**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB/A**





**Amendment
      No.1**





(Mark
      One)





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





For
      the
      quarterly period ended June 30, 2006





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





For
      the
      transition period from ___________ to ___________





Commission
      File No. 0-51107











**Benacquista
      Galleries, Inc.**


(Exact
      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)





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


**Yes
      [X]   No [  ]**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**Yes
      [X]   No [  ]**





As
      of
      August 18, 2006 the registrant had outstanding 1,098,213 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.
            6**PART
                II**ITEM
                1. Legal Proceedings.
            8ITEM
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds.
            8ITEM
                3. Default Upon Senior Securities.
            8ITEM
                4. Submission of Matters to a Vote of Security Holders.
            8ITEM
                5. Other Information.
            8ITEM
                6. Exhibits.
            9
































































**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**


**BENACQUISTA
      GALLERIES, INC. AND SUBSIDIARY**


**(A
      Development Stage Entity)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(UNAUDITED)**





**June
                30,**
            
            **September
                30,****2006**
            
            **2005****ASSETS****Current
                Assets**Cash
            
            $
            9,028
            
            $
            507Accounts
                receivable
            
            
            20,150
            
            
            -Inventory
            
            
            906,131
            
            
            841,377Accrued
                interest receivable
            
            
            17,579
            
            
            4,247**Total
                Current Assets**
            
            
            952,888
            
            
            846,131**Total
                Assets**
            
            **$**
            **952,888**
            
            **$**
            **846,131****LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities**Accounts
                payable
            
            $
            72,177
            
            $
            26,386Accrued
                interest payable
            
            
            52,822
            
            
            114,971Unearned
                income
            
            
            2,889
            
            
            -Due
                to majority shareholder
            
            
            164,615
            
            
            81,000Note
                payable to majority shareholder
            
            
            1,012,127
            
            
            1,012,127**Total
                Current Liabilities**
            
            
            1,304,630
            
            
            1,234,484**Long-Term
                Liabilities**
            
            
            -
            
            
            -**Total
                Liabilities**
            
            
            1,304,630
            
            
            1,234,484**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;1,098,213
                and 1,100,113 shares oustanding, respectively
            
            
            1,100
            
            
            1,100Treasury
                stock-at cost 1,900 and 0 shares, respectively
            
            
            (7,817
            )
            
            -Additional
                paid-in-capital
            
            
            1,105,008
            
            
            1,101,958Stock
                subscription receivable
            
            
            (746,456
            )
            
            (1,000,000
            )Deficit
                accumulated in the development stage
            
            
            (703,577
            )
            
            (491,411
            )**Total
                Stockholders' Deficit**
            
            
            (351,742
            )
            
            (388,353
            )**Total
                Liabilities and Stockholders' Deficit**
            
            **$**
            **952,888**
            
            **$**
            **846,131**









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





F
            - 1





**BENACQUISTA
      GALLERIES, INC. AND SUBSIDIARY**


**(A
      Development Stage Entity)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**





**For
                  the Three Months**Ended June 30,
            
            **For
                  the Nine Months**Ended June 30,
            
            **January
                        17,**2003(Inception)throughJune
                30,**2006**
            
            **2005**
            
            **2006**
            
            **2005**
            
            **2006****Revenues**
            
            $
            50,318
            
            $
            -
            
            $
            105,073
            
            $
            -
            
            $
            241,073**Cost
                of goods sold**
            
            
            -
            
            
            -
            
            
            154,981
            
            
            -
            
            
            281,731**Gross
                margin**
            
            
            50,318
            
            
            -
            
            
            (49,908
            )
            
            -
            
            
            (40,658
            )**Operating
                expenses**Sales
                and marketing expense
            
            
            2,495
            
            
            -
            
            
            50,109
            
            
            -
            
            
            200,109General
                and administrative expense
            
            
            48,328
            
            
            39,455
            
            
            117,083
            
            
            113,822
            
            
            357,020**Total
                operating expenses**
            
            
            50,823
            
            
            39,455
            
            
            167,192
            
            
            113,822
            
            
            557,129**Loss
                from operations**
            
            
            (505
            )
            
            (39,455
            )
            
            (217,100
            )
            
            (113,822
            )
            
            (597,787
            )**Other
                income (expense)**Interest
                income
            
            
            9,775
            
            
            -
            
            
            33,939
            
            
            -
            
            
            38,185Interest
                expense
            
            
            (12,621
            )
            
            (10,777
            )
            
            (37,855
            )
            
            (32,330
            )
            
            (152,825
            )Forgiveness
                of accounts payable
            
            
            8,850
            
            
            -
            
            
            8,850
            
            
            -
            
            
            8,850**Total
                other income (expense)**
            
            
            6,004
            
            
            (10,777
            )
            
            4,934
            
            
            (32,330
            )
            
            (105,790
            )**Net
                income (loss)**
            
            $
            5,499
            
            $
            (50,232
            )
            $
            (212,166
            )
            $
            (146,152
            )
            $
            (703,577
            )**Basic
                and Diluted Income (Loss) per Share**
            
            $
            0.01
            
            $
            (0.05
            )
            $
            (0.19
            )
            $
            (0.15
            )**Weighted
                  average number**of shares outstanding
            
            
            1,099,591
            
            
            1,000,113
            
            
            1,099,939
            
            
            1,000,113












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




F
            - 2





**BENACQUISTA
      GALLERIES, INC. AND SUBSIDIARY**


**(A
      Development Stage Entity)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





**For
                  the Nine Months Ended**June 30,
            
            **January
                        17,**2003(Inception)throughJune
                30,**2006**
            
            **2005**
            
            **2006****Cash
                Flows From Operating Activities**Net
                Loss
            
            $
            (212,166
            )
            $
            (146,152
            )
            $
            (703,577
            )Adjustments
                to reconcile net loss tonet
                cash from operating activities:Forgiveness
                of accounts payable
            
            
            (8,850
            )
            
            -
            
            
            (8,850
            )Advertising
                expense - web content purchase
            
            
            
            
            
            
            
            
            150,000Changes
                in operating assets and liabilitiesAccounts
                receivable
            
            
            (20,150
            )
            
            -
            
            
            (20,150
            )Inventory
            
            
            (64,754
            )
            
            -
            
            
            (44,004
            )Accrued
                interest receivable
            
            
            (13,332
            )
            
            -
            
            
            (17,579
            )Accounts
                payable
            
            
            54,641
            
            
            8,897
            
            
            81,027Accrued
                interest payable
            
            
            (62,149
            )
            
            32,330
            
            
            52,822Unearned
                income
            
            
            2,889
            
            
            -
            
            
            2,889**Net
                Cash From Operating Activities**
            
            
            (323,871
            )
            
            (104,925
            )
            
            (507,422
            )**Cash
                Flows From Investing Activities**
            
            
            -
            
            
            -
            
            
            -**Cash
                Flows From Financing Activities**Principal
                payments from stock subscription notes receivable
            
            
            253,544
            
            
            -
            
            
            253,544Advances
                from majority shareholder
            
            
            183,615
            
            
            60,750
            
            
            264,615Payments
                to majority shareholder
            
            
            (100,000
            )
            
            
            
            
            (100,000
            )Capital
                contribution from majority shareholder
            
            
            3,050
            
            
            15,524
            
            
            96,108Purchase
                of treasury stock
            
            
            (7,817
            )
            
            -
            
            
            (7,817
            )Sale
                of common stock
            
            
            -
            
            
            -
            
            
            10,000**Net
                Cash From Financing Activities**
            
            
            332,392
            
            
            76,274
            
            
            516,450**Net
                Change in Cash**
            
            
            8,521
            
            
            (28,651
            )
            
            9,028**Cash
                at Beginning of Period**
            
            
            507
            
            
            30,302
            
            
            -**Cash
                at End of Period**
            
            $
            9,028
            
            $
            1,651
            
            $
            9,028Cash
                paid for interest
            
            $
            100,000
            
            $
            -
            
            $
            100,000Cash
                paid for income taxes
            
            $
            -
            
            $
            -
            
            $
            -**Non-Cash
                Financing Activities**Acquisition
                of inventory by issuance of Note Payable to Majority
                Shareholder
            
            $
            -
            
            $
            -
            
            $
            862,127Shares
                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. AND SUBSIDIARY**


**(A
      Development Stage Entity)**


**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1 - NATURE OF BUSINESS**





***Organization
      and Nature of Operations —*** On
      January 17, 2003, Benacquista Galleries, Inc. (“the Company”) was organized
      under the laws of the State of Nevada. 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 June
      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 controlling shareholder of
      the Company is Mr. James Price, our Chief Executive Officer and Chairman of
      the
      Board, who owns approximately 82.1% of the outstanding common stock of the
      Company as of June 30, 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. Year to date results
      for
      the nine-month period ended June 30, 2006 are not necessarily indicative of
      the
      results that may be expected for the year ending September 30, 2006. The
      accompanying financial statements should be read in conjunction with the
      Company’s annual financial statements as of September 30, 2005 filed with form
      10-KSB/A.





**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 June 30, 2006 and September 30, 2005.




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





***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.





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.








F
            - 4





***Advertising
      expense*** —
      Advertising costs are expensed as incurred. Advertising expense for the nine
      months ended June 30, 2006 and 2005 was $50,109 and $0,
      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. As of June
      30,
      2006 there were no potentially dilutive securities outstanding. As of June
      30,
      2005 potentially dilutive securities included 100,000 shares of Company common
      stock issuable upon exercise of an outstanding warrant that is not included
      in
      the computation of diluted net loss per share as the effect would be
      anti-dilutive due to the market price being less than the exercise price and
      due
      to losses of the Company.





***Recently
      Issued Accounting Pronouncements***





In
      February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid
      Financial Instruments”, which is an amendment of SFAS Nos. 133 and 140. This
      statement (a) permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, (b) clarifies which interest-only strip and principal-only strip
      are not subject to the requirements of SFAS No. 133, (c) establishes a
      requirement to evaluate interests in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, (d)
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, (e) amends SFAS No. 140 to eliminate the prohibition
      on a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This statement is effective for financial statements
      for
      fiscal years beginning after September 15, 2006. Earlier adoption of this
      statement is permitted as of the beginning of an entity’s fiscal year, provided
      the entity has not yet issued any financial statements for that fiscal year.
      The
      adoption of this standard is not expected to have a material impact on the
      Company’s financial statements.




In
      March
      2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial
      Assets”, which amends SFAS No. 140. This statement establishes, among other
      things, the accounting for all separately recognized servicing assets and
      servicing liabilities. This statement amends SFAS No. 140 to require that all
      separately recognized servicing assets and servicing liabilities be initially
      measured at fair value, if practicable. This statement permits, but does not
      require, the subsequent measurement of separately recognized servicing assets
      and servicing liabilities at fair value. An entity that uses derivative
      instruments to mitigate the risks inherent in servicing assets and servicing
      liabilities is required to account for those derivative instruments at fair
      value. Under this statement, an entity can elect subsequent fair value
      measurement to account for its separately recognized servicing assets and
      servicing liabilities. By electing that option, an entity may simplify its
      accounting because this statement permits income statement recognition of the
      potential offsetting changes in fair value of those servicing assets and
      servicing liabilities and derivative instruments in the same accounting period.
      This statement is effective for financial statements for fiscal years beginning
      after September 15, 2006. Earlier adoption of this statement is permitted as
      of
      the beginning of an entity’s fiscal year, provided the entity has not yet issued
      any financial statements for that fiscal year. Management believes that adoption
      of this standard will not have a material impact on the Company’s financial
      statements.







F
            - 5





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainties in
      Income Taxes”, (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in
      income taxes and prescribes a recognition threshold and measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. Management believes that adoption of this
      standard will not have a material impact on the Company's financial
      statements.





**NOTE
      3 - RESTATEMENT**





Certain
      adjustments were made at June 30, 2006 and as such, the financial statements
      have been restated to reflect said adjustments described in the following
      paragraphs.





Revenue
      and accounts receivable have been reduced by $317,545 due to management’s
      assessment that the revenue previously recognized for the sales of the FDR
      to XPANSION
      2 XTREME did not
      meet the Company’s revenue recognition criteria due to collectibility of the
      receivable not being reasonably assured. The Company has recognized revenues
      to
      the extent of cash received.





Prepaid
      royalties of $2,500 and an additional $373 has been accrued as accounts payable
      and have been recorded an expense of $2,873 due to a correction regarding the
      terms of the royalty contract with director Don Tolman for the FDR. This has
      been recorded as “General and Administrative” expenses in the accompanying
      condensed consolidated statements of operations.





Accrued
      interest receivable and the related interest income and amounts applied to
      the
      principal balance of the notes have been adjusted to reflect the timing of
      the
      exercise of the warrants during the fourth quarter of 2005 as described in
      Note
      7 below. The exercise had previously been reported as having occurred in the
      three month period ended March 31, 2006.





The
      balance sheet account Due to Majority Shareholder increased $146,750 due to
      cumulative adjustments for salary and rent of $81,000 for the twelve months
      ended September 30, 2005 and $60,750 for the nine months ended June 30, 2006.
      This account reflects salary of $75,000 per annum and the rent of $6,000 per
      annum owed to our sole Officer James Price. In addition, additional advances
      were made by our majority shareholder that were not previously recorded related
      to the $5,000 settlement of a claim that the FDR improperly made use of
      copyrighted material belonging to The George Mateljan Foundation as more fully
      described in Note 9.





The
      Company recorded salary expense for the services provided by our sole Officer
      James Price at the rate of $6,250 per month totaling $56,250 for the nine months
      ended June 30, 2006. In addition, Mr. Price leases certain office facilities
      to
      the Company under a month to month agreement for rent of $500 per month totaling
      $4,500 for the nine months ended June 30, 2006. These expenses have been
      recorded as “General and Administrative” expenses in the accompanying condensed
      consolidated statements of operations.





F
            - 6





The
      effects of the restatement items described above for June, 2006 and the nine
      months then ended are shown on the following table:





As
                Originally
            
            Effect
                ofReported
            
            Restatement
            
            As
                Restated**Balance
                Sheet**Accounts
                receivable
            
            $
            337,695
            
            $
            (317,545
            )
            $
            20,150Advanced
                royalty payment
            
            
            2,500
            
            
            (2,500
            )
            
            -Accrued
                interest receivable
            
            
            9,840
            
            
            7,739
            
            
            17,579Total
                Assets
            
            
            1,265,193
            
            
            (312,305
            )
            
            952,888Accounts
                payable
            
            
            71,805
            
            
            372
            
            
            72,177Due
                to shareholder
            
            
            17,865
            
            
            146,750
            
            
            164,615Total
                Current Liabilities
            
            
            1,157,508
            
            
            147,122
            
            
            1,304,630Total
                Liabilities
            
            
            1,157,508
            
            
            147,122
            
            
            1,304,630Stock
                subscription receivable
            
            
            (736,426
            )
            
            (10,030
            )
            
            (746,456
            )Deficit
                accumulated in the development stage
            
            
            (254,176
            )
            
            (449,401
            )
            
            (703,577
            )Total
                Shareholder's Deficit
            
            
            107,685
            
            
            (459,437
            )
            
            (351,752
            )Total
                Liabilities and Shareholder's Deficit
            
            $
            1,265,193
            
            $
            (312,305
            )
            $
            952,888





**Statement
                of Operations**Revenue
            
            $
            422,618
            
            $
            (317,545
            )
            $
            105,073Sales
                and marketing expenses
            
            
            -
            
            
            50,109
            
            
            50,109General
                and administrative expenses
            
            
            98,572
            
            
            18,511
            
            
            117,083Total
                operating expenses
            
            
            98,572
            
            
            68,620
            
            
            167,192Income
                from operations
            
            
            169,064
            
            
            (386,164
            )
            
            (217,100
            )Interest
                income
            
            
            20,418
            
            
            13,521
            
            
            33,939Interest
                expense
            
            
            (37,851
            )
            
            (4
            )
            
            (37,855
            )Total
                other income and expense
            
            
            (8,583
            )
            
            13,517
            
            
            4,934Net
                income
            
            
            160,481
            
            
            (372,647
            )
            
            (212,166
            )Basic
                & diluted income (loss) per share
            
            $
            0.02
            
            
            
            
            $
            (0.19
            )Basic
                and diluted
            
            
            1,064,103
            
            
            
            
            
            1,099,939





**NOTE
      4**  **-
      GOING CONCERN**





***Business
      Condition*** —
The
      Company is a new company with 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 nine months ended June 30, 2006, the Company incurred a net loss
      of
      $212,166 and it had negative cash flows from operations of $323,871. In
      addition, the Company had a deficit accumulated in the development stage of
      $703,577 as of June 30, 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 interim 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.








F
            - 7





**NOTE
      5**  **-**  **INVENTORY**





***Value*** —
      Inventories are stated at the lower of cost or market. When there is evidence
      that the inventory value is less than the original cost, the inventory is
      reduced to market value. The Company determines market value from periodic
      professional appraisals. Appraisals are performed annually or more often as
      deemed appropriate. On September 30, 2005, Ted Robertson, appraiser, appraised
      the works of art and provided a current market value of $1,227,500.





An
      order
      was placed in December to have 5,000 Farmacist Desk References printed costing
      $25.90 per book; shipment was sent to the customer, XPANSION
      2 XTREME ,
      in
      March 2006 and the total of $129,500 has been paid to the printer and reflected
      in cost of goods sold in the accompanying statements of operations for the
      nine
      months ended June 30, 2006. The Company has recognized revenue related to this
      shipment of books based on the cash received from the customer as collectibility
      of the amount due is not reasonably assured.





***Composition*** —
Art
      inventory as of June 30, 2006 and September 30, 2005, is composed of 293 and
      36
      pieces of art respectively, consisting of oil-on-canvas, lithograph and pastel
      paintings, bronze and ceramic sculptures and other miscellaneous
      items.





**NOTE
      6 - UNEARNED REVENUE**





Unearned
      revenue represents prepayments received on books not yet sent to the
      customer.





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





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





***Common
      Stock*** —
In
      January 2003, the Company issued 1,000,113 shares of common stock to various
      individuals, including officers of the Company, for cash proceeds of $10,000
      or
      $0.01 per share.





***Additional
      Paid-in Capital*** —
The
      majority shareholder made $3,050 cash contributions for the nine months ended
      June 30, 2006 for a total of $96,108 during the period January 17, 2003 (date
      of
      inception) through June 30, 2006.




***Treasury
      Stock*** —
During
      the quarter ended June 30, 2006, the Company purchased 1,900 shares of its
      common stock for $7,817 at an average price of $4.10 per share.





***Stock
      Subscription Receivable*** —
In
      January 2003, the Company issued a warrant to purchase up to 100,000 shares
      of
      common stock at an exercise price of $10 per share expiring January 31, 2006
      to
      XCL Partners, an unaffiliated company. XCL Partners subsequently transferred
      their interest in the warrant to three other unaffiliated parties in accordance
      with the terms of the warrant. A warrant to purchase 20,000 shares was
      transferred to OTC Services. Warrants to purchase 40,000 shares each were
      granted to Monarch Consulting and Emerald Resource Group, respectively. During
      the fourth quarter of 2005, the three warrant holders exercised their rights
      under the warrant and purchased 100,000 shares of common stock at $10 per share
      by entering into three separate note receivable agreements to pay the Company
      an
      aggregate of $1,000,000.The notes bear interest at 5% and are due January 2008
      with no interim principal or interest payments required. As the notes are the
      result of issuing common stock, the $1,000,000, less amounts received, is
      recorded as an offset to equity as stock subscription receivable in the
      accompanying balance sheets as of June 30, 2006 and September 30, 2005,
      respectively.





During
      the nine months ended June 30, 2006, OTC Services made aggregate principal
      and
      interest payments under their note of $152,500 and Monarch Consulting made
      aggregate principal and interest payments of $121,650.








F
            - 8





Stock
      subscription receivable as of June 30, 2006 and September 30, 2005,
      respectively, is comprised of the following notes receivable:





**June
                30**
            
            **September
                30****2006**
            
            **2005**OTC
                Services
            
            $
            53,860
            
            $
            200,000Monarch
                Consulting
            
            
            292,596
            
            
            400,000Emerald
                Resources
            
            
            400,000
            
            
            400,000$
            746,456
            
            $
            1,000,000





**NOTE
      8 - 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 issued an unsecured, demand note payable to YNOT
      Education, Inc. (“YNOT”) in the amount of $150,000 for the purchase of website
      content. The note bears interest at 5% per annum and is payable on demand with
      no periodic payments required. The Company’s major shareholder is a director of
      YNOT. Upon YNOT’s receipt of the note, YNOT immediately assigned the Note to the
      Company’s major shareholder.





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 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. During the six months
      ended March 31, 2006 the Company paid a total of $7,500 to Mr. Tolman under
      the
      agreement and has recognized expense of $7,873 for the nine months ended June
      30, 2006.





During
      the nine months ending June 30, 2006 the majority shareholder loaned the Company
      cash of $122,865 to acquire additional artwork and to pay certain operating
      expenses by issuance of a demand note with no periodic payments required. As
      of
      June 30, 2006, $100,000 has been re-paid, leaving a current balance of $17,865.
      On March 16, 2006 a partial accrued interest payment of $100,000 on the
      outstanding interest bearing note payables was made to the majority
      shareholder.




**NOTE
      9 - PENDING OR THREATENED LITIGATION**





There
      is
      pending litigation against the Company. The Whole Food Farmacy filed a trademark
      infringement suit against the Company in Federal Court in Tennessee on March
      18,
      2006. In management’s and legal counsel’s opinion, there is no basis in fact for
      this litigation and it is frivolous. Legal counsel is of the opinion that the
      maximum liability to the Company will be no more than legal fees.








F
            - 9





On
      March
      10, 2006 the Company was notified by letter that certain of the content in
      the
      FDR improperly made use of copyrighted material belonging to The George Mateljan
      Foundation (the “Foundation”). On May 30, 2006, we entered into a settlement
      agreement with the Foundation whereby we agreed to remove all copyrighted
      materials from the FDR, pay a one-time settlement fee of $5,000 and, further,
      to
      provide the Foundation with a copy of the revised FDR fourteen days prior to
      its
      reprinting. The settlement fee has been recorded as General and Administrative
      expense in the accompanying statements of operations for the three and nine
      months ended June 30, 2006.





**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 it 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 nine months
      ended June 30, 2006 and 2005:





**Nine
                months ended June 30, 2006**
            
            **Nine
                months ended June 30, 2005****Art
                Sales**
            
            **Publishing**
            
            **Total**
            
            **Art
                Sales**
            
            **Publishing**
            
            **Total**Revenues
            
            $
            47,374
            
            $
            57,699
            
            $
            105,073
            
            $
            -
            
            $
            -
            
            $
            -Cost
                of sales
            
            
            25,231
            
            
            129,750
            
            
            154,981
            
            
            -
            
            
            -
            
            
            -Gross
                profit
            
            
            22,143
            
            
            (72,051
            )
            
            (49,908
            )
            
            -
            
            
            -
            
            
            -Operating
                expenses
            
            
            42,663
            
            
            124,529
            
            
            167,192
            
            
            113,822
            
            
            
            
            
            113,822Operating
                loss
            
            
            (20,520
            )
            
            (196,580
            )
            
            (217,100
            )
            
            (113,822
            )
            
            -
            
            
            (113,822
            )Other
                income (expense)
            
            
            (15,273
            )
            
            20,207
            
            
            4,934
            
            
            (32,330
            )
            
            -
            
            
            (32,330
            )Segment
                loss
            
            $
            (35,793
            )
            $
            (176,373
            )
            $
            (212,166
            )
            $
            (146,152
            )
            $
            -
            
            $
            (146,152
            )Segment
                assets
            
            $
            939,585
            
            $
            13,303
            
            $
            952,888
            
            $
            827,778
            
            $
            -
            
            $
            827,778





**NOTE
      11 - CONCENTRATIONS**





For
      the
      nine months ended June 30, 2006, a total of 55% or $57,455 of the company’s
      sales was to a single customer in Australia. Three customers in the United
      States accounted for 19%, 13% and 12% of sales, respectively. The country is
      determined by the address the product is shipped to.





F
            - 10





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





**SPECIAL
      NOTE REGARDING FORWARD LOOKING STATEMENTS**





This
      quarterly report on Form 10-QSB/A, 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/A 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/A for the
      fiscal year ended September 30, 2005. Except as required by law, we undertake
      no
      obligation to update any of the forward-looking statements in this Form 10-QSB/A
      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 quarterly period ended
      June
      30, 2006, the notes thereto included in Part I, Item 1 of this quarterly report
      on Form 10-QSB/A, 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/A for the fiscal years ended September 30, 2005
      and
      2004. Our unaudited 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 audited financial statements for
      the
      fiscal years ended September 30, 2005 and 2004.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our 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, formed under the laws of the State of Nevada, on
      January 17, 2003, for the purpose of offering collectable artwork and
      accessories through a chain of retail galleries and a fully interactive
      e-commerce and auction-enabled website.





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 ”).





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.





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 are stated on a post-consolidated basis. Per share
      amounts have also been restated for the share consolidation.





We
      currently have very limited operations, only two part-time employees (our sole
      officer and director James Price and our director Don Tolman), and no retail
      gallery space. We have recently launched our website and an eBay ® store
      which features our current, limited art inventory. We have developed a plan
      of
      operations that could allow us to sell art through at least one retail gallery
      location and over the internet.





2





**PLAN
      OF OPERATION**





The
      primary areas of our business which we intend to develop over the next six
      to
      twelve months include:





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





·
            the
                publication and sale of the FDR;





·
            at
                least one gallery opening in a strategic
                location;





·
            sales
                of additional educational products created by Don Tolman and related
                to
                various educational topics including art education;
                and





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





We
      have
      identified target locations for potential gallery openings during the next
      six
      to twelve months. These locations are in Maine, Pennsylvania, Virginia, Nevada
      and Maryland. Initially, we selected locations in shopping malls based on the
      number of complementary luxury goods stores they contain, however, having found
      cost and credit terms of such spaces prohibitively expensive, we have now
      concentrated our efforts on locating stand alone retail spaces in prime tourist
      or shopping areas, ideally spaces that were formerly or are currently being
      used
      as galleries. Although we will seek out space that requires as little
      improvement as possible, there can be no assurance that such a space will be
      available to us on terms which we qualify for and would be willing to accept.
      Our Chief Executive Officer, James Price, has agreed to execute lease guarantees
      on up to four of the retail spaces which we select, if necessary, for a maximum
      lease liability of $500,000 per lease.





In
      the
      near term we also intend to begin an aggressive expansion plan which will
      include:





·
            television
                and radio commercials promoting our
                products;





·
            the
                opening of at least one retail gallery
                site;





·
            the
                addition of several educational products to the YNOT EduK8
                line;





·
            significant
                expansion of our art inventory and substantial new
                acquisitions;





·
            expansion
                of the network of distributors for our educational products;
                and





·
            the
                signing of several new artists to artist representation
                agreements.





**RESULTS
      OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND
      2005**





**Revenues**





Revenues
      were $50,318 for the three months ended June 30, 2006, as compared to $0 for
      the
      three months ended June 30, 2005. This increase is primarily attributable to
      $49,975 in revenue recognized upon collection of cash from XPANSION
      2 XTREME for
      sales of the *Farmacist
      Desk Reference* .
      All
      costs related to the FDR were expensed to cost of sales upon shipment to the
      customer in the three months ended March 31, 2006.





**Sales
      and Marketing Expenses**





Sales
      and
      marketing expenses were $2,495 for the three months ended June 30, 2006, as
      compared to $0 for the three months ended June 30, 2005. Sales and marketing
      expenses were comprised primarily of advertising expenses including trade shows
      and marketing related collaterals.








3





**General
      and Administrative Expenses**





General
      and administrative expenses increased $8,873, from $39,455 for the three months
      ended June 30, 2005 to $48,328 for the three months ended June 30, 2006. This
      increase is primarily attributable to a $5,000 one-time lump sum payment made
      under the terms of a certain settlement agreement entered into as of May 30,
      2006, and an increase in editing expenses associated with our publication of
      the
      FDR, and for which there were no comparable expenses during the three months
      ended June 30, 2005.





**Other
      Income and Expense**





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





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 was $9,775 for the three
      months ended June 30, 2006, as compared to $0 for the three months ended June
      30, 2005. Interest expense increased $1,844, from $10,777 for the three months
      ended June 30, 2005 to $12,621 for the three months ended June 30, 2006. This
      increase is attributable to an increase in the average outstanding balance
      owed
      to our Chief Executive Officer and majority shareholder, James Price, for the
      three months ended June 30, 2006 as compared to the three months ended June
      30,
      2005.





Forgiveness
      of debt was $8,850 for the three months ended June 30, 2006, as compared to
      $0
      for three months ended June 30, 2005. This increase is attributable to a
      one-time settlement arrangement reached with a certain vendor for payment of
      invoices at amounts less than originally presented.





**RESULTS
      OF OPERATIONS FOR** **THE
      NINE MONTHS ENDED JUNE 30, 2006 AND 2005**





**Revenues**





Revenues
      were $105,073 for the nine months ended June 30, 2006, as compared to $0 for
      the
      nine months ended June 30, 2005. This increase is primarily attributable to
      an
      increase of $47,275 in sales of artwork, and $49,975 in revenue recognized
      upon
      collection of cash from XPANSION
      2 XTREME for
      sales of the *Farmacist
      Desk Reference.*





**Sales
      and Marketing Expenses**





Sales
      and
      marketing expenses were $50,109 for the nine months ended June 30, 2006, as
      compared to $0 for the nine months ended June 30, 2006. Sales and marketing
      expenses were comprised primarily of advertising expenses including trade shows
      and marketing related collaterals.





**General
      and Administrative Expenses**





General
      and administrative expenses are comprised primarily of salaries, rents,
      professional fees, royalties and general overheads. General and administrative
      expenses increased $3,261, from $113,822 for the nine months ended June 30,
      2005
      of to $117,083 for the nine months ended June 30, 2006. This increase is
      primarily attributable to a $5,000 one-time lump sum payment made under the
      terms of a certain settlement agreement entered into as of May 30, 2006, an
      increase in editing expenses associated with our publication of the FDR and
      an
      increase in royalty expenses, and for which there were no comparable expenses
      during the nine months ended June 30, 2005.


This
      increase in our general and administrative expenses was partially offset by
      a
      decrease in our legal fees.





**Other
      Income and Expense**





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








4





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 was $33,939 for the nine
      months ended June 30, 2006, as compared to $0 for the nine months ended June
      30,
      2005. Interest expense increased $5,525, from $32,330 for the nine months ended
      June 30, 2005 to $37,855 for the nine months ended June 30, 2006. This increase
      is attributable to an increase in the average outstanding balance owed to our
      Chief Executive Officer and majority shareholder, James Price, for the three
      months ended June 30, 2006 as compared to the three months ended June 30, 2005.





Forgiveness
      of debt was $8,850 for the three months ended June 30, 2006, as compared to
      $0
      for three months ended June 30, 2005. This increase is attributable to a
      one-time settlement arrangement reached with a certain vendor for payment of
      invoices at amounts less than originally presented.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of the
      nine months ended June 30, 2006 we had $9,028 of cash on hand.





Net
      cash
      used in operating activities increased $218,946, from $104,925 for the nine
      months ended June 30, 2005 to $323,871 for the nine months ended June 30, 2006.
      This increase was the result of a net loss, increases in accounts receivable,
      inventory, and accrued interest receivable, and a decrease in accrued interest
      expenses as a result of an interest payment in the amount of $100,000 to our
      Chief Executive Officer and majority shareholder, James Price, which interest
      payment was offset by additional accrued interest. Our increase in net cash
      used
      in operating activities was partially offset by increases in accounts payable.
      Net cash used in operating activities for the nine months ended June 30, 2005
      was primarily the result of a net loss offset by an increase in accrued interest
      payable.





Net
      cash
      provided by financing activities increased $256,118, from $76,274 for the nine
      months ended June 30, 2005 to $332,392 for the nine months ended June 30, 2006.
      Net cash provided by financing activities for the nine months ended June 30,
      2006 was primarily attributable to capital contribution and advances in the
      form
      of a loan from our Chief Executive Officer and majority shareholder, James
      Price, and proceeds received from Notes receivable related to the exercise
      of
      certain warrants during the period of August 17, 2005 through September 7,
      2005,
      and was offset by an interest payment in the amount of $100,000 to our Chief
      Executive Officer and majority shareholder, James Price.





As
      of
      June 30, 2006 our principal commitments consisted of our obligations outstanding
      under accounts payable, accrued interest and a note payable to our major
      shareholder. We have no material commitments for capital expenditures. We expect
      no significant capital expenditures or lease commitments during the next fiscal
      quarter.





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, 2005, 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.





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.








5





**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS**





In
      February 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statements of Financial Accounting Standard (SFAS) No. 155, *Accounting
      for Certain Hybrid Financial Instruments* ,
      which
      is an amendment of SFAS No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* and SFAS
      No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* .
      This
      statement (i) permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, (ii) clarifies which interest-only strip and principal-only strip
      are not subject to the requirements of SFAS No. 133, (iii) establishes a
      requirement to evaluate interests in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, (iv)
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, and (v) amends SFAS No. 140 to eliminate the
      prohibition on a qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS No. 155 is effective for financial
      statements for fiscal years beginning after September 15, 2006. Earlier adoption
      of SFAS No. 155 is permitted as of the beginning of an entity’s fiscal year; *provided* , *however* ,
      that
      the entity has not yet issued any financial statements for that fiscal year.
      Adoption of SFAS No. 155 is not expected to have a material impact on our
      condensed consolidated financial statements.





In
      March
      2006, the FASB issued SFAS No. 156, *Accounting
      for Servicing of Financial Assets* ,
      which
      amends SFAS No. 140. This statement establishes, among other things, the
      accounting for all separately recognized servicing assets and servicing
      liabilities, and amends SFAS No. 140 to require that all separately recognized
      servicing assets and servicing liabilities be initially measured at fair value,
      if practicable. SFAS No. 156 permits, but does not require, the subsequent
      measurement of separately recognized servicing assets and servicing liabilities
      at fair value. An entity that uses derivative instruments to mitigate the risks
      inherent in servicing assets and servicing liabilities is required to account
      for those derivative instruments at fair value. Under SFAS No. 156, an entity
      can elect subsequent fair value measurement to account for its separately
      recognized servicing assets and servicing liabilities. By electing this option,
      an entity may simplify its accounting because this statement permits income
      statement recognition of the potential offsetting changes in fair value of
      those
      servicing assets and servicing liabilities and derivative instruments in the
      same accounting period. SFAS No. 156 is effective for financial statements
      for
      fiscal years beginning after September 15, 2006. Earlier adoption of SFAS No.
      156 is permitted as of the beginning of an entity’s fiscal year; *provided* , *however* ,
      that
      the entity has not yet issued any financial statements for that fiscal year.
      Adoption of SFAS No. 156 is not expected to have a material impact on our
      condensed consolidated financial statements.





In
      June
      2006, the FASB issued Interpretation No. 48, “ *Accounting
      for Uncertainties in Income Taxes* ”,
      (“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes and
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. Adoption of FIN 48 is not expected to have a material impact
      on our condensed consolidated financial statements.





**ITEM
      3. 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.








6





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 were ineffective in ensuring that the
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange, is recorded, processed, summarized and reported within the requisite
      time periods due to the following reasons:





·
            we
                lacked controls to insure that information and documents relating
                to the
                purchase of treasury stock and certain cash flow transactions, were
                provided to and reviewed by accounting and financial reporting personnel
                on a timely basis to insure that the financial reporting and disclosure
                implications of such transactions could be considered and reflected
                in the
                condensed consolidated financial statements in the proper
                periods.





As
      a
      result of these findings, and in an effort to improve the effectiveness our
      disclosure controls and procedures, we have taken certain steps to increase
      the
      frequency and quality of our communication with outside bookkeepers and will
      continue to work with our auditors, counsel and other outside advisors to ensure
      that our controls and procedures are adequate and effective in future interim
      and annual 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.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**





Other
      than the remedial measures set forth above, 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.























7





**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 Stated 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.


On
      March
      10, 2006 we were notified by letter that certain of the content in the *Farmacist
      Desk Reference* allegedly improperly made use of copyrighted material belonging to The George
      Mateljan Foundation for the World’s Healthiest Foods (the “Foundation”). On May
      30, 2006, we entered into a settlement agreement with the Foundation under
      the
      terms of which we agreed to remove all copyrighted material from the FDR, pay
      a
      one-time settlement fee of $5,000 and, further, to provide the Foundation with
      a
      copy of the revised FDR fourteen days prior to its reprinting.





**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
      June 30, 2006.





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





There
      were no reportable events under this Item 3 during the quarterly period ended
      June 30, 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 June
      30,
      2006.





**ITEM
      5. OTHER INFORMATION.**





There
      were no reportable events under this Item 5 during the quarterly period ended
      June 30, 2006.












8





**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(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,
                2005.31.1
            Certification
                ofBenacquista
                Galleries Inc. Chief Executive Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a), datedMay
                18, 2007.
                FILED HEREWITH31.2
            Certification
                ofBenacquista
                Galleries Inc. Chief Financial Officer, James Price, required by
                Rule
                13a-14(a) or Rule 15d-14(a), datedMay
                18, 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),datedMay
                18, 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),datedMay
                18, 2007.
                FILED HEREWITH.








9





**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:
                May 18, 2007**BENACQUISTA
                GALLERIES, INC.**By:
            */s/
                James
                Price*James
                PriceChief
                Executive Officer &
              Chief
                Financial Officer


















































10