            **through****December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006**Revenues
            
            $
            1,314
            
            $
            -
            
            
            242,836Cost
                of revenue
            
            
            -
            
            
            -
            
            
            281,731Gross
                profit
            
            
            1,314
            
            
            -
            
            
            (38,895
            )Operating
                ExpensesAdvertising
                and marketing
            
            
            3,946
            
            
            8,963
            
            
            264,600Research
                and development
            
            
            5,000
            
            
            -
            
            
            5,000General
                and administrative
            
            
            53,743
            
            
            24,508
            
            
            895,499Total
                Operating Expenses
            
            
            62,689
            
            
            33,471
            
            
            1,165,099Loss
                from Operations
            
            
            (61,375
            )
            
            (33,471
            )
            
            (1,203,994
            )Other
                Income (Expense)Interest
                income
            
            
            3,687
            
            
            12,603
            
            
            51,279Interest
                expense
            
            
            (12,756
            )
            
            (13,017
            )
            
            (178,339
            )Forgiveness
                of accounts payable
            
            
            -
            
            
            -
            
            
            8,850Total
                Other Income (Expense)
            
            
            (9,069
            )
            
            (414
            )
            
            (118,210
            )Net
                Loss
            
            $
            (70,444
            )
            $
            (33,885
            )
            $
            (1,322,204
            )Basic
                and Diluted Net Loss per Share
            
            $
            (0.06
            )
            $
            (0.03
            )Weighted
                  average numberof shares outstanding - basic and
                  diluted
            
            
            1,097,713
            
            
            1,008,633








The
      accompanying notes are an integral part of these 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**
            
            **through****December
                31,**
            
            **December
                31,****2006**
            
            **2005**
            
            **2006****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (70,444
            )
            $
            (33,885
            )
            $
            (1,322,204
            )Adjustments
                to reconcile net loss to net cash from operating
                activities: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 liabilitiesDeposits
                on books
            
            
            -
            
            
            (65,000
            )
            
            -Accounts
                receivable
            
            
            -
            
            
            -
            
            
            (20,150
            )Inventory
            
            
            -
            
            
            (40,325
            )
            
            (44,004
            )Accrued
                interest receivable
            
            
            (3,687
            )
            
            (12,602
            )
            
            (7,455
            )Accounts
                payable
            
            
            9,613
            
            
            (317
            )
            
            43,543Accrued
                interest
            
            
            12,756
            
            
            13,016
            
            
            78,334Unearned
                income
            
            
            35,234
            
            
            65,000
            
            
            100,695**Net
                Cash From Operating Activities**
            
            
            (16,528
            )
            
            (74,113
            )
            
            (556,080
            )**Cash
                Flows From Investing Activities**
            
            
            -
            
            
            -
            
            
            -**Cash
                Flows From Financing Activities**Principal
                payments from stock subscription notes receivable
            
            
            -
            
            
            -
            
            
            253,543Advances
                from majority shareholder
            
            
            37,465
            
            
            73,035
            
            
            388,403Payments
                to majority shareholder
            
            
            (22,000
            )
            
            -
            
            
            (182,000
            )Capital
                contribution from majority shareholder
            
            
            -
            
            
            3,050
            
            
            96,108Purchase
                of treasury stock
            
            
            -
            
            
            -
            
            
            (9,867
            )Sale
                of common stock
            
            
            -
            
            
            -
            
            
            10,000**Net
                Cash From Financing Activities**
            
            
            15,465
            
            
            76,085
            
            
            556,187**Net
                Change in Cash**
            
            
            (1,063
            )
            
            1,972
            
            
            107**Cash
                at Beginning of Period**
            
            
            1,170
            
            
            507
            
            
            -**Cash
                at End of Period**
            
            $
            107
            
            $
            2,479
            
            $
            107Cash
                paid for interest
            
            $
            -
            
            $
            -
            
            $
            100,000Cash
                paid for income taxes
            
            $
            -
            
            $
            -
            
            $
            -**Non-Cash
                Investing and Financing Activities**Investment
                acquired for accounts payable
            
            $
            10,000
            
            $
            -
            
            $
            10,000Shares
                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 condensed consolidated
      financial statements.







F-3





**BENACQUISTA
      GALLERIES, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO UNAUDITED, CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2006**





**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 as described
      in
      Note 10. YNOT Eduk8, Inc. has no business activity since inception to September
      30, 2006. 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”). The majority shareholder of
      the Company is Mr. James Price, our Chief Executive Officer and Chairman of
      the
      Board, who owns approximately 83.5% of the outstanding common stock of the
      Company as of December 31, 2006.





***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, 2006 are not necessarily indicative of
      the
      results that may be expected for the year ending September 30, 2007. 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, 2006.





**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. All intercompany accounts and
      transactions have been eliminated in consolidation.





***Cash***  ***—*** Cash
      consists of a deposit with a bank. There are no amounts in excess of federally
      insured limits as of December 31, 2006 and September 30, 2006.





***Inventory*** —
      Inventory is stated at the lower of cost or market.





***Investment*** —
      Investment consists of restricted common stock of Whole In One Products, Inc.
      (“Whole in One”) (See Note 5) The Company accounts for this investment using the
      equity method and recognizes their pro-rata share of gains and losses of Whole
      in One beginning with the date of acquisition.





***Revenue
      Recognition*** —
      Revenues are recognized by the Company based on the various types of
      transactions generating the revenue. The Company recognizes art revenue when
      persuasive evidence of an arrangement exists; services have been rendered or
      products have been delivered; the price to the buyer is fixed and determinable;
      and collectibility is reasonably assured.








F-4





Revenue
      for published products distributed through wholesale and retail channels and
      through resellers is recognized upon verification of final sell-through to
      end
      users, after consideration of rights of return and price protection. Typically,
      the right of return on such products has expired when the end user purchases
      the
      product from the retail outlet. Once the end user opens the package, it is
      not
      returnable unless the medium is defective.





***Advertising
      Expense*** —
      Advertising costs are expensed as incurred. Advertising expense for the three
      months ended December 31, 2006 and 2005 was $3,946 and $8,963,
      respectively.





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





***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, 2006 and 2005.





***Recently
      Issued Accounting Pronouncements***





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS
      157”). SFAS 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 123(R). 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. The provisions of this statement
      should be applied prospectively as of the beginning of the fiscal year in which
      this Statement is initially applied, except in some circumstances where the
      statement shall be applied retrospectively. The Company is currently evaluating
      the effect, if any, of SFAS 157 on its financial statements.





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)” (“SFAS 158”). This Statement requires recognition
      of the overfunded or underfunded status of a defined benefit postretirement
      plan
      (other than a multiemployer plan) as an asset or liability in its statement
      of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income. It also requires an
      employer to measure the funded status of a plan as of the date of its year-end
      statement of financial position. The statement is effective as of the end of
      the
      fiscal year ending after December 15, 2006. Management believes that adoption
      of
      this standard will not have a material impact on the Company's financial
      statements.








F-5





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin 108 (“SAB 108”), “Considering the Effects of Prior year Misstatements
      When Quantifying Misstatements in Current Year Financial Statements.” SAB 108
      clarifies the staff’s view regarding the process of quantifying financial
      statement misstatements. More specifically, the staff noted that certain
      registrants do not consider the effects of prior year errors on current year
      financial statements, thereby allowing improper assets or liabilities to remain
      unadjusted. The staff believes this approach is not in the best interests of
      the
      users of the financial statements. SAB 108 is effective for fiscal years ending
      on or after November 15, 2006 with earlier adoption encouraged. The Company
      is
      currently evaluating the impact that the adoption of SAB 108 will have, if
      any,
      on its financial statements and notes thereto.





**NOTE
      3**  **-**  **GOING
      CONCERN**





***Business
      Condition*** —
The
      Company is a new company with 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, 2006, the Company incurred a net
      loss
      of $70,444 and it had negative cash flows from operations of $16,528. In
      addition, the Company had a deficit accumulated in the development stage of
      $1,322,204 as of December 31, 2006. 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 website and
      publication and wholesale sales of the “Farmacist Desk Reference”. 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.





**NOTE
      4**  **-**  **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.





***Composition*** —
Art
      inventory is composed of 293 pieces of art consisting of oil-on-canvas,
      lithograph and pastel paintings, bronze and ceramic sculptures and other
      miscellaneous items as of December 31 and September 30, 2006,
      respectively.





**NOTE
      5 - INVESTMENT**





On
      December 18, 2006, the Company entered into a Stock Purchase Agreement with
      Whole In One Products, Inc. (“Whole In One”), a Nevada corporation, for the
      purchase of 4,900,000 shares of Whole In One’s restricted voting common stock in
      consideration of $10,000, representing a 49% interest in Whole in One. The
      Company paid $8,000 in legal fees on behalf of Whole In One in conjunction
      with
      the transaction which has been reflected as “General and Administrative expense”
in the accompanying condensed consolidated statement of operations for the
      three
      months ended December 31, 2006. Whole In One had no operations during the three
      months ended December 31, 2006 and no gains or losses were recognized by the
      Company. The Company has reflected its obligation under this agreement as
“Accounts payable” in the accompanying condensed consolidated balance sheet as
      of December 31, 2006. On February 2, 2007 the Company and Whole in One cancelled
      the agreement and the Company will reverse the obligation and the investment
      during the quarter ending March 31, 2007. The Company anticipates the legal
      fees
      paid on behalf of Whole In One will be recovered as part of the cancellation
      of
      the agreement, but this cannot be assured.





**NOTE
      6**  **-**  **UNEARNED
      REVENUE**





Unearned
      revenue as of December 31, 2006 and September 30, 2006 of $100,695 and $65,461
      respectively, represents prepayments received on book orders that have not
      been
      shipped to the customer.








F-6





**NOTE
      7**  **-**  **STOCKHOLDERS’
      EQUITY**





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





***Common
      Stock*** —
In
      January 2003, the Company issued 1,000,113 shares of common stock to various
      individuals, including officers of the Company, for cash proceeds of $10,000
      or
      $0.001 per share. In August and September, 2005 the Company issued 100,000
      shares of common stock upon the exercise of warrants.





***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,
      2006.





***Stock
      Subscription Receivable*** —
Stock
      subscription receivable as of December 31 and September 30, 2006, respectively,
      is comprised of a note receivable from Monarch Consulting. The notes bear
      interest at 5% and are due January 2008 with no interim principal or interest
      payments required. The note is the consideration received upon the exercise
      of a
      warrant and the resultant issuance of issuance of common stock. As such, the
      outstanding principal balance of $292,596 is recorded as an offset to equity
      as
      stock subscription receivable in the accompanying balance sheets as of December
      31 and September 30, 2006.





**NOTE
      8 - WEB SITE PURCHASE**





On
      November 17, 2006 the Company acquired the website name and related content
      for
“faceyourmate.com”, an interactive dating service from Physiognomy Interface
      Technologies, Inc., (“Physiognomy”) a Nevada Corporation, a company formerly
      named YNOT Education, Inc. At the time of the purchase, Don Tolman was a
      director of the Company and the sole shareholder of Physiognomy. As a result,
      this transaction is with a related party. The Company paid cash of $5,000 in
      exchange for the site and the content which has been recorded as research and
      development expense in the accompanying financial statements as of December
      31,
      2006.





**NOTE
      9 - 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 was 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. The balance of the note
      plus
      accrued interest is currently unpaid and will remain on the books as a demand
      note continuing to bear the 5% per annum interest.





In
      September 2005, the company acquired the website www.ynoteduk8.com for
      $150,000 represented by an unsecured note payable to the major shareholder.
      The
      note bears interest at 5% per annum and is payable on demand with no periodic
      payments required. Along with the website acquisition, the company obtained
      exclusive publishing rights to the “Farmacist Desk Reference” (FDR) from the
      president of YNOT Education, Inc.





Concurrently
      with the purchase of the website content, the Company entered into a Royalty
      Agreement with Don Tolman, a director of the Company and the shareholder and
      president of YNOT for the exclusive publishing rights to the “Farmacist Desk
      Reference” (“FDR”) and other works created or controlled by YNOT. The license
      agreement calls for the payment of royalties of $1 per book sold and 5% of
      all proceeds collected for the FDR and 5% of all proceeds collected for the
      other YNOT works. The license is for a two year term which expires September
      28,
      2007 which will automatically extend for an additional two year term if
      royalties of $250,000 are achieved during the initial term. There are no
      guaranteed minimum royalties, but YNOT will have the right to cancel the Royalty
      Agreement after the initial two year term if sales are not sufficient to
      generate $250,000 in royalties. Royalties for the three months ended December
      31, 2006 and 2005 were $66 and $0, respectively. Aggregate royalties under
      the
      contract during the initial two year term total $7,956 through December 31,
      2006.





F-7





As
      discussed in Note 8 above, On November 17, 2006 the Company purchased the web
      site faceyourmate.com and the related content from Physiognomy, a company
      controlled by director Don Tolman.





Effective
      November 21, 2006, Don Tolman resigned from our board of directors in order
      to
      pursue on a full-time basis his other business ventures. Our board currently
      consists of sole officer and director James Price.





During
      the quarter ending December 31, 2006 the majority shareholder loaned the company
      cash of $17,215 for operating expenses and was repaid a total of
      $22,000.




**NOTE
      10 - BUSINESS SEGMENTS**





The
      Company has identified the following business segments:





***Publishing*** —
      Consists of published products to be sold under a royalty agreement with YNOT
      Education, Inc. This segment began in September, 2005.





***Fine
      Art*** —
Fine
      art sales are made from the Company’s inventory.





The
      Company’s reportable segments are reported in a manner consistent with the way
      management evaluates the businesses. The Company identifies its reportable
      business segments based on differences in products and services. The accounting
      policies of the business segments are the same as those described in the summary
      of significant accounting policies.





The
      following presents certain segment information as of and for the three months
      ended December 31, 2006 and 2005:





**Three
                months ended**
              **December
                31, 2006**
            
            **Three
                months ended**
              **December
                31, 2005****Art
                Sales**
            
            **Publishing**
            
            **Other**
            
            **Total**
            
            **Art
                Sales**
            
            **Publishing**
            
            **Total**Revenues
            
            $
            -
            
            $
            1,314
            
            $
            -
            
            $
            1,314
            
            $
            -
            
            $
            -
            
            $
            -Cost
                of sales
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gross
                profit
            
            
            -
            
            
            1,314
            
            
            -
            
            
            1,314
            
            
            -
            
            
            -
            
            
            -Operating
                expenses
            
            
            9,940
            
            
            39,749
            
            
            13,000
            
            
            62,689
            
            
            12,956
            
            
            20,515
            
            
            33,471Operating
                loss
            
            
            (9,940
            )
            
            (38,435
            )
            
            (13,000
            )
            
            (61,375
            )
            
            (12,956
            )
            
            (20,515
            )
            
            (33,471
            )Other
                income (expense)
            
            
            (9,022
            )
            
            (47
            )
            
            -
            
            
            (9,069
            )
            
            (4,825
            )
            
            4,411
            
            
            (414
            )Segment
                loss
            
            $
            (18,962
            )
            $
            (38,482
            )
            $
            (13,000
            )
            $
            (70,444
            )
            $
            (17,781
            )
            $
            (16,104
            )
            $
            (33,885
            )Segment
                assets
            
            $
            914,912
            
            $
            8,781
            
            $
            -
            
            $
            923,693
            
            $
            891,366
            
            $
            74,664
            
            $
            966,030







**NOTE
        11 - CONCENTRATIONS**






F-8





**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, 2006. 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, 2006 and 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,
      2006 and 2005. Our condensed consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles,
      contemplate that we will continue as a going concern, and do not contain any
      adjustments that might result if we were unable to continue as a going concern,
      however, our independent registered public accounting firm, Hansen, Barnett
      and
      Maxwell, P.C., has raised substantial doubt about our ability to continue as
      a
      going concern in their opinion on our financial statements for the fiscal years
      ended September 30, 2006 and 2005.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our unaudited condensed
      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





**Inventory**





Inventory
      is recorded at the lower of cost or market value.





**Revenue
      Recognition**





We
      derive
      revenues from direct and consignment sales of collectible, investment grade
      works of art, and from individual and corporate-oriented publishing
      services.





We
      recognize revenues based on the various types of transactions generating the
      revenue. We recognize art revenue when persuasive evidence of an arrangement
      exists, services have been rendered or products have been delivered, the price
      to the buyer is fixed and determinable, and collectibility is reasonably
      assured.





We
      recognize revenues for published products distributed through wholesale and
      retail channels and through resellers upon verification of final sell-through
      to
      end users, after consideration of rights of return and price protection.
      Typically, the right of return on such products has expired when the end user
      purchases the product from the retail outlet. Once the end user opens the
      package, it is not returnable unless the medium is defective.





**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
      are a
      development stage company conducting our operations through two primary
      divisions: Benacquista Fine Art and Benacquista Publishing.





·
            Benacquista
                Fine Art offers direct and consignment sales of collectible, investment
                grade works of art, including limited edition prints, and original
                paintings and sculptures, through our website
                www.benacquistafineart.com.





·
            Benacquista
                Publishing offers individual publishing services as well as a suite
                of
                corporate visibility, public relations and corporate financing
                services.





We
      were
      originally incorporated on January 17, 2003 in accordance with the laws of
      the
      State of Nevada as Benacquista Galleries, Inc. On July 28, 2005 our common
      shares commenced trading on the OTC Bulletin Board (owned and operated by the
      Nasdaq Stock Market, Inc.) and are currently quoted under the symbol
“BAQU”.





On
      September 29, 2005 we entered into an agreement with YNOT Education, Inc. a
      Nevada corporation, to acquire the website www.ynoteduk8.com in exchange for
      a
      $150,000 unsecured promissory note bearing interest at a rate of five percent
      (5%) per annum.





On
      September 29, 2005 we also entered into an exclusive publishing and royalty
      agreement with our director, Don Tolman, to publish certain of his health and
      educational related books and materials, including the *Farmacist
      Desk Reference* (the
“FDR TM ”).








2





On
      October 10, 2005 we incorporated YNOT Eduk8 Inc., as a wholly owned subsidiary,
      under the laws of the State of Nevada, in order to pursue certain business
      opportunities related to our acquisition of the website www.ynoteduk8.com,
      and
      any opportunities related to future creative works of Don Tolman, should such
      opportunities arise.





In
      February 2006 we initiated a share buyback program, with the intention of
      repurchasing 200,000 shares of our common stock over a period of nine to twelve
      months at then current bid prices as reported on the OTC Bulletin Board. As
      of
      the date of this quarterly report on Form 10-QSB for the three months ended
      December 31, 2006 we have repurchased 2,400 shares of our common stock at an
      average price per share of $4.11.





On
      November 17, 2006 we entered into an asset purchase agreement (the “Asset
      Purchase Agreement”) with Physiognomy Interface Technologies, Inc., a
      privately-held Nevada corporation (“Physiognomy”), of which our then director,
      Don Tolman, was President. Under the terms of the Asset Purchase Agreement
      we
      acquired Physiognomy’s web-based interactive dating service, including the
      website www.faceyourmate.com and all intellectual property and content related
      thereto, in exchange for a $5,000 lump sum payment.





On
      December 18, 2006 we entered into a stock purchase agreement with Whole In
      One
      Products, Inc., a privately-held Nevada corporation (“Whole In One”), to
      purchase 4,900,000 unregistered shares of Whole In One’s common stock, giving us
      a forty-nine percent (49%) interest in Whole In One, for a purchase price of
      $10,000. In connection with this transaction we also paid $8,000 in legal fees
      on behalf of Whole In One.





As
      of the
      date of this quarterly report on Form 10-QSB for the three months ended December
      31, 2006 we do not yet have any retail art galleries, with all of our art and
      educational products available for sale through our websites,
      www.benacquistafineart.com and www.ynoteduk8.com.





On
      January 8, 2007, we consolidated our authorized common shares on a one-for-ten
      basis, with a corresponding reduction in our common shares issued and
      outstanding as of that date. Unless otherwise noted, all references to the
      number of common shares included in this quarterly report on Form 10-QSB for
      the
      three month period ended December 31, 2006 are stated on a post-consolidated
      basis for all periods presented. Per share amounts have also been restated
      for
      the share consolidation.





**RESULTS
      OF OPERATIONS FOR THE QUARTERS ENDED DECEMBER 30, 2006 AND
      2005**





**Revenues**





Our
      revenues were $1,314 for the three months ended December 31, 2006, as compared
      to $0 for the three months ended December 31, 2005. This increase is directly
      attributable to sales of the *Farmacist’s
      Desk Reference* ,
      for
      which there were no comparable sales during the three months ended December
      31,
      2005.





**Advertising
      and Marketing Expenses**





Advertising
      and Marketing expenses decreased $5,017, from $8,963 for the three months ended
      December 31, 2005 to $3,946 for the three months ended December 31, 2006.
      Advertising and Marketing expenses for the three months ended December 31,
      2006
      and 2005 were comprised of web-based and non web-based advertising related
      expenses.





**Research
      and Development Expenses**





Research
      and development expenses were $5,000 for the three months ended December 31,
      2006, as compared to $0 for the three months ended December 31, 2005. This
      increase is attributable entirely 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.





3




**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 increased $29,235, from $24,508 for the three months
      ended December 31, 2005, to $53,743 for the three months ended December 31,
      2006. This increase is primarily attributable to an increase in professional
      service fees related to regulatory and reporting obligations associated with
      our
      being a public company and to legal fees paid in conjunction a certain stock
      purchase agreement entered into on December 18, 2006 with Whole In One Products,
      Inc., for which there were no comparable general and administrative expenses
      during the three months ended December 31, 2005.





**Other
      Income and Expenses**





Other
      income and expenses principally include interest expenses, interest income
      and
      forgiveness of debt.





Interest
      expenses decreased $261, from $13,017 for the three months ended December 31,
      2005 to $12,756 for the three months ended December 31, 2006. This decrease
      is
      attributable to a $22,000 decrease in the average outstanding balance owed
      to
      our Chief Executive Officer and majority shareholder, James Price, for the
      three
      months ended December 31, 2006 as compared to the three months ended December
      31, 2005.





In
      January 2003, we issued a warrant to purchase up to 100,000 shares of our common
      stock at a price of $10.00 per share. During the period of August 17, 2005
      through September 7, 2005 the warrant was exercised and we received
      consideration in the form of certain promissory notes bearing interest at a
      rate
      of five percent (5%) per annum and payable in full on or before January 31,
      2008
      (the “Notes”). Our interest income from the Notes decreased $8,916, from $12,603
      for the three months ended December 31, 2005 to $3,687 for the three months
      ended December 31, 2006. The decrease is attributable to a decrease in the
      average outstanding balance on the Notes for the three months ended December
      31,
      2006 as compared to the three months ended December 31, 2005.





**Liquidity
      and Capital Resources**





As
      of the
      three months ended December 31, 2006 we had $107 of 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, 2006 we received advances from our Chief
      Executive Officer and majority shareholder totaling $37,465 and made payments
      to
      our Chief Executive Officer.





There
      remains an outstanding principal balance of $292,596 on certain Notes issued
      during the period of August 17, 2005 through September 7, 2005. There were
      no
      payments made under the Notes during the three months ended December 31, 2006,
      and there can be no assurance that we will receive the outstanding principal
      balance and any interest accrued thereon, on or before the January 31, 2008
      due
      date of the Notes.





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, 2006, 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 required 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.





4




Our
      short-term prospects are challenging considering our lack of financial
      resources. In the absence of additional financing, sales of works of art,
      educational products or publishing services, or locating a strategic partner
      willing to finance further product development, our short-term and long-term
      prospects for growth are minimal over and above incremental sales of our
      existing inventory.





**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. The provisions of
      this
      statement should be applied prospectively as of the beginning of the fiscal
      year
      in which this Statement is initially applied, except in
      some
      circumstances where the statement shall be applied retrospectively. At present,
      we are evaluating the impact, if any, that the adoption of SFAS No. 157 will
      have on our condensed consolidated financial statements.




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





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin (“SAB”) 108, Con *sidering
      the Effects of Prior year Misstatements When Quantifying Misstatements in
      Current Year Financial Statements* .
      SAB 108
      clarifies the staff’s position regarding the process of quantifying financial
      statement misstatements. More specifically, the staff noted that certain
      registrants do not consider the effects of prior year errors on current year
      financial statements, thereby allowing improper assets or liabilities to remain
      unadjusted. The staff believes this approach is not in the best interests of
      the
      users of the financial statements. SAB 108 is effective for fiscal years ending
      on or after November 15, 2006, with earlier adoption encouraged. At present,
      we
      are evaluating the impact, if any, that the adoption of SAB 108 will have on
      our
      condensed consolidated financial statements.





**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.





5




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.



































6





**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**





On
      March
      18, 2006 The Wholefood Farmacy Corp. filed a trademark infringement suit against
      us in the United States District Court for the Eastern District of Tennessee.
      We
      are in the process of attempting to settle this suit, as we believe it to be
      without legal merit or factual basis, and we believe that our maximum liability
      in this matter will be no more than our legal fees, there can be no assurance,
      however, that we will be able to reach an agreement the terms of which will
      be
      acceptable to both parties.





As
      of the
      date of this quarterly report on Form 10-QSB for the three months ended December
      31, 2006, there were no other pending material legal proceedings to which we
      were a party and we are not aware that any were contemplated. There can be
      no
      assurance, however, that we will not be made a party to litigation in the
      future. Any finding of liability imposed against us is likely to have an adverse
      effect on our business, our financial condition, including liquidity and
      profitability, and our results of operations.





**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, 2006.





**ITEM
      3. DEFAULT UPON SENIOR SECURITIES.**





There
      were no reportable events under this Item 3 during the quarterly period ended
      December 31, 2006.





**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, 2006.




**ITEM
      5. OTHER INFORMATION.**





There
      were no reportable events under this Item 5 during the quarterly period ended
      December 31, 2006.





























7





**ITEM
      6. EXHIBITS.**





**No.**
            **Description
                of Exhibit**3(i)(1)
            Articles
                of Incorporation of Benacquista Galleries Inc., dated January 17,
                2003,
                incorporated by reference to Exhibit 3.1 on Form SB-2 filed March
                31,
                2003.3(i)(2)
            Certificate
                of Change to Articles of Incorporation of Benacquista Galleries Inc.,
                dated December 27, 2006, incorporated by reference to Exhibit 3(i)(2)
                on
                Form 10-KSB filed January 16, 2007.3(ii)
            By-laws
                of Benacquista Galleries Inc., dated January 17, 2003, incorporated
                by
                reference to Exhibit 3.2 on Form SB-2 filed March 31,
                2003.10.1
            Asset
                Acquisition Agreement betweenBenacquista
                Galleries Inc. and YNOT Education, Inc., datedSeptember
                29, 2005, incorporated by reference to Exhibit 10.1 on Form 8-K filed
                September 30, 2005.10.2
            Royalty
                Agreement betweenBenacquista
                Galleries Inc. and Don Tolman, dated September 29, 2005,incorporated
                by reference to Exhibit 10.2 on Form 8-K filed September 30,
                2005.10.3
            Form
                of Co-Marketing and Exclusive Distribution Agreement betweenBenacquista
                Galleries Inc. and ArtTrader.org, dated October 6, 2005, incorporated
                by
                reference to Exhibit 10.3 on Form 10-KSB filed January 16,
                2007.10.4
            Form
                of Exclusive Artist Acquisition Agreement betweenBenacquista
                Galleries Inc. and ArtTrader.org, dated October 12, 2005, incorporated
                by
                reference to Exhibit 10.4 on Form 10-KSB filed January 16,
                2007.10.5
            Asset
                Purchase Agreement betweenBenacquista
                Galleries Inc. and Physiognomy Interface Technologies, Inc., dated
                November 17, 2006, incorporated by reference to Exhibit 10.5 on Form
                10-KSB filed January 16, 2007.10.6
            Stock
                Purchase AgreementBenacquista
                Galleries Inc. and Whole In One Products, Inc., dated December 18,
                2006,
                incorporated by reference to Exhibit 10.6 on Form 10-KSB filed January
                16,
                2007.31.1
            Certification
                ofBenacquista
                Galleries Inc. Chief Executive Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a), dated February 14, 2007. FILED
                HEREWITH31.2
            Certification
                ofBenacquista
                Galleries Inc. Chief Financial Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a), dated February 14, 2007. FILED
                HEREWITH32.1
            Certification
                ofBenacquista
                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),dated
                February 14, 2007. FILED HEREWITH.32.2
            Certification
                ofBenacquista
                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),dated
                February 14, 2007. FILED HEREWITH.











8





**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, 2007**BENACQUISTA
                GALLERIES, INC.**By:
            */s/ James Price*
              James
                PriceChief
                Executive Officer &
              Chief
                Financial Officer





















































9