UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

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

                  For the quarterly period ended June 30, 2004

                                       OR

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

                  For the transition period from ________ to ________

                         Commission File No. 333-104132

                           Benacquista Galleries, Inc.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Nevada                                                71-0928242
-------------------------------                           ----------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            15208 Jarrettsville Pike
               Monkton, Maryland                                    21111
 ----------------------------------------                     -----------------
 (Address of principal executive offices)                     (Zip/Postal Code)


                                 (410) 303-9879
                               (410) 321-1799 Fax
                               -------------------
                               (Telephone Number)

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

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date. There were 10,000,000 common stock
shares, par value $0.001, as of June 30, 2004.

<PAGE>
                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION.............................................  4

Item 1   Financial Statements..............................................  4

         Unaudited Condensed Balance Sheets as of June 30, 2004
           and September 30, 2003..........................................  4

         Unaudited Condensed Statements of Operations for the
           Three Months Ended June 30, 2004 and 2003, for the Nine
           Months Ended June 30, 2004, for the period January 17,
           2003 (Date of Inception) through September 30, 2003
           and for the Period from January 17, 2003 (Date of
           Inception) through September 30, 2004...........................  5

         Unaudited Condensed Statements of Cash Flows for Nine
           Months Ended June 30, 2004 and for the Period January
           17, 2003 (Date of Inception) through June 30, 2003 and
           for the Period from January 17, 2003 (Date of
           Inception) through June 30, 2004................................  6

         Notes to Unaudited Financial Statements...........................  7

Item 2   Plan of Operation.................................................  9

Item 3   Controls and Procedures........................................... 13

PART II  OTHER INFORMATION................................................. 14

Item 1   Legal Proceedings................................................. 14

Item 2   Changes in Securities and Small Business Issuer
            Purchases of Equity Security................................... 14

Item 3   Defaults Upon Senior Securities................................... 14

Item 4   Submission of Matters to a Vote of Security Holders............... 14

Item 5   Other Information................................................. 14

Item 6   Exhibits and Reports on Form 8-K.................................. 14

Signature.................................................................. 15

                                        2
<PAGE>

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.

The forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.

Benacquista Galleries, Inc. undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation those identified in the "Risk
Factors" section of the Company's Registration Statement filed with the
Securities and Exchange Commission (the "SEC") on July 23, 2004 on Form SB-2/A.

                                        3
<PAGE>
<TABLE>
<CAPTION>
Part I - Financial Information

Item 1.  Financial Statements

BENACQUISTA GALLERIES, INC.
(A Development Stage Enterprise)
UNAUDITED CONDENSED BALANCE SHEETS
                                                                                               June 30,        September 30,
                                                                                                  2004              2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>               <C>
ASSETS
Current Assets
Cash                                                                                            $     479         $     479
Inventory                                                                                         862,127           862,127
----------------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                              862,606           862,606
----------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                    $ 862,606         $ 862,606
----------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable                                                                                $   2,431         $     541
Accrued interest                                                                                   61,067            31,738
Notes Payable to related party - current portion                                                  862,127                 -
----------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                         925,625            32,279
----------------------------------------------------------------------------------------------------------------------------
Long-Term Liabilities
Note payable to related party                                                                           -           862,127
----------------------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                                 925,625           894,406
----------------------------------------------------------------------------------------------------------------------------

Stockholders' Deficit
Common stock - $0.001 par value; 50,000,000 shares authorized;
  10,000,000 shares issued and outstanding, respectively                                           10,000            10,000
Additional paid-in capital                                                                         71,620            26,350
Deficit accumulated during the development stage                                                 (144,639)          (68,150)
============================================================================================================================
Total Stockholders' Deficit                                                                       (63,019)          (31,800)
============================================================================================================================
Total Liabilities and Stockholders' Deficit                                                     $ 862,606         $ 862,606
============================================================================================================================


                             See accompanying notes to condensed financial statements.

                                                          4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BENACQUISTA GALLERIES, INC.
(A Development Stage Enterprise)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                                                                                                        Cumulative
                                                                                                     January 17,       January 17,
                                                                                                   2003 (Date of     2003 (Date of
                                                                                      Nine Months      Inception)        Inception)
                                                      Three Months Ended June 30,           Ended        through           through
                                                   --------------------------------      June 30,       June 30,          June 30,
                                                           2004              2003            2004           2003              2004
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>             <C>             <C>               <C>
Revenue                                             $         -       $         -     $         -     $        -        $        -
General and administrative expense                       13,056            20,312          47,160         20,312            83,572
Interest expense                                         10,776            11,902          29,329         19,836            61,067
-----------------------------------------------------------------------------------------------------------------------------------
Net Loss                                            $   (23,832)      $   (32,214)    $   (76,489)    $  (40,148)       $ (144,639)
-----------------------------------------------------------------------------------------------------------------------------------

Basic and Diluted Loss per Share                    $         -       $         -     $         -     $        -
------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding        10,000,000        10,000,000      10,000,000      9,819,277
------------------------------------------------------------------------------------------------------------------


                                    See accompanying notes to the condensed financial statements.

                                                                  5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BENACQUISTA GALLERIES, INC.
(A Development Stage Enterprise)
UNAUDITED CONDENSED STATEMENTS OF CASHFLOWS
                                                                                                                  Cumulative
                                                                                               January 17,       January 17,
                                                                                             2003 (Date of     2003 (Date of
                                                                             Nine Months         Inception)        Inception)
                                                                                   Ended           through           through
                                                                                June 30,          June 30,          June 30,
                                                                                    2004              2003              2004
-----------------------------------------------------------------------------------------------------------------------------
 <S>                                                                           <C>               <C>               <C>
 Cash Flows From Operating Activities
 Net loss                                                                      $ (76,489)        $ (40,147)        $(144,639)
 Changes in operating assets and liabilities:
 Accounts payable                                                                  1,890             1,090             2,431
 Accrued interest                                                                 29,329            19,836            61,067
-----------------------------------------------------------------------------------------------------------------------------
 Net Cash Provided by Operating Activities                                       (45,270)          (19,221)          (81,141)
-----------------------------------------------------------------------------------------------------------------------------

 Cash Flows From Investing Activities                                                  -                 -                 -
-----------------------------------------------------------------------------------------------------------------------------
 Cash Flows From Financing Activities
 Capital contributions from majority shareholder                                  45,270             9,500            71,620
 Sale of common stock                                                                  -            10,000            10,000
-----------------------------------------------------------------------------------------------------------------------------
 Net Cash Used in Financing Activities                                            45,270            19,500            81,620
-----------------------------------------------------------------------------------------------------------------------------

 Net Change in Cash                                                                    -               279               479
 Cash at Beginning of Year                                                           479                 -                 -
-----------------------------------------------------------------------------------------------------------------------------
 Cash at End of Year                                                           $     479         $     279         $     479
-----------------------------------------------------------------------------------------------------------------------------

 Non Cash Financing Activities
 Acquisition of inventory by issuance of note payble
   to related party                                                            $       -         $ 952,127         $ 862,127
=============================================================================================================================


                             See accompanying notes to condensed financial statements.

                                                        6
</TABLE>
<PAGE>

BENACQUISTA GALLERIES, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2004


NOTE 1 - NATURE OF BUSINESS

Organization and Nature of Operations -- On January 17, 2003, Benacquista
Galleries, Inc. ("the Company") was organized under the laws of the State of
Nevada. The Company is considered a development stage enterprise and is in the
process of raising capital to fund operations. As such, the Company has since
inception spent most of its efforts in developing its business plan,
constructing core materials for eventual sale to customers and in raising
capital to fund its operations. The Company has relied upon cash flows from
equity issuances to sustain operations. The planned operations of the Company
consist of selling art work through the internet. The Company has had no
revenues from any source to date. The Company's fiscal year end is September 30.

Interim Financial Information - The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been included and are of a normal recurring nature. Operating results for
the nine-month period ended June 30, 2004 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2004. The
accompanying financial statements should be read in conjunction with the
Company's annual financial statements as of September 30, 2003.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Condition -- The Company is a new company with no operating history. It
has not yet been able to execute its business plan. This situation raises
substantial doubt about its ability to continue as a going concern. The Company
plans to fund its operations with revenues from the sale of art inventory on its
interim website. The Company's president has indicated that he will loan
sufficient funds to cover operating needs for the next twelve months. However,
there is no guarantee that these loans will be made. The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

Net Income Per Share-Basic and Diluted -- Basic income (loss) per common share
is computed on the basis of the weighted-average number of common shares
outstanding during the period. Diluted income per share is computed on the basis
of the weighted-average number of common shares and all potentially issuable
common shares outstanding during the year. As of June 30, 2004 and September 30,
2003, there was an outstanding warrant to purchase up to 1,000,000 common shares
that is not included in the computation of diluted net loss per share as the
effect would be anti-dilutive.

                                       7
<PAGE>

BENACQUISTA GALLERIES, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2004

NOTE 3 - INVENTORY

Value -- Inventories are stated at the lower of cost or market. When there is
evidence that the inventory value is less than the original cost, the inventory
is reduced to market value. The Company determines market value from periodic
professional appraisals. Appraisals are performed annually or more often as
deemed appropriate. On September 23, 2003, Ronald L. Brion appraised most of the
works of art and provided an estimated current market value of $915,450. Two
pieces not included in the appraisal were previously appraised for $18,500
making the total art inventory fair value $933,950.

Composition-- Inventory is composed of 43 pieces of art consisting of
oil-on-canvas, lithograph and pastel paintings, bronze and ceramic sculptures
and other miscellaneous items.

NOTE 4 - STOCKHOLDERS' EQUITY AND WARRANTS

Common Stock -- In January 2003, the Company issued 10,000,000 shares of common
stock to various individuals, including officers of the Company, for cash
proceeds of $10,000 or $0.001 per share.

Additional Paid-in Capital -- The majority shareholder made cash contributions
totaling $45,270 and $26,350 for the nine months ended June 30, 2004 and the
period January 17, 2003 (date of inception) through September 30, 2003.

Warrant -- In January 2003, the Company issued a warrant to purchase up to
1,000,000 shares of common stock to an unaffiliated company. The following
summarizes the outstanding warrant at September 30, 2003 and June 30, 2004:

                                              Weighted-Average  Weighted-Average
                                                 Exercise           Remaining
          Fixed Warrants             Warrants      Price        Contractual Life
          --------------             -------- ----------------  ----------------
Outstanding at January 17, 2003           --    $       --                 --
Issuances                          1,000,000          1.00
Outstanding at September 30, 2003  1,000,000    $     1.00         2.34 years

Issuances                                 --            --
Outstanding at June 30, 2004       1,000,000    $     1.00         1.34 years


NOTE 5 - RELATED PARTY TRANSACTIONS

In January 2003, the major shareholder sold certain of his works of art to the
Company for $862,127 represented by an unsecured note payable. The note bears
interest at 5% per annum and is due in full January 31, 2005 with no periodic
payments required. The purchase price represents the shareholder's original cost
in the art which was originally acquired for cash.

                                       8
<PAGE>

Item 2. Plan of Operation

         The following discussion and analysis of our financial condition and
results of our operations should be read in conjunction with our financial
statements and related notes appearing elsewhere in this report. This discussion
and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements. Plan of Operation

         The following discussion regarding our plan of operations for the next
12 months contains forward-looking statements that involve risks, uncertainties
and assumptions. The actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including,
but not limited to, those set forth under "Risk factors" and elsewhere in this
prospectus.

Overview

         Benacquista Galleries, Inc. is a development stage Nevada Corporation
formed on January 17, 2003 for the purpose of offering collectable artwork and
accessories through a chain of retail galleries and a fully interactive
e-commerce and auction-enabled website. To date, the artwork offering remains
incomplete, only the basic interim website is operational, we have no galleries
and we have no customers.

         Currently, we have very limited operations, no full-time employees, one
part time employee (sole officer and director James Price), no interactive
e-commerce and auction website, no retail gallery space and no contracts with
any providers of the same. We have recently launched our basic interim website.,
which features our current, limited art inventory. We have developed a plan of
operations that could allow us to sell art through at least one retail gallery
location and over the internet.

         We have primary areas of our business that we intend to develop over
the next six to twelve months:

         o        Relationships with several artists for exclusive artwork
                  offerings through Benacquista Galleries;
         o        A fully interactive e-commerce and auction enabled website;
         o        At least one gallery opening in a strategic location;
         o        A sales and marketing capability sufficient to handle all
                  website inquiries and gallery traffic.

         We have targeted locations for potential gallery openings during the
next 18 months. These locations are in Pennsylvania, Virginia, Nevada and
Maryland. The locations are in shopping malls which have been selected due to
the number of complementary luxury goods stores they contain. We have also
focused on properties which are highly selective with respect to their retail
tenants. These properties are amongst the most expensive retail locations per
square foot in the United States. It will be very difficult for us, as a
development stage company without a significant operating history and with very
limited cash reserves, to successfully secure a location in one or more of these
malls. In addition, significant expenditures of capital can be required to make
a retail location operable as an art gallery. While these expenses are often
covered by a tenant improvement allowance offered by the mall landlord, there
can be no assurance that we will receive such an allowance. Although we will
seek out space that requires as little improvement as possible, there can be no
assurance that such a space will be available to us on terms which we qualify
for and would be willing to accept. We intend to enter into lease agreements on
four facilities. James Price, in a guarantee agreement, has agreed to execute
lease guarantees on each of these locations, if necessary, for a maximum lease
liability of $500,000 per lease.

                                       9
<PAGE>

         We have developed and launched a basic interim website which displays
some of our current art inventory for sale. You can visit our website at
www.benacquistagalleries.com. Because our interim website was done on a limited
budget, it contains basic company information as well as displays several art
pieces for sale and information on the artists.

         Our limited interim site functions as follows: Our site lists an email
address where customers can send an email enquiring about our artwork for sale
or artwork that will be posted on the site. We email customers back and then
initiate an email or telephone conversation regarding their inquiry. We then
negotiate sales and prices with our customers via email or telephone and
consummate the transaction using checks, wire transfer or PayPal and physical
delivery of the art with a common carrier. We also intend to sell certain items
in our inventory on eBay and can advise people via email to bid on our art in
that forum. In this sense, our website is functioning more as an advertisement
and in the future, as a catalogue, than as a traditional e-commerce site. If we
have the financial resources, we intend to upgrade the site to a more
comprehensive ecommerce site.

         In February of 2005, we also intend to begin development of a fully
interactive e-commerce and auction enabled website developed by Cybergroup, Inc.
The website will include visual displays of art inventory and a full on-line
auction and purchase capacity. The website will serve two primary functions for
our company: o developing customer awareness of our brand, offerings, featured
artists, retail locations and available artwork to potential purchasers who will
then be more likely to visit our retail location; and o providing an on-line
opportunity to purchase art viewed on our website or at one of our retail
galleries.

         We believe that it will cost between $40,000 and $75,000 to launch our
e-commerce and auction website and to develop adequate advertising materials. We
believe that it will cost an additional $25,000 for advertising and marketing
for the website sufficient to drive adequate traffic. We intend to accomplish
this by means of outside consultants and by the efforts of James Price. We
believe that these materials will be completed within 90 days of our receipt of
$100,000 through revenues generated by our interim website, proceeds generated
by the exercise of the warrant or other methods such as the sale of art through
other galleries or eBay or loans from our sole officer and director. Mr. Price
is not legally obligated to make such loans nor do we know under what terms and
conditions such loans might be available. Our art inventory is valued at
$915,450, not including two pieces of the company's art that were not appraised.
Therefore, whether we sell our art inventory on our interim website or through
other galleries or on eBay, we would likely be able to raise enough proceeds to
launch our e-commerce and auction website. It is our hope that the website and
marketing plan be completed no later than March 2005. Although we currently do
not have an agreement with any other gallery, we are in the negotiation process.
If the warrant is exercised, the funds received will be used first to launch the
e-commerce and auction website. However, there is no assurance that the warrant
will ever be exercised.

         Although there are no assurances that either the interim website will
generate revenues or the warrant will be exercised, we believe if we receive
sufficient funds from the sources above we will be able to offer for sale our
existing inventory of artwork on-line and through our first gallery opening by
September 2005. Although our existing inventory of artwork was sold by our chief
executive officer, James Price, from his private collection and does not
represent any continuing on-going relationship with a particular artist, we
believe that the inventory will be sufficiently interesting to attract art
buyers to our gallery and site while we continue to negotiate contracts with
individual artists. We expect that we will spend about $10,000 over 30 days on
outside consultants to integrate our artwork inventory into our website
presence. We have no present source for these funds other than the revenues
expected from our interim website or the proceeds from the exercise of the
warrant. There are no assurances that either the warrant will be exercised or
the interim website will generate revenues. It is our hope that at least one new
artist and our current inventory will be available for sale on our e-commerce
and auction website no later than March 2005.

                                       10
<PAGE>

         Sales and marketing will be critical to the success of our business.
Our business model relies heavily on our ability to cause collectors and
investors to visit our galleries and our website. We intend to accomplish this
goal through a combination of methods. We intend to hire a full-time sales and
marketing director as soon as funding permits. We believe that we can obtain a
suitable candidate for an annual salary of $65,000, without having to offer
insurance or other benefits. We would need to support this individual with a
marketing budget of approximately $35,000. This budget would be used for travel
to and attendance at industry trade shows and for advertisements in trade
publications and websites. We believe that this combination of efforts together
with the efforts of our chief executive officer, James Price, in approaching
colleagues and leaders in the art field will be sufficient. We intend to
commence hiring the marketing director and beginning sales and marketing
activities as soon as funds are available. We have no present source for these
funds other than the revenues expected from our interim website or the proceeds
from the exercise of the warrant. There are no assurances that either the
interim website will generate revenues or the warrant will be exercised.

         We believe it will take 3 months for us to identify and hire such an
individual. We believe it will take another 6 to 8 months for the sales and
marketing efforts to yield profits high enough to open our second gallery.

         There can be no assurance that any of the above alternative strategies
will achieve our intended goals. If we are unsuccessful in securing resources by
any of the above outlined means, then our organization will cease to be able to
carry out any alternative plan of operation and we will cease operations,
resulting in a total loss of investment for all shareholders. Benacquista
currently has a limited inventory of art of 43 pieces purchased from our chief
executive officer. Although we plan to sell this artwork along with other
artwork that we plan to acquire, we have not yet negotiated with any suppliers
or artists regarding such other artwork. We plan to acquire new artwork from
individual artists and wholesalers and to sell this artwork on an Internet site
we intend to build as well as in retail galleries that we intend to open.

         Sales and marketing. We expect sales and marketing expenses to increase
sharply to between $25,000 and $50,000 by March of 2005, assuming that we
receive sufficient funding to initiate our interactive web site and to commence
our marketing plan.

         General and administrative. General and administrative expenses were
$13,056 during the three months ending June 30, 2004 and $20,312 during the
three months ending June 30, 2003. General and administrative expenses decreased
during the period ended June 30, 2004 as compared to the comparable fiscal 2003
period due mainly to a decrease in offering expenses.

Financial Condition

         For the three-month period ended June 30, 2004, Benacquista Galleries
had a net loss of $23,832 while for the period ended June 30, 2003, the Company
had a net loss of $32,214. Also, for the period ended June 30, 2004, the Company
had a working capital deficit of $63,019 while for the period ended June 30,
2003, the Company had a working capital deficit of $31,800.

                                       11
<PAGE>

         Benacquista Galleries's current financial condition makes it difficult
to commence product offering or derive revenue until additional funding is
received. Although our chief executive officer is willing to continue website
development and marketing without a salary, we currently do not have the
resources to commence our marketing plan.

Liquidity and capital resources

         Net cash used in operating activities for the nine-month period ended
June 30, 2004 was $45,270 and for the period ended January 17, 2003 (Date of
Inception) to June 30, 2003 was $19,221. As of June 30, 2004, we had $479 in
cash. Net cash used in operating activities for the period ended June 30, 2004
was primarily the result of a net loss offset by an increase in accrued interest
payable. Net cash used in operating activities for the period ended June 30,
2003 was primarily the result of a net loss offset by an increase in accrued
interest payable.

         Net cash provided by financing activities was $45,270 for the
nine-month period ended June 30, 2004. Net cash provided by financing
activities was $19,500 for the period ended June 30, 2003. Net cash provided by
financing activities for the period ended June 30, 2004 was attributable to a
capital contribution from our major shareholder, whereas net cash provided by
financing activities for the period ended June 30, 2003 was attributable to the
sale of common stock as well as a capital contribution from our major
shareholder. As of June 30, 2004 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 believe that our current cash balances,
including cash and cash equivalents, are insufficient to meet our working
capital and capital expenditure requirements. We have exhausted all of our
working capital. We will need to receive an infusion of capital from our chief
executive officer or receive funding from another source in order to continue
operations.

         We need to secure additional cash as soon as possible. We may seek to
sell additional equity or debt securities or to obtain a credit facility;
however, at the present time, we have not entered into any arrangements or
understandings with respect to any such financings. The sale of additional
equity or convertible debt securities could result in additional dilution to our
stockholders. The incurrence of indebtedness would result in an increase in our
fixed obligations and could result in operating covenants that would restrict
its operations. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. If financing is not available
when required or is not available on acceptable terms, we may be unable to
develop or enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive pressures.
Any of these events could have a material and adverse effect on our business,
results of operations and financial condition.

         Benacquista Galleries's short-term prospects are challenging
considering our lack of financial resources. Management has substantial doubt
about its ability to maintain even the presently minimal level of operations
should the liquidity situation not improve. Without raising any additional cash,
selling existing artwork or additional contributions or loans from our major
shareholder, Benacquista Galleries' short-term and long-term prospects for
growth are minimal.

                                       12
<PAGE>

Cash requirements

         Presently, without additional cash, we will not be able to continue
operations. We have exhausted all of our working capital. Our continued
operation is therefore dependent upon our ability to secure additional cash. We
need to raise additional funds as soon as practicable, through the sale of
equity or debt securities in the company or through the sale of our existing art
inventory. We presently have no arrangements or understandings with any
investors or potential investors with respect to an investment in Benacquista
Galleries. We have not decided at what price or under what terms we will raise
such additional funds. The factors that we will utilize in making such a
decision include: our success in developing strategic partners for Benacquista
Galleries, the market valuation of our competitors, the availability of
investments generally for development stage start-up companies, and the feedback
that we receive from potential investors. We intend to target potential
customers and potential strategic partners as possible investors in Benacquista
Galleries, though we have not received any indications of interest so far.

Research and development

         We have a present intention to spend substantial resources on research
or development over the next 12 months, consisting primarily in the development
of our website. We anticipate that, funding permitting, we would spend up to
$99,000 on the development of our website during the next 12 months.

Plant and equipment

         We currently have an office in Monkton, Maryland inside the home of our
chief executive officer. We believe our currently available space will be
insufficient for our operations for the next 12 months, but do not anticipate
leasing any additional space for at least 9 months.

Employees

         We intend to hire additional personnel to staff our physical galleries
and assist us in the marketing of our on-line gallery. We anticipate hiring such
personnel in approximately 9 months and would hire no more than 9 people.

ITEM 3. Controls and Procedures

         (a) The Company maintains controls and procedures designed to ensure
that information required to be disclosed in the reports that the Company files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company concluded that the Company's disclosure controls and procedures were
inadequate.

         (1) The Company has identified a weakness in internal control over the
processes of entering financial statement data which includes entering cash
receipts, cash disbursements and general journal entries. Company management, is
currently developing a plan to correct this weakness in internal control going
forward. The plan will entail implementation of improved procedures and controls
over recording accounting transactions. The plan will be reviewed and monitored
by the management.

         (b) Changes in internal controls. The Company made no significant
changes in its internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation of those controls
by the chief executive officer and principal financial officer.

                                       13
<PAGE>

                                     Part II
                                OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

Recent Sales of Unregistered Securities

Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

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

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

         (a)      LIST OF EXHIBITS

                                            List of Exhibits
                                            ----------------

                  3.1      Articles of Incorporation of registrant as filed
                           previously with the Commission on Form SB-2, dated
                           March 31, 2003.

                  3.2      Bylaws of registrant as filed previously with the
                           Commission on Form SB-2, dated March 31, 2003.

                  31.1     Certification of Chief Executive Officer pursuant to
                           Section 302 of Sarbanes-Oxley Act of 2002

                  32.1     Certification of the Company's Chief Executive
                           Officer pursuant to 18 U.S.C. Section 1350, as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002



         (b)      REPORTS ON FORM 8-K

         The following reports on Form 8-K were filed by the Company during the
fiscal quarter ended June 30, 2004:

None

                                       14
<PAGE>

                                    SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         Benacquista Galleries, Inc.


                                         /s/ James Price
                                         -----------------------------
                                         James Price
                                         Chief Executive Officer
                                         (Duly Authorized Officer and Principal
                                         Financial and Accounting Officer)


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




                                         /s/ James Price
                                         -----------------------------
                                         James Price
                                         Chief Executive Officer
                                         (Duly Authorized Officer and Principal
                                         Financial and Accounting Officer)

                                         Dated: December 22, 2004

                                       15