UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10Q





(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, 2009





 ̈
            Transition
      Report Under Section 13 or 15(D) of the Securities Exchange Act of
      1934





For the
transition period from __________ to __________





VIBE RECORDS, INC.
NEVADA


(Exact
name of registrant as specified in its charter)





Nevada
                  0-51107
                  71-0928242(State of Incorporation)
                  (Commission File
                    Number)
                  (I.R.S. Employer Identification
                    Number)





824
      Old Country Road, P.O. Box 8, Westbury N.Y. 11590
            11590(Address
      of principal executive offices)
            (Zip
      code)





(516)
333-2400


(Registrant's
telephone number, including area code)





Indicate
by check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject such filing requirements for the past 90
days.   Yes x   No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or smaller reporting
company.  See definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check One):





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company x





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


Yes  ̈   No x





As of
February 12, 2010, the number of shares of the registrant’s common stock, par
value $0.0001 per share, outstanding was 20,185,687.








VIBE
RECORDS, INC. NEVADA





Form
10-Q


For
the Quarterly Period Ended December 31, 2009





Table of Contents





PagePART
      I
              Financial
      InformationItem
      1.
              Financial
      StatementsBalance
      Sheets
              3Statements
      of Operations and Comprehensive Loss
              4Statements
      of Cash Flows
              5Notes
      to Consolidated Financial Statements (Unaudited)
              6-14Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
              15Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              17Item
      4.
              Controls
      and Procedures
              18PART
      II
              Other
      Information
              18Item
      1.
              Legal
      Proceedings
              18Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              18Item
      3.
              Defaults
      Upon Senior Securities
              18Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              18Item
      5.
              Other
      Information
              19Item
      6.
              Exhibits
              19




2


VIBE
RECORDS, INC. NEVADA


(a
development stage company)


Balance
Sheets


December
31, 2009 (Unaudited) and September 30, 2009 (Audited)





December 31, 2009
                                                                
                                                                
                                                                September 30, 2009Unaudited
                                                                
                                                                
                                                                AuditedASSETSCURRENT
      ASSETSCash
      on hand and in bank
                                                                
                                                                $
                                                                19,531
                                                                
                                                                
                                                                $
                                                                23,809TOTAL
      CURRENT ASSETS
                                                                
                                                                
                                                                19,531
                                                                
                                                                
                                                                
                                                                23,809PROPERTY
      AND EQUIPMENT - AT COST
                                                                
                                                                
                                                                96,937
                                                                
                                                                
                                                                
                                                                96,937Less
      accumulated depreciation
                                                                
                                                                
                                                                (48,692
                                                                )
                                                                
                                                                
                                                                (43,845
                                                                )NET
      PROPERTY AND EQUIPMENT
                                                                
                                                                
                                                                48,245
                                                                
                                                                
                                                                
                                                                53,092TOTAL
      ASSETS
                                                                
                                                                $
                                                                67,776
                                                                
                                                                
                                                                $
                                                                76,901LIABILITIES
      AND STOCKHOLDERS DEFICITCURRENT
      LIABILITIESNotes
      payable to bank and individuals
                                                                
                                                                $
                                                                847,808
                                                                
                                                                
                                                                $
                                                                730,381Accounts
      payable and other accrued liabilities
                                                                
                                                                
                                                                314,866
                                                                
                                                                
                                                                
                                                                368,970Accrued
      interest payable
                                                                
                                                                
                                                                776,746
                                                                
                                                                
                                                                
                                                                719,081Notes
      and advances payable to officers and stockholders
                                                                
                                                                
                                                                1,713,155
                                                                
                                                                
                                                                
                                                                1,686,077TOTAL
      LIABILITIES
                                                                
                                                                
                                                                3,652,575
                                                                
                                                                
                                                                
                                                                3,504,509COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITPreferred
      stock - $0.001 par value 50,000,000 shares authorizedSeries
      A - 4,000 shares designatedSeries
      B - 4,000 shares designatedNone
      issued and outstanding
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Common
      stock - $.0001 par value, 100,000,000 authorized; 22,109,267 and
      21,249,267 issued and outstanding, respectively
                                                                
                                                                
                                                                2,211
                                                                
                                                                
                                                                
                                                                2,125Additional
      paid in capital
                                                                
                                                                
                                                                3,170,835
                                                                
                                                                
                                                                
                                                                2,998,921Accumulated
      deficit
                                                                
                                                                
                                                                (6,022,978
                                                                )
                                                                
                                                                
                                                                (5,693,787
                                                                )(2,849,932
                                                                )
                                                                
                                                                
                                                                (2,692,741
                                                                )Less:
      Treasury stock
                                                                
                                                                
                                                                (734,867
                                                                )
                                                                
                                                                
                                                                (734,867
                                                                )TOTAL
      STOCKHOLDERS' DEFICIT
                                                                
                                                                $
                                                                (3,584,799
                                                                )
                                                                
                                                                $
                                                                (3,427,608
                                                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                                
                                                                $
                                                                67,776
                                                                
                                                                
                                                                $
                                                                76,901





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


3





VIBE
RECORDS, INC. NEVADA


(a
development stage company)


Statements
of Operations and Comprehensive Loss


For the
Three Months ended December 31, 2009 and 2008 and


Period
from January 13, 2003 (date of inception) through December 31, 2009





January 13, 2003InceptionThrough2009
                                          
                                          
                                          2008
                                          
                                          
                                          December 31, 2009REVENUES
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -OPERATING
      EXPENSESResearch
      and artist developments costs
                                          
                                          
                                          81,457
                                          
                                          
                                          
                                          22,692
                                          
                                          
                                          
                                          807,653General
      and administrative expenses
                                          
                                          
                                          69,313
                                          
                                          
                                          
                                          35,769
                                          
                                          
                                          
                                          3,170,034Professional
      fees
                                          
                                          
                                          115,570
                                          
                                          
                                          
                                          46,446
                                          
                                          
                                          
                                          958,644TOTAL
      OPERATING EXPENSES
                                          
                                          
                                          266,340
                                          
                                          
                                          
                                          104,907
                                          
                                          
                                          
                                          4,936,331LOSS
      FROM OPERATIONS
                                          
                                          
                                          (266,340
                                          )
                                          
                                          
                                          (104,907
                                          )
                                          
                                          
                                          (4,936,331
                                          )OTHER
      (EXPENSE)Interest
      expense
                                          
                                          
                                          (62,852
                                          )
                                          
                                          
                                          (60,418
                                          )
                                          
                                          
                                          955,014TOTAL
      OTHER (INCOME) EXPENSES
                                          
                                          
                                          (62,852
                                          )
                                          
                                          
                                          (60,418
                                          )
                                          
                                          
                                          955,014LOSS
      BEFORE PROVISION FOR INCOME TAXES
                                          
                                          
                                          (329,192
                                          )
                                          
                                          
                                          (165,325
                                          )
                                          
                                          
                                          (5,891,345
                                          )PROVISION
      FOR INCOME TAXES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (5,930
                                          )NET
      LOSS
                                          
                                          $
                                          (329,192
                                          )
                                          
                                          $
                                          (165,325
                                          )
                                          
                                          $
                                          (5,897,275
                                          )Loss
      per weighted-average share of common stock outstanding, computed on net
      loss-basic and fully diluted
                                          
                                          $
                                          (0.02
                                          )
                                          
                                          $
                                          (0.01
                                          )Weighted-average
      number of shares of common stock outstanding basic and fully
      diluted
                                          
                                          
                                          21,613,832
                                          
                                          
                                          
                                          14,564,267





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


4


VIBE
RECORDS, INC. NEVADA


(a
development stage company)


Statements
of Cash Flows


For the
Three Months ended December 31, 2009 and 2008 and


Period
from January 13, 2003 (date of inception) through December 31, 2009





January 13, 2003InceptionThroughDecember 31, 2009
                                                                      
                                                                      
                                                                      December 31, 2008
                                                                      
                                                                      
                                                                      December 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss for the year
                                                                      
                                                                      $
                                                                      (329,192
                                                                      )
                                                                      
                                                                      $
                                                                      (165,325
                                                                      )
                                                                      
                                                                      $
                                                                      (6,022,979
                                                                      )Adjustments
      to reconcile net loss to netcash
      provided by operating activities:Depreciation
                                                                      
                                                                      
                                                                      4,847
                                                                      
                                                                      
                                                                      
                                                                      2,674
                                                                      
                                                                      
                                                                      
                                                                      48,692Amortization
      of original issue discount on note payable to individual
                                                                      
                                                                      
                                                                      5,218
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      5,218Expenses
      paid with common stock
                                                                      
                                                                      
                                                                      172,000
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      701,550Increase
      (Decrease) in:Accounts
      payable and other accrued expenses
                                                                      
                                                                      
                                                                      (54,103
                                                                      )
                                                                      
                                                                      
                                                                      14,570
                                                                      
                                                                      
                                                                      
                                                                      314,867Accrued
      interest payable
                                                                      
                                                                      
                                                                      57,665
                                                                      
                                                                      
                                                                      
                                                                      46,734
                                                                      
                                                                      
                                                                      
                                                                      908,539NET
      CASH (USED) IN OPERATING ACTIVITIES
                                                                      
                                                                      
                                                                      (143,565
                                                                      )
                                                                      
                                                                      
                                                                      (101,347
                                                                      )
                                                                      
                                                                      
                                                                      (4,044,113
                                                                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      advanced to affiliated parties
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (24,071
                                                                      )
                                                                      
                                                                      
                                                                      (182,709
                                                                      )Cash
      paid to acquire property and equipment
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (96,937
                                                                      )NET
      CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (24,071
                                                                      )
                                                                      
                                                                      
                                                                      (279,646
                                                                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      (decrease) in bank overdraft
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (417
                                                                      )
                                                                      
                                                                      
                                                                      -Cash
      received on notes payable to banks and individuals
                                                                      
                                                                      
                                                                      140,000
                                                                      
                                                                      
                                                                      
                                                                      126,144
                                                                      
                                                                      
                                                                      
                                                                      1,317,952Cash
      paid on notes payable to banks and individuals
                                                                      
                                                                      
                                                                      (27,791
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (142,689
                                                                      )Cash
      received on notes and advances from officers, directors, and other related
      parties
                                                                      
                                                                      
                                                                      84,150
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      3,793,297Cash
      paid on notes and advances from officers, directors, and other related
      parties
                                                                      
                                                                      
                                                                      (57,072
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (115,403
                                                                      )Purchase
      of treasury stock
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (509,867
                                                                      )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                                      
                                                                      
                                                                      139,287
                                                                      
                                                                      
                                                                      
                                                                      125,727
                                                                      
                                                                      
                                                                      
                                                                      4,343,290INCREASE
      (DECREASE) IN CASH
                                                                      
                                                                      
                                                                      (4,278
                                                                      )
                                                                      
                                                                      
                                                                      309
                                                                      
                                                                      
                                                                      
                                                                      19,531CASH
      AT BEGINNING OF PERIOD
                                                                      
                                                                      
                                                                      23,809
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -CASH
      AT END OF PERIOD
                                                                      
                                                                      $
                                                                      19,531
                                                                      
                                                                      
                                                                      $
                                                                      309
                                                                      
                                                                      
                                                                      $
                                                                      19,531SUPPLEMENTAL
      DISCLOSURE OF INTEREST ANDINCOME
      TAXES PAIDInterest
      paid during the period
                                                                      
                                                                      $
                                                                      6,575
                                                                      
                                                                      
                                                                      $
                                                                      13,684
                                                                      
                                                                      
                                                                      $
                                                                      173,567Income
      taxes paid during the period
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -SUPPLEMENTAL
      DISCLOSURE OF NON-CASHINVESTING
      AND FINANCING ACTIVITIESAdvances
      to affiliated entities assigned to repay certain notes and advances from
      shareholder, officer and director
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      206,780
                                                                      
                                                                      
                                                                      
                                                                      -Common
      stock issued to settle notes payable
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      1,600,000





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


5


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
A - Organization and Description of Business





Vibe
Records, Inc. Nevada, (“we” “us” or the “Company”) was incorporated on January
17, 2003 under the laws of the State of Nevada as Benacquista Galleries,
Inc.  On May 30, 2008, we entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Vibe Records, Inc., a
privately held Delaware corporation.  Pursuant to the terms of the
closing of the Merger Agreement, Vibe Records, Inc.
was  merged with and into the Company. In connection with the
closing of the Merger Agreement, our name was changed from Benacquista
Galleries, Inc. to Vibe Records, Inc. Nevada.  This transaction was
accounted for as a reverse merger.





The
acquisition of Vibe Records, Inc. (Vibe) by Benaquista Galleries, Inc.
(Benaquista) effected a change in control of Benaquista and is accounted for as
a “reverse acquisition” whereby Vibe is the accounting acquiror for financial
statement purposes.  Accordingly, for all periods subsequent to the
reverse merger transaction, the financial statements of the Company will reflect
the historical financial statements of Vibe from its inception and the
operations of Benaquista for all periods subsequent to the May 30, 2008
transaction date.





The
Company conducts business as an artist and repertoire company, as well as an
independent record label in the music industry. We intend to distribute
recordings made by our artists on a national basis,
as well as operate state-of-the-art recording and production
facilities.




NOTE
B - Preparation of Financial Statements





The
acquisition of Vibe Records, Inc. on May 30, 2008, by the Company effected a
change in control and was accounted for as a ”reverse acquisition” whereby Vibe
Records, Inc. was the accounting acquiror for financial statement
purposes.  Accordingly, the historical financial statements of the
Company are those of Vibe Records, Inc. from its inception.





The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has adopted a
year-end of September 30.





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 the 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.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.





During
interim periods, the Company follows the accounting policies set forth in its
annual audited financial statements filed with the U. S. Securities and Exchange
Commission on its Annual Report on Form 10-K containing the Company’s financial
statements for the year ended September 30, 2009.  The information
presented within these interim financial statements may not include all
disclosures required by generally accepted accounting principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.


6





Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
B - Preparation of Financial Statements (continued)




In the
opinion of management, the accompanying interim financial statements, prepared
in accordance with the U. S. Securities and Exchange Commission’s instructions
for Form 10-Q, are unaudited and contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, results of operations and cash flows of the Company for the
respective interim periods presented.  The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full fiscal year ending September 30, 2010.





For
segment reporting purposes, the Company operated in only one industry segment
during the periods represented in the accompanying financial statements and
makes all operating decisions and allocates resources based on the best benefit
to the Company as a whole.





NOTE
C - Going Concern Uncertainty





As of
December 31, 2009, the Company has no revenue producing activities, limited cash
on hand, and significant debt related to the financing of its
operations.  Because of these factors, the Company’s auditors have
issued an audit opinion on the Company’s financial statements which includes a
statement describing our going concern status.  This means, in the
auditor’s opinion, substantial doubt about our ability to continue as a going
concern exists at the date of their opinion.





The
Company operates as an independent record label and a highly selective artist
and repertoire company that intends to distribute nationally recordings made by
its artists, as well as operate state-of-the-art recording and production
facilities.





After
selecting an artist, the Company intends to nurture each artist’s career through
teaching, encouraging and supervising the artist, while simultaneously searching
for and selecting suitable material, accompanists, side-men, producers and other
professionals to enhance that individual’s chances for success.  The
Company intends to attempt to secure exclusive standard industry recording
contracts for between three (3) to five (5) new artists per year.  The
ultimate success of this business plan will extensively rely upon the past
history and experience of the Company’s President and Chief Executive Officer in
the music industry.





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in its
business plan.  If no additional operating capital is received during
the next twelve months, the Company will be forced to rely on existing cash in
the bank and additional funds loaned by management and/or significant
stockholders.





The
Company remains dependent upon additional external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide sufficient working capital in excess of the Company’s initial
capitalization to preserve the integrity of the corporate entity.





The
Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will be
able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.


7




Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
C - Going Concern Uncertainty (continued)





It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.





In such a
restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive
activities.  Without necessary cash flow, the Company may become
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.





While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach its goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.





NOTE
D - Summary of Significant Accounting Policies





1.
            Cash
      and cash equivalents





For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.





Cash
overdraft positions may occur from time to time due to the timing of making bank
deposits and releasing checks, in accordance with the Company's cash management
policies.





2.
            Property
      and Equipment





Property
and equipment were recorded at cost.  Depreciation was calculated on a
straight-line basis over the estimated useful lives of five
years.  Maintenance and repairs are charged to operations as
incurred.





The
Company records impairment losses on long-lived assets used in operations when
events and circumstances indicate assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than their
carrying amounts. The amount of impairment loss recognized is the amount by
which the carrying amounts of the assets exceed the estimated fair
values.





3.
            Research
      and Development





Research
and development costs are expensed as incurred.





4.
            Advertising
      costs





Advertising
costs are expensed in the period incurred.  The Company had no
advertising expenses for the three months ended December 31, 2009 and
2008.


8


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
D - Summary of Significant Accounting Policies - Continued





5.
            Income
      taxes





The
Company files income tax returns in the United States of America and various
states, as appropriate and applicable.  As a result of the Company’s
bankruptcy action, the Company is no longer subject to U.S. federal, state and
local, as applicable, income tax examinations by regulatory taxing authorities
for any period prior to September 30, 2006.  The Company does not
anticipate any examinations of returns filed for periods ending after September
30, 2006.





The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2009 and 2008, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





The
Company has adopted the provisions required by the Income Taxes topic of the
FASB Accounting Standards Codification.  The Codification Topic
requires the recognition of potential liabilities as a result of management’s
acceptance of potentially uncertain positions for income tax treatment on a
“more-likely-than-not” probability of an assessment upon examination by a
respective taxing authority.  As a result of the implementation of
Codification’s Income Tax Topic, the Company did not incur any liability for
unrecognized tax benefits.





6.
            Income
      (Loss) per share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





As of
December 31, 2009 and 2008, respectively, the Company does not have any
outstanding items which could be deemed to be dilutive.





7.
            New
      and Pending Accounting
Pronouncements





The
Company is of the opinion that any and all pending accounting pronouncements,
either in the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.


9


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
E - Fair Value of Financial Instruments





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to financial risk, if any.





NOTE
F - Concentrations of Credit Risk





Financial
instruments, which potentially subject us to a concentration of risk, include
cash and accounts receivable.  All of our customers are based in the
United States at this time and we are not subject to exchange risk for accounts
receivable.





The
Company maintains its cash in domestic financial institutions subject to
insurance coverage issued by
the Federal Deposit Insurance Corporation (FDIC).  Under FDIC rules,
the Company is entitled to aggregate coverage as defined by Federal regulation
per account type per separate legal entity per financial
institution.  During the three months ended December 31, 2009 and
2008, and subsequent thereto, respectively, the Company, from time-to-time, had
deposits in a financialinstitution with credit
risk exposures in excess of statutory FDIC coverage.  The Company has
incurred no losses as a result of any unsecured credit risk
exposures.





The
Company is of the opinion that any and all pending accounting pronouncements,
either in the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position





NOTE
G - Property and Equipment





Property
and equipment consists of the following at December 31, 2009 and 2008,
respectively:





December 31,
                      
                      
                      December 31,
                      
                      Estimated2009
                      
                      
                      2008
                      
                      useful lifeRecording
      and computer equipment
                      
                      $
                      54,523
                      
                      
                      $
                      20,523
                      
                      5
      yearsFurniture
      and fixtures
                      
                      
                      12,161
                      
                      
                      
                      8,268
                      
                      5
      yearsAutomobile
                      
                      
                      30,253
                      
                      
                      
                      30,253
                      
                      5
      years96,937
                      
                      
                      
                      59,044Less:
      Accumulated Depreciation
                      
                      
                      (48,692
                      )
                      
                      
                      (30,298
                      )Net
      property and equipment
                      
                      $
                      48,245
                      
                      
                      $
                      28,746





Depreciation
expense for each of the three months ended December 31, 2009 and 2008 was $4,847
and $2,674 respectively.


10


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
H - Master Recordings





In
previous years, the Company acquired the rights to use the Vibe Records, Inc.
trademark license, master recordings and its name.  The Company
purchased these rights by issuing stock effect the initial capitalization of the
privately-owned company, Vibe Records, Inc.  Management has provided a
100% valuation allowance in regard to this asset.





NOTE
I - Loans Payable to a Bank and Individuals





The
Company maintains a working capital line of credit for $600,000 with Wachovia
Bank.  Interest is paid monthly at the bank’s prime
rate.  The note is 100% secured by marketable securities of a
shareholder.  The balance outstanding at December 31, 2009 and
September 30, 2009 were approximately $599,847 and $599,847,
respectively.





The
Company has a $20,000 bank overdraft line of credit with Wachovia
Bank.  Interest is payable monthly at approximately
11.24%.  The balance outstanding at December 31, 2009 and September
30, 2009 was approximately $17,013 and $17,929, respectively.  This
note is unsecured.





The
Company has a $30,253 term note payable secured by an
automobile.  Principal and interest is payable monthly in installments
of approximately $694 and the note matures in March 2011.  The balance
outstanding at December 31, 2009 and September 30, 2009, respectively was
approximately $10,730 and $12,605.





The
Company has notes payable to various individuals (7 at December 31, 2009 and 3
at September 30, 2009) aggregating approximately $230,000 and $100,000 at
December 31, 2009 and September 30, 2009, respectively.  These notes
are convertible into shares of the Company’s common stock at agreed-upon prices
per share according to Convertible Promissory Notes and Note Purchase Agreements
upon maturity of the notes.  At December 31, 2009, 5 of the notes bear
interest at 10% per annum and mature on various dates, while 2 notes no not bear
interest. One note for $40,000 that matures on April 30, 2010 contains an
original issue discount of $15,000. At December 31, 2009, $5,218 was amortized
on this OID.  On September 30, 2009, 7 separate noteholders agreed to
accept stock owned by the Company’s President in satisfaction of an aggregate
$210,000 in debt and approximately $131,793 in accrued interest in settlement of
the debt outstanding.  The remaining 3 notes, which originated during
Fiscal 2009, bear interest at 10% per annum and mature in one year.





NOTE J - Notes and Advances Payable
to Officers and Stockholders





The
Company has been advanced various sums by various corporate officers and other
Company stockholders, including members of the Company’s Board of Directors
aggregating approximately $1,713,155 and $1,686,077.  These notes are
secured in part by 30% of the issued and outstanding stock of the Company owned
by the Company’s President.  They bear interest at 10% and are due
upon demand.


11


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
K - Income Taxes





The
components of income tax (benefit) expense for each of the years months ended
December 31, 2009 and 2008, respectively, are as follows:





Year ended
                
                
                Year endedDecember 31,
                
                
                December 31,2009
                
                
                2008Federal:Current
                
                $
                -
                
                
                $
                -Deferred
                
                
                -
                
                
                
                --
                
                
                
                -State:Current
                
                
                -
                
                
                
                -Deferred
                
                
                -
                
                
                
                --
                
                
                
                -Total
                
                $
                -
                
                
                $
                -





The
Company has a cumulative net operating loss carryforward of approximately
$4,390,000 as of December 31, 2009 to offset future taxable
income.  Subject to current regulations, components of this cumulative
carryforward will begin to expire at the end of each fiscal year starting in
2023.  The amount and availability of the net operating loss
carryforwards may be subject to limitations set forth by the Internal Revenue
Code. Factors such as the number of shares ultimately issued within a three year
look-back period; whether there is a deemed more than 50 percent change in
control; the applicable long-term tax exempt bond rate; continuity of historical
business; and subsequent income of the Company all enter into the annual
computation of allowable annual utilization of the carryforwards.





The
Company's income tax expense (benefit) for the three months ended December 31,
2009 and 2008, respectively, differed from the statutory federal rate of 34
percent as follows:





Year ended
                  
                  
                  Year endedDecember 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Statutory
      rate applied to loss before income taxes
                  
                  $
                  (111,925
                  )
                  
                  $
                  (56,211
                  )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                  
                  
                  -
                  
                  
                  
                  -Other,
      including reserve for deferred tax asset
                  
                  
                  111,925
                  
                  
                  
                  56,211Income
      tax expense
                  
                  $
                  -
                  
                  
                  $
                  -


12


Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
L - Preferred Stock





On
January 19, 2009, our Board of Directors approved the issuance of up to
50,000,000 shares of $0.001 par value Preferred Stock and authorized the
issuance of two separate series.





On or
about January 23, 2009, we filed a Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”)
and a Certificate of Designation, Preferences and Rights of Series B Convertible
Preferred Stock (“the Series B Preferred Stock”) (together the
“Certificates of  Designation”) with the  Secretary of State
of Nevada.  Pursuant to the Certificates of Designation, we authorized
200,000 shares of our preferred stock to be designated the Series A
Preferred  Stock and 200,000 shares of our preferred stock to be
designated the Series B Preferred Stock.





Series A
Preferred Stock





The
holders of the Series A Preferred Stock may, in their sole discretion, convert
each share of Series A Preferred Stock into 4,000 shares of our common stock at
any time following the date of issuance of the Series A Preferred
Stock.  Adjustments in the conversion ratio will be made in the event
of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such
action.  The Series A Preferred Stock has the same voting rights
as our common stock, on an as-converted basis, with the Series A preferred
holders having one vote for each share of common stock into which their Series A
Preferred Stock is convertible.  The holders of the Series A preferred
stock have a liquidation preference over our common stock of up to one hundred
dollars ($100) per Series A share held.  The Company will not pay a
dividend on the shares of Series A Preferred Stock.





As of
December 31, 2009, there are no shares of the Series A Preferred Stock issued
and outstanding.





Series B
Preferred Stock





The
holders of the Series B Preferred Stock may, in their discretion, convert each
share of Series B Preferred stock into 4,000 shares of our common stock at any
time following the date of issuance of the Series B Preferred
Stock.  Adjustments in the conversion ratio will be made in the
event of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger in a manner which will provide the preferred holders,
upon full conversion into common stock, with the same percentage ownership of
the Company that existed immediately prior to such action.  The Series
B Preferred Stock does not have voting rights on matters presented to our common
stockholders, for a vote.  The Series B Preferred Stock and has an
equal liquidation right with any shares of our Series A Preferred Stock then
outstanding.  We will not pay a dividend on the shares of Series B
Preferred Stock.





As of
December 31, 2009, there were no shares of the Series B Preferred Stock issued
and outstanding.





NOTE
M - Common Stock Transactions





In
November 2009, the Company issued 310,000 shares of its common stock to an
officer and director for compensation.  The Company charged
approximately $62,000 to operations related to this
issuance.  See  Note O for further details.





In
November 2009, the Company issued 100,000 shares of its common stock for
legal services.  The Company charged approximately $20,000 to
operations related to this issuance.





In
November 2009, the Company issued 450,000 shares of its common stock to
various consultants.  The Company charged approximately $90,000 to
operations related to these issuances.




13




Vibe
Records, Inc. Nevada


(A
development stage company.)


Notes
to Financial Statements


December
31, 2009





NOTE
N - Legal Proceedings





As of
December 31, 2009, all previously disclosed legal matters have been settled with
no material impact on the financial position or cash position of the
Company.





NOTE
O - Commitments and Contingencies





Leases





The
Company entered into both month-to-month and long-term lease agreements for
office space.  The long-term lease agreement expires in Fiscal
2012.  The leases require aggregate monthly payments of approximately
$7,000.  Future minimum lease payments on the long-term lease
agreement are as follows:





Year endingDecember31,
                    
                    Amounts2012
                    
                    $
                    42,0002013
                    
                    
                    42,0002014
                    
                    
                    42,000Totals
                    
                    $
                    126,000





Employment
Agreement





On
January 16, 2009, we entered into an employment agreement with Mr. Timothy
Olphie (the “Olphie Employment Agreement”) that has an initial term of three (3)
years.  Under the Olphie Employment Agreement, Mr. Olphie will
continue to serve as our CEO, President and a member of our Board of
Directors.  Mr. Olphie will receive a base salary of $75,000 per year,
and will be entitled to an annual discretionary bonus.  The amount of
Mr. Olphie’s bonus will be determined by our Board of Directors, and will be
based upon the achievement of certain milestones as determined by the Board of
Directors.   The Company paid $62,000 through the issuance of
common stock in November 2009.  As of December 31, 2009, the Company
has accrued approximately $13,000 payable under this employment
agreement.





NOTE
P - Subsequent Events





On
January 12, 2010, we issued 571,430 restricted shares of our common stock in
settlement and conversion of an outstanding promissory note in the amount of
$15,000 held by Mr. Paul Ferandell that was transferred to him by Sean Kiernan,
the original holder of the $15,000 note.





Management
has evaluated all activity of the Company through February 18, 2010 (the issue
date of the financial statements) and concluded that no other subsequent events
have occurred that would require recognition in the financial statements or
disclosure in the notes to financial statements.


14


FORWARD-LOOKING
STATEMENTS





This
report contains forward-looking statements that are subject to a number of risks
and uncertainties, many of which are beyond our control, which may include
statements about our:





·
            business
      strategy;





·
            financial
      strategy;





·
            uncertainty
      regarding our future operating
results;





·
            plans,
      objectives, expectations and intentions contained in this report that are
      not historical.




All
statements, other than statements of historical fact included in this report,
regarding our strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this report, the words
“could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this report. You should
not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested by
the forward-looking statements we make in this report are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved.
We disclose important factors that could cause our actual results to differ
materially from our expectations under “Risk Factors” in our Annual Report on
Form 10K and elsewhere in this report. These cautionary statements qualify all
forward-looking statements attributable to us, or persons acting on our
behalf.





Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” above for a
discussion of the uncertainties, risks and assumptions associated with these
forward-looking statements.





The
following discussion and analysis of our financial condition and results of
operations are based on our financial statements, which we have prepared in
accordance with U.S. generally accepted accounting principles.  You
should read the discussion and analysis together with such financial statements
and the related notes thereto.





Overview




We are an
early stage company led by an experienced management team and focused on
identifying qualified and talented artists.  Our long term role
includes nurturing the artist’s career through teaching, encouragement and
supervision, while concurrently searching for and selecting suitable material,
accompanists, side-men, producers and other professionals to enhance the
artist’s chances for success.


15


Plan
of Operations




We intend
to attempt to secure exclusive standard industry recording contracts for between
three (3) to five (5) new artists per year.  We intend to utilize a
highly focused artist selection process. The artist’s value will be
significantly increased through the support of our specialized and well seasoned
management team, modest recording budgets supported by a state of-the-art
recording studio, strategic alliances with a renowned audio engineer, and the
use of a major manufacturing and distributing firm. Furthermore, we will utilize
these economic efficiencies to seek out and enter into agreements with
pre-established artists. Arrangements with established artists will allow us to
offer profit sharing ventures with established artists in which the artists
submit their master recordings (while retaining their own ownership rights) and
license the master recordings to us for manufacture, distribution and
promotion.





We house
and operate state of the art recording and production facilities. The facilities
are utilized not only by our internal artist roster but also are available for
outside contracting.





Through
these and other endeavors, we intend to simultaneously promote and brand the
Vibe Records label.  We believe that operating in this fashion will
reduce overhead, and concerns about collection from accounts.





Critical
Accounting Policies





“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
discusses our consolidated financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the financial statements, the 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. On an
on-going basis, we evaluate our estimates and judgments, including those related
to revenue recognition, valuation allowances for inventory and accounts
receivable, and impairment of long-lived assets. We base our estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances. The result of these estimates
and judgments form the basis for making conclusions about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions. The SEC suggests that all registrants list their most “critical
accounting policies” in Management’s Discussion and Analysis.





Critical
accounting policies are those that are most important to the portrayal of our
financial condition and our results of operations, and require management’s most
difficult, subjective and complex judgments as a result of the need to make
estimates about the effect of matters that are inherently uncertain. Our most
critical accounting policies include, but are not limited to, revenue
recognition, our ability to collect accounts receivable, the carrying value of
inventories and fixed assets, the useful lives of our fixed assets and
long-lived assets, the impairment of goodwill, the valuation of common stock
related to compensation and other services and the recoverability of
deferred tax assets. In applying these policies, management must use its
informed judgments and best estimates. Estimates, by their nature, are based on
judgments and available information such as the estimated life of fixed assets
for depreciation purposes, the market valuation of inventory in reporting
inventory at the lower of cost or market, and the determination of the market
value of stock when issued as compensation or as repayment for loans. The
estimates that we make are based upon historical factors, current circumstances
and the experience and judgment of our management. We evaluate our assumptions
and estimates on an ongoing basis and may employ outside experts to assist in
our evaluations. Changes in such estimates, based on more accurate future
information, may affect amounts reported in future periods.


16




Results
of Operations.





Three
Months Ended December 31, 2009 and 2008





The
Company had no revenue producing activities for the three months ended December
31, 2009 or 2008.  For the three months ending December 31, 2009 and
December 31, 2008, the Company experienced a net loss of $(329,192) and
$(165,325), respectively.





General
and administrative expenses increased to $69,313 from $35,769 for the three
months ended December 31, 2009 and 2008, principally due to new stock-based
compensation to officers and directors in 2009.  Professional fees and
expenses increased to $ 115,570 for the three months ended December 31, 2009 as
compared to $46,446 for the three months ended December 31, 2008 due to
increased consulting, accounting and legal expenses as a result of being a
public company.  Research and artist development expenses increased to
$81,457 for the three months ended December 31, 2009 as compared to $22,692 for
the three months ended December 31, 2008 due to production efforts on various
projects as previously discussed.  Interest expense increased to
$62,852 for the three months ended December 31, 2009 as compared to $60,418 for
the three months ended December 31, 2008.  This expenditure has
remained relatively consistent and is expected to stay at or above current
levels based on the Company’s need for capital and the lack of revenue producing
activities.





Liquidity
and Capital Resources





As of
December 31, 2009, the Company had a working capital deficit of approximately
$(3,633,000).  If the Company is not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources,
on terms acceptable to it, this could have a material adverse effect on its
business, results of operations liquidity and financial condition.




We have
historically incurred recurring losses from operations.  Our
continuation is dependent upon a successful program of acquisitions and
achieving a profitable level of operations.  We will need $1.0 million
of additional financing for ongoing operations and acquisitions.  The
issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our current
stockholders.  Obtaining loans, assuming those loans would be
available, would increase our liabilities and future cash
commitments.  We cannot assure that we will be able to obtain further
funds we desire for our continuing operations or, if available, that funds can
be obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we would cease our
operations.





As shown
in the financial statements, at December 31, 2009 and December 31, 2008, we had
cash on hand of $ 19,531 and $309.  Net cash used in operating
activities for each of the three month periods ended December 31, 2009 and
December 31, 2008 was $(143,565) and $(101,347) as a direct result of our net
operating loss and the absence on any revenue producing
activities.  Cash flows used in investing activities for each of the
three month periods ended December 31, 2009 and December 31, 2008 was $0 and
$(24,071) which was used in the acquisition of property, plant and equipment in
2008.  Cash flows provided by financing activities were $139,287
during three month period ended December 31, 2009 and $125,727 for three month
periods ended December 31, 2008 which was principally a result in a net increase
in our borrowings from various sources to provide working
capital.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.


17




Item
4.   Controls and Procedures.





(a)
Evaluation of Disclosure Controls and Procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of December 31, 2009.  Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to our Company required to be
included in our reports filed or submitted under the Exchange Act.




(b)
Changes in Internal Controls




There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended December 31, 2009
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings.




We are
not presently a party to any material legal proceedings.





Item
2.   Unregistered Sales of Equity Securities and Use of
Proceeds.





On
January 12, 2010, we issued 571,430 restricted shares of our common stock in
settlement and conversion of an outstanding promissory note in the amount of
$15,000 held by Mr. Paul Ferandell that was transferred to him by Sean Kiernan,
the original holder of the $15,000 note. The transaction referred to above did
not involve an underwriter or placement agent and there were no underwriter’s
discounts or commissions, or placement agent fees or commissions, paid in
connection with the transaction.  Mr. Ferandell is an accredited
investor, as defined by Rule 501 of Regulation D, and has the business and
financial knowledge to analyze the risks associated with ownership of our common
stock. The shares of common stock issued in the conversion were restricted
shares and were issued in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to
Section 4(2) of the Securities Act, as a transaction by an issuer not involving
a public offering. The shares issued in the conversion were subject to Rule 144
under the Securities Act. We did not engage in any public solicitations in
connection with the above transaction.





There
were no proceeds to the Company from the issuance of shares on the conversion of
the note as described above.





Item
3.   Defaults Upon Senior Securities.





None.





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





None.


18





Item
5.  Other Information.





None.





Item
6.  Exhibits.





Exhibit


Number
            Description





3.1
      #
            Articles
      of Incorporation of Benacquista Galleries Inc., dated January 13, 2003
      (incorporated by reference to Exhibit 3.1 on Form SB-2 filed March 31,
      2003).





3.2
      #
            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).





4.1
      #
            Certificate
      of Designation, Preferences and Rights of the Series A Convertible
      Preferred Stock of Vibe Records, Inc. Nevada (incorporated by reference to
      Exhibit 4.1 to the Form 8-K filed on January 26,
  2009).





4.2
      #
            Certificate
      of Designation, Preferences and Rights of the Series B Convertible
      Preferred Stock of Vibe Records, Inc. Nevada (incorporated by reference to
      Exhibit 4.2 to the Form 8-K filed on January 26,
  2009).





10.1
      #@
            Employment
      Agreement by and between Mr. Tim Olphie and Vibe Records, Inc. Nevada,
      dated as of January 26, 2009 (incorporated by reference to Exhibit 10.1 to
      the Form 8-K filed on January 26,
2009).





31.1*
            Certificate
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.





31.2*
            Certificate
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.





32.1*
            Certificate
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.





32.2*
            Certificate
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.




#
            Incorporated
      by reference.


@
            Management
      contract or compensatory plan.


*
            Filed
      herewith.




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto authorized.





Date:
      February 19, 2010
            
            VIBE
      RECORDS, INC. NEVADABy:
            /s/ Timothy OlphieChief
      Executive Officer,Chief
      Financial Officer




19