**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 **[X]**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                  ACT****OF
                  1934**
 
 For
        the
        fiscal year ended September 30, 2005
 
 **[ 
                ]**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND****EXCHANGE
                  ACT OF 1934**
 
 For
        the
        transition period from __________ to__________
 
 *Commission
        File No. 333-104132*
 
 **Benacquista
        Galleries, Inc.**
 (Name
        of
        Small Business Issuer as specified in its charter)
 
 Nevada
              71-0928242(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)15208
                  Jarrettsville PikeMonkton,
                  Maryland(410)
                  321-1799 Fax
              21111(Address
                  of principal executive offices)
              (Zip
                  Code)
  (410)
        303-9879
 (Telephone
        Number)
 
 Securities
        to be registered under Section 12(b) of the Act: None
 
 Securities
        registered under Section
 12(g)
        of
        the Act:
 Common
        Stock, $0.001 par value
 (Title
        of
        Class)
 
 Check
        whether the small business 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 small business issuer was required to file such
        reports), and (2) has been subject to such filing requirements for the past
        90
        days.
  [X]
        YES   [  ] NO
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of small business issuer's knowledge, in definitive proxy or
        information statements incorporated by reference in Part III of this Form
        10-KSB
        or any amendment to this Form 10-KSB. [X]
 
 State
        the
        issuer's revenues for its most recent fiscal year. $0
 
 
 
 State
        the
        number of shares outstanding of each of the Issuer's classes of common equity,
        as of the latest practicable date. 10,000,000 common stock shares, par value
        $0.001, as of December 31, 2005.
 
 
 
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE**
 NONE
 
 **Transitional
        Small Business Disclosure Format YES  [   ]  NO [X]**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 2
 
  
 TABLE
        OF
        CONTENTS
 
 FORWARD-LOOKING
                  STATEMENTS
              4PART
                  IITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              4ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              7ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              7ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              8PART
                  II.ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              8ITEM
                  6.
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              9ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              13ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              22ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              22PART
                  IIIITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION
                  16(a)OF THE EXCHANGE ACT
              23ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              24ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              25ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              25ITEM
                  13.
              EXHIBITS
                  AND REPORTS ON FORM 8-K
              26ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              26
 
  
 3
 
  **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 6 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.
 
 **PART
        I.**
 
 **ITEM
        1. DESCRIPTION OF BUSINESS.**
 
 **BUSINESS
        DEVELOPMENT**
 
 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. In September, 2005, the Company added to its available products
        through
        the acquisition of an interactive website, www.ynoteduk8.com .
        This
        website provides information and materials for purchase related to art and
        visual education as well as other aspects of education and cognitive science.
        The company also acquired the publication rights to the Farmacist’s Desk
        Reference, a full-color guide to health and wellness written by Benacquista
        Director Don Tolman. To date, the company does not have any retail galleries.
        The Company does have art and educational products available for sale on
        its www.benacquista.com and www.ynoteduk8.com websites.
 
 Currently,
        we have very limited operations, two employees (sole officer and director
        James
        Price and director Don Tolman), no retail gallery space and no contracts
        to
        occupy the same. We have recently launched our website and a store on eBay
        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:
  ·
              Relationships
                  with several artists for exclusive artwork offerings through Benacquista
                  Galleries;
 ·
              Publication
                  and Sales of the Farmacist’s Desk Reference
 ·
              At
                  least one gallery opening in a strategic
                  location;
 ·
              Sales
                  of additional educational products created by Don Tolman and related
                  to
                  various educational topics including art education·
              A
                  sales and marketing capability sufficient to handle all website
                  inquiries
                  and gallery traffic.
 
 History
        and form of organization
 
 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. In September, 2005, the Company added to its available products
        through
        the acquisition of an interactive website, www.ynoteduk8.com .
        This
        website provides information and materials for purchase related to art and
        visual education as well as other aspects of education and cognitive science.
        The company also acquired the publication rights to the Farmacist’s Desk
        Reference, a full-color guide to health and wellness written by Benacquista
        Director Don Tolman. To date, the company does not have any retail galleries.
        The Company does have art and educational products available for sale on
        its www.benacquista.com and www.ynoteduk8.com websites.
 
 
 
 4
 
 
 Benacquista
        Galleries's principal products and services
 
 We
        have
        developed and launched a website which displays some of our current art
        inventory for sale. You can visit our website at www.benacquistagalleries.com .
        Our
        website contains basic company information as well as displays several art
        pieces for sale and information on the artists. In addition, our website
        provides links to our newly acquired educational website www.ynoteduk8.com ,
        which
        offers a variety of educational products for sale, including products related
        to
        art education and cognitive sciences.
 
 Our
        website contains a functional shopping cart which allows customers to enter
        credit card information and purchase a specific piece of artwork or educational
        product. These products are then shipped by us directly to the customer.
        Our art
        products are currently shipped from Monkton, Maryland and our educational
        products are currently shipped from Rogersville, Tennessee, from a facility
        owned by director Don Tolman.
  We
        also
        maintain a store on eBay which allows eBay customers to view and purchase
        our
        products using their eBay accounts and PayPal or credit card payment
        methods.
 
 
 Distribution
        and marketing methods
 
 Presently,
        Benacquista Galleries has very limited internal distribution and sales
        capability and relies heavily on its Internet presence, the personal efforts
        of
        James Price and Don Tolman and on the efforts of its strategic partners,
        ArtTrader.org, Inc., Monarch Consulting LLC and XPANSION 2 XTREME, LTD. These
        partners assist Benacquista with acquisition of new products and new artists,
        marketing, sales and distribution. We also anticipate that our chief executive
        officer, James Price, will continue to use his network of professional and
        business contacts in the art industry to sign on additional artists and reach
        our proposed customer base through traditional forms of advertising and through
        our existing website as well as contacts made through our planned e-commerce
        website. Mr. Price established his network of professional and business contacts
        in the art industry as an amateur collector of art over the past 15 years,
        attending auctions and visiting international and domestic galleries. During
        these visits and in the course of his purchasing for his own private collection,
        Mr. Price made acquaintances in the industry, including artists, gallery
        owners,
        auction personnel and suppliers and service providers to the art trade. We
        intend to market our artwork via industry trade shows, in trade publications
        and
        through on-line search engines. We also intend to market our products through
        the efforts of our partners ArtTrader.org, Inc., Monarch Consulting LLC and
        XPANSION 2 XTREME, LTD, as well as through the personal efforts of Director
        Don
        Tolman, who will be making a number of international appearances over the
        next
        12 months to promote the Company’s products.
 
 
 Status
        of
        products and services
 
 Both
        of
        our websites, www.benacquistagalleries.com and www.ynoteduk8.com are
        operational and allow customers to purchase our products using a credit card.
        Our eBay store is fully operational and allows customers to purchase our
        products using a credit card or pay pal. We intend to add significantly to
        our
        current inventory of art over the next 6-12 months, including additional
        agreements to represent artists on a exclusive basis. We also intend to add
        to
        our product lines in education, both art related and non-art related. Currently,
        our most significant educational product, the Farmacist’s Desk Reference, should
        be available for sale to our customers by March 31, 2006, the end of the
        second
        quarter of our fiscal year. We expect that Don Tolman will continue to develop
        additional educational products for release throughout the year. We also
        anticipate having at least one retail gallery opening during the next six
        months, though we have not yet made any contractual arrangements to do so
        and
        may have difficulty in obtaining the location and space we desire under
        favorable terms.
 
 
 **Revenues**
 
 Benacquista
        Galleries has derived revenues of $106,000 during the 12 month period ending
        September 30, 2005. This represents an increase of 253% when compared to
        the
        revenues of $30,000 obtained during the comparable period ending September
        30,
        2004.
 
 Competitive
        conditions, competitive position and methods of competition
 
 5
 
 The
        artwork industry in which we compete contains an old and established network
        of
        galleries and promoters. Intense competition exists for our galleries and
        artwork offerings. The number of companies with which we compete is estimated
        in
        the hundreds and expanding. We expect competition with any galleries or Internet
        sales presence that we develop to increase over time as the market for our
        collectable and investment grade art grows. Competition may also increase
        as a
        result of industry consolidation.
  Our
        chief
        competition comes from large established galleries and websites, such
        as:
 
 ·
              P
                  and C Art
 ·
              Herndon
                  Fine Art
 ·
              Galleria
                  De Sorrento
 ·
              Art.com
 ·
              Artvest.com
 
 These
        companies tend to compete for clients by sales of services to existing clients,
        via word of mouth referrals, advertising, trade show presence and artist
        shows.
        Our main method of competition is through product differentiation based on
        style, philosophical orientation, and gallery locations. We intend to
        distinguish our service and artwork offerings by appealing to the collectors
        and
        investors at our specific gallery locations and via the Internet. We believe
        that the philosophical orientation of our services will attract aspiring
        new
        artists to sign exclusive contracts with Benacquista to show their art. This
        orientation will be reflected in the on-line artwork that we offer on the
        site
        and in the focus and direction of the variety of artwork and the customer
        service that we offer in our galleries.
  We
        believe that our competitive position is that of vulnerable, new entrant
        and
        that the success of our artwork offering will be largely dependent on our
        ability to find new artists who are not currently affiliated with any other
        gallery or on-line artwork website.
 
 Competition
        for our educational products comes from a variety of companies, but most
        significantly from established websites such as amazon.com that offer a wide
        variety of educational works on a variety of subjects. Because the work of
        Don
        Tolman is unique and not available anywhere except through Benacquista and
        its
        distributors, we believe that we have very limited competition for selling
        educational products to those individuals who have purchased Don’s products in
        the past and continue to be interested in Don’s intellectual output.
 
 Dependence
        on one customer
 
 While
        we
        currently have only a few customers, we do not contemplate a dependence on
        one
        customer or one referral source for clients. We are currently dependent on
        XPANSION 2 XTREME, LTD for our distribution in Australia and Asia and have
        no
        alternative distributor for those areas at this time. If we were to lose
        our
        distributor relationship with XPANSION 2 XTREME, LTD it would have a material,
        negative impact on our ability to distribute product in that
        region.
 
 Research
        and development
  We
        have
        not spent any money on research and development to date, however, the $150,000
        that we spent on advertising during the year for the acquisition of the www.ynoteduk8.com site
        means that we acquired a substantially developed website. We anticipate that
        we
        will spend up to $100,000 on the development of additional educational materials
        and additional features on our websites. Much of the development of the artwork
        offering and the selection and securing of retail gallery sites will be
        undertaken by James Price, our chief executive officer, without additional
        compensation. Mr. Price is available to spend as much time as necessary to
        continue our operations through the next three months. At the end of those
        three
        months, Benacquista intends to have at least two additional full-time employees
        to assist Mr. Price in his development and other responsibilities.
 
 Proprietary
        rights and licensing
  We
        rely
        primarily on a combination of copyrights, licenses, trade secret laws and
        restrictions on disclosure to protect our artist’s intellectual property and
        proprietary rights. We intend to enter into confidentiality agreements with
        our
        future employees, consultants and artists and to generally control access
        to and
        distribution of our internal documentation and other proprietary information.
 
  6
   Regulatory
        environment
  There
        are
        two aspects of our business which face significant governmental regulation
        or
        are likely to face such regulation; our planned sales offering via the Internet
        and regulations which affect sales of retail art and collectibles in general.
        There are no significant regulations regarding our educational materials,
        except
        as relates to the regulations regarding the dispensation of medical
        advice.
  Within
        the United States, the legal landscape for Internet privacy is new and rapidly
        evolving. Collectors and users of consumer information over the internet
        face
        potential tort liability for public disclosure of private information; and
        liability under federal and state fair trade acts when information sharing
        practices do not mirror stated privacy policies. Due to the increasing
        popularity and use of the internet, it is likely that a growing number of
        laws
        and regulations will be adopted at the international, federal, state and
        local
        levels relating to the internet covering issues such as user privacy, pricing,
        content, copyrights, distribution, antitrust and characteristics and quality
        of
        services. Further, the growth and development of the market for activity
        on the
        internet may prompt calls for more stringent consumer protection laws that
        may
        impose additional burdens on those companies conducting business online.
        The
        adoption of any additional laws or regulations may impair the growth of the
        internet, which could, in turn, decrease the demand for our services and
        increase our cost of doing business. Moreover, the applicability to the internet
        of existing laws in various jurisdictions governing issues such as property
        ownership, sales and other taxes, libel and personal privacy is uncertain
        and
        may take years to resolve. Any such new legislation or regulation, the
        application of laws and regulations from jurisdictions whose laws do not
        currently apply to our business or the application of existing laws and
        regulations to the internet could harm our business.
 
 Sellers
        of retail art and collectibles are particularly susceptible to unscrupulous
        individuals selling forged or stolen goods. There are significant local,
        state
        and federal penalties for merchants who sell forged or stolen goods, or goods
        that violate existing copyright interests. Although we intend to make every
        effort to insure that our supply of goods comes from reputable artists and
        sources, we may nevertheless be liable under these regulations for sales
        of such
        articles. Liability can include civil and criminal penalties, as well as
        forfeiture of the artwork without compensation. We may be able to insure
        against
        the costs of some, but not all of these regulations, but do not currently
        maintain such insurance. Liability under existing criminal or civil regulations
        for such sales could have a material, adverse impact on our business.
  Books
        and
        materials regarding health and fitness, such as our Farmcist’s Desk Reference
        (FDR), are not regulated as such by any federal, state or local authority.
        However, there is a risk that our products, which are not intended to give
        medical advice or to diagnose any condition, might be misperceived as offering
        such advice or misused by customers. If our products were misconstrued as
        giving
        medical advice, we would be subject to an incredibly complex network of federal,
        state and local regulations and prohibitions that involve substantial civil
        and
        criminal penalties. The FDR contains a clear disclaimer indicating it is
        not
        meant for medical or diagnostic advice and we believe that this disclaimer
        is
        adequate, but we have no assurance that this is the case. If we were to be
        found
        to violate any regulations regarding the provision of medical device, applicable
        civil and criminal penalties would be very likely to result in the complete
        cessation of a our business and could lead to huge fines and other costs
        which
        could completely destroy any financial or intellectual property assets in
        the
        Company.
 
 Employees
        and consultants
  As
        of
        September 30, 2005 we had 2 employees. We do not have any written employment
        agreements with our employees. We believe that our relations with our employees
        are good. We intend to have at least an additional 2 employees by March 31,
        2006.
  **ITEM
        2. DESCRIPTION OF PROPERTY.**
 
 We
        are
        currently hosted out of the residence of our chief executive officer in Monkton,
        Maryland. We are in the process to moving to leased office space in the San
        Diego area, but we do not have any specific location identified and have
        no
        contracts or discussions with anyone on any particular space. We believe
        that
        this move will be completed by March 31, 2006 and that such future space
        will be
        adequate to meet our current, foreseeable requirements or that suitable
        additional or substitute space will be available on commercially reasonable
        terms.
 
 **ITEM
        3. LEGAL PROCEEDINGS.**
 
 The
        Company is not involved in any legal proceedings.
   7
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
 
 No
        matters were submitted during the fourth quarter of the fiscal year covered
        by
        this Report to a vote of security holders, through the solicitation of proxies
        or otherwise.
 
 **PART
        II.**
 
 **ITEM
        5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**
 
 The
        Company’s common stock is traded on the OTC bulletin board under the symbol
        BAQG.
  As
        of
        September 30, 2005 there are:
 
 ·
              No
                  options outstanding to purchase shares of our common stock except
                  for
                  warrants to purchase 1,000,000 shares of our common stock at $1.00
                  per
                  share held by transferees of XCL Partners;
 ·
              No
                  options to purchase our common stock that are authorized and available
                  for
                  grant;
 ·
              A
                  total of 8,969,100 shares of common stock were issued to our sole
                  officer
                  and director, James Price, all of which are restricted securities,
                  as
                  defined in Rule 144 of the Rules and Regulations of the SEC promulgated
                  under the Securities Act. Under Rule 144, these shares can only
                  be
                  publicly sold, subject to volume restrictions and restrictions
                  on the
                  manner of sale. In addition, we currently have 26,800 shares, ,
                  which have
                  been held for over a year and could be sold by the respective holders
                  of
                  such shares at any time pursuant to Rule 144 under the Securities
                  Act of
                  1933, subject to restrictions on the manner of
                  sale.
 ·
              313
                  holders of record of our shares of common stock;
 ·
              No
                  dividends that have been paid on our common stock to date; and
 ·
              No
                  plans to pay dividends on our common stock in the foreseeable future.
 
 The
        Securities and Exchange Commission has adopted a rule that established the
        definition of a "penny stock," for purposes relevant to us, as any equity
        security that has a market price of less than $5.00 per share or with an
        exercise price of less than $5.00 per share, subject to certain exceptions.
        For
        any transaction involving a penny stock, unless exempt, the rules require:
        (i)
        that a broker or dealer approve a person's account for transactions in penny
        stocks; and (ii) the broker or dealer receive from the investor a written
        agreement to the transaction, setting forth the identity and quantity of
        the
        penny stock to be purchased. In order to approve a person's account for
        transactions in penny stocks, the broker or dealer must (i) obtain financial
        information and investment experience and objectives of the person; and (ii)
        make a reasonable determination that the transactions in penny stocks are
        suitable for that person and that person has sufficient knowledge and experience
        in financial matters to be capable of evaluating the risks of transactions
        in
        penny stocks. The broker or dealer must also deliver, prior to any transaction
        in a penny stock, a disclosure schedule prepared by the SEC relating to the
        penny stock market, which, in highlight form, (i) sets forth the basis on
        which
        the broker or dealer made the suitability determination; and (ii) that the
        broker or dealer received a signed, written agreement from the investor prior
        to
        the transaction. Disclosure also has to be made about the risks of investing
        in
        penny stock in both public offering and in secondary trading, and about
        commissions payable to both the broker-dealer and the registered representative,
        current quotations for the securities and the rights and remedies available
        to
        an investor in cases of fraud in penny stock transactions. Finally, monthly
        statements have to be sent disclosing recent price information for the penny
        stock held in the account and information on the limited market in penny
        stocks.
        As a result, if trading in our common stock is determined to be subject to
        the
        above rules, a stockholder may find it more difficult to dispose of, or to
        obtain accurate quotations as to the market value of, our securities.
 
 Where
        you
        can find additional information
 
 For
        further information with respect to us and our common stock, we refer you
        to the
        registration statement and the exhibits and schedule that were filed with
        our
        registration statement SB-2/A, filed on July 23, 2004.
 
 In
        addition, in accordance with the requirements of the Securities Exchange
        Act of
        1934, we file periodic reports and other information with the Securities
        and
        Exchange Commission. These periodic reports and other information will be
        available for inspection and copying at the regional offices, public reference
        facilities and website of the Securities and Exchange Commission referred
        to
        above, at www.sec.gov.




8
  
 You
        may
        read and copy all materials, which we file with the Securities and Exchange
        Commission at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
        Washington, D.C. 20549. You may obtain information about the operation of
        the
        Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
        an
        Internet site that contains reports, proxy and information statements, and
        other
        information regarding issuers that file electronically with the SEC at
        http://www.sec.gov. You may also visit our website for further information
        at
        www.benacquistagalleries.com.
 
 **ITEM
        6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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.
 
 
 **Overview**
 
 We
        currently have two employees, less than $507 in cash, a few customers, a
        limited
        offering of artwork on our website and have not yet completed publication
        of the
        FDR. We have a very limited selection of educational products currently and
        do
        not yet have a retail gallery space.
 
 
 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. In September, 2005, the Company added to its available products
        through
        the acquisition of an interactive website, www.ynoteduk8.com .
        This
        website provides information and materials for purchase related to art and
        visual education as well as other aspects of education and cognitive science.
        The company also acquired the publication rights to the Farmacist’s Desk
        Reference, a full-color guide to health and wellness written by Benacquista
        Director Don Tolman. To date, the company does not have any retail galleries.
        The Company does have art and educational products available for sale on
        its www.benacquista.com and www.ynoteduk8.com websites.
 
 Currently,
        we have very limited operations, two employees (sole officer and director
        James
        Price and director Don Tolman), no retail gallery space and no contracts
        to
        occupy the same. We have recently launched our website and a store on eBay
        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:
  ·
              Relationships
                  with several artists for exclusive artwork offerings through Benacquista
                  Galleries;
 ·
              Publication
                  and Sales of the Farmacist’s Desk Reference
 ·
              At
                  least one gallery opening in a strategic
                  location;
 ·
              Sales
                  of additional educational products created by Don Tolman and related
                  to
                  various educational topics including art education·
              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 Maine, Pennsylvania, Virginia, Nevada and Maryland.
        Initially, we selected locations in shopping malls which had been selected
        due
        to the number of complementary luxury goods stores they contain. Because
        we have
        found cost and credit terms of such spaces prohibitively expensive, we have
        now
        concentrated our efforts on locating stand alone retail spaces in prime tourist
        or shopping areas, ideally ones that were formerly or currently used as
        galleries. Although we will seek out space that requires as little improvement
        as possible, there can be no assurance that such a space will be available
        to us
        on terms which we qualify for and would be willing to accept. 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.
 
 We
        have
        developed and launched a website which displays some of our current art
        inventory for sale. You can visit our website at www.benacquistagalleries.com .
        The
        website contains basic company information as well as displays several art
        pieces for sale and information on the artists.
 
 
 
 9
  
 Our
        website, as well as the www.ynoteduk8.com website
        and our eBay store, allow customers to view and purchase our art and education
        products.
 
 Furthermore,
        the acquisition of the www.ynoteduk8.com website
        and our September 2005 publishing agreement with Don Tolman will allow us
        to
        offer a variety of unique educational products over the next 12 months that
        we
        believe will significantly enhance our product offerings.
 
 We
        intend
        to commence sales of the FDR by March 31, 2006. We anticipate that US domestic
        sales of the FDR, together with sales via our international distributor XPANSION
        TO EXTREME, LTD., will provide sufficient revenues and profits to allow us
        to
        significantly expand our business during Fiscal 2006.
 
 In
        February of 2006, we also intend to begin an aggressive expansion plan which
        will include:
 
 ·
              International
                  speaking tour of Don Tolman with multiple public appearances at
                  which the
                  FDR and our other educational products will be available for
                  purchase
 ·
              Television
                  and radio commercials promoting our products·
              The
                  opening of at least one retail gallery site·
              The
                  addition of at least 10 educational products to the YNOT EduK8
                  Line·
              Significant
                  expansion of our art inventory and substantial new
                  acquisitions·
              Expanded
                  Network of Distributors for our Educational Products·
              Signing
                  at least 3 new artists to representation
                  agreements
 
 We
        believe that the events indicated in this plan should be substantially complete
        by June 30, 2006. We believe that the total cost for these expansions should
        be
        less than $250,000, most of which will be spent on the opening of the retail
        gallery, which we estimate to cost $100,000 and the television and radio
        commercials, which we estimate to cost $80,000. We believe that there will
        be
        little cost associated with the significant expansion of our inventory because
        most of such inventory will be held on a consignment basis. We believe that
        our
        distribution network and artist representation agreements will not involve
        any
        initial costs. We estimate Don Tolman’s international tour to cost $40,000. The
        10 additional educational products, which will be written by Don Tolman,
        should
        not cost us financially except with respect to initial layout expenses of
        $2500
        per product or $25,000 in the aggregate, as we intend to print these on demand
        through a third party vendor based on pre-paid orders.
 
 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, which we estimate to be by March 31,
        2006.
        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
        websites or the proceeds from the exercise of the warrant. There are no
        assurances that either the websites will continue to generate revenues or
        the
        warrant will be exercised.
 
 10
  
 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 36 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 2006, and be at $350,000 for the full fiscal year, assuming
        that we receive sufficient funding to commence our marketing plan. Due to
        the
        advertising expense of $150,000 for the www.ynoteduk8.com website
        acquisition, sales and marketing expenses excluding advertising for Fiscal
        2006
        will be substantially higher than in Fiscal 2005, but advertising expenses
        should be lower or comparable.
 
 **General
        and administrative** .
        General
        and administrative expenses were $74,067 during the year ended September
        30,
        2005 and $48,458 during period ending September 30, 2004. General and
        administrative expenses increased during the period ended September 30, 2005
        as
        compared to the comparable fiscal 2004 period due mainly to the recognition
        of
        expenses related to our selling shareholder registration statement on form
        SB-2
        and increased legal and accounting fees associated with SEC periodic reporting
        requirements.
 
 **Financial
        Condition**
 
 For
        the
        year ended September 30, 2005, Benacquista Galleries had a net loss of $254,593
        while for the period ended September 30, 2004, the Company had a net loss
        of
        $94,564. Also, for the period ended September 30, 2005, the Company had a
        working capital deficit of $ 311,599 while for the period ended September
        30,
        2004, the Company had a working capital deficit of $78,254.
 
 Benacquista
        Galleries' current financial condition makes it difficult to commence more
        than
        a limited product offering or derive additional revenue until additional
        funding
        is received. Although our chief executive officer is willing to continue
        product
        development and marketing without a salary until additional funding is received,
        we will not have the resources to strengthen our product offering until we
        receive additional cash either from the sale of existing artwork in our
        inventory or educational products, additional investments by our chief executive
        officer, the sale of equity or debt securities or some combination thereof,
        none
        of which can be assured.
 
 Liquidity
        and capital resources
 
 Net
        cash
        used in operating activities for the year ended September 30, 2005 and the
        period ended September 30, 2004 was $198,392 and $18,287 respectively. As
        of
        September 30, 2005, we had $507 in cash. Net cash used in operating activities
        for the year ended September 30, 2005 was primarily the result of a net loss
        on
        sales of artwork as well as operating expenses due to our legal and accounting
        costs associated with SEC periodic reporting requirements offset partially
        by
        revenue from the sale of artwork. Net cash used in operating activities for
        the
        period ended September 30, 2004 was primarily the result of a net loss on
        the
        sale of artwork combined with additional expenses from our SB-2 registration
        statement.
 
 Net
        cash
        provided by financing activities was$ 18,598 for the year ended September
        30,
        2005. Net cash used in financing activities was $48,110 for the period ended
        September 30, 2004. Net cash provided by financing activities for the year
        ended
        September 30, 2005 was the result of proceeds from a capital contribution
        of our
        majority shareholder. Financing activities for the period ended September
        30,
        2004 were attributable to a capital contribution of our majority
        shareholder.
 
 As
        of
        September 30, 2005 our principal commitments consisted of our obligations
        outstanding for accrued interest and our long term obligations related to
        a note
        owed by us to our controlling shareholder. We have no material commitments
        for
        capital expenditures. We expect no significant capital expenditures or lease
        commitments during the next fiscal quarter except with respect to the lease
        of
        office space in San Diego, which we expect to be a lease commitment of no
        more
        than $5,000 per month on a no more than three year lease term, but there
        can be
        no assurance that such assumptions are correct.
 
 11
 
 
 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 very limited 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 beyond current levels.
  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. Without raising any additional cash, having sales of
        artwork or educational products or being approached by a strategic partner
        willing to finance further product development, Benacquista Galleries's
        short-term and long-term prospects for growth are minimal over and above
        incremental sales of its existing art inventory and educational products
        on its
        websites.
 
 Cash
        requirements
 
 Presently,
        without additional cash, we will only be able to continue our presently limited
        operations. We have very limited 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 artwork in our existing
        inventory or some combination thereof. 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. Benacquista Galleries has identified acquaintances of our officers
        and
        directors who are interested in providing debt or equity financing for
        Benacquista Galleries. Benacquista Galleries has not reached any terms with
        such
        prospective investors in which such financing would be forthcoming.
 
 **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 new educational
        products and the continued improvement of our existing and planned new product
        websites. We anticipate that, funding permitting, we would spend up to $100,000
        on such development 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 and anticipate leasing additional
        space in San Diego and moving our operations there by March 31, 2006.
 
 **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.
  
 12
 
 
 **ITEM
        7. FINANCIAL STATEMENTS.**
 
 **BENACQUISTA
        GALLERIES, INC.**
 ***(A
        Development Stage Company)***
 
 
 
 **TABLE
        OF CONTENTS**
 
 **Page**Report
                  of Independent Registered Public Accounting Firm
              
              14Balance
                  Sheets as of September 30, 2005 and 2004
              
              15Statements
                  of Operations for the Year Ended September 30, 2005 and 2004 and
                  for the
                  Period from January 17, 2003 (Date of Inception) through September
                  30,
                  2005
              
              16Statements
                  of Stockholders=Equity (Deficit) for the Period from January 17, 2003 (Date of
                  Inception)
                  through September 30, 2003, and for the Years Ended September 30,
                  2004 and
                  2005
              
              17Statements
                  of Cash Flows for the Years Ended September 30, 2005 and 2004 and
                  for the
                  Period from January 17, 2003 (Date of Inception) through September
                  30,
                  2005
              
              18Notes
                  to the Financial Statements
              
              19
 
 
 
 
 13
 
 **H****ANSEN****,
                  B****ARNETT****&
                  M****AXWELL**A
                  Professional CorporationCERTIFIED
                  PUBLIC ACCOUNTANTS5
                  Triad Center, Suite 750
              
              **Registered
                  with the Public Company**Salt
                  Lake City, UT 84180-1128
              
              **Accounting
                  Oversight Board**Phone:
                  (801) 532-2200Fax:
                  (801) 532-7944www.hbmcpas.com
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors and Shareholders
 Benacquista
        Galleries, Inc.
 
 We
        have
        audited the accompanying balance sheets of Benacquista Galleries, Inc. (a
        development stage company) as of September 30, 2005 and 2004, and the related
        statements of operations, stockholders’ equity (deficit), and cash flows for the
        years ended September 30, 2005 and 2004, and for the period from January
        17,
        2003 (date of inception) through September 30, 2005. These financial statements
        are the responsibility of the Company’s management. Our responsibility is to
        express an opinion on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audits and the reports of the other auditors provide a reasonable basis for
        our
        opinion.
 
 In
        our
        opinion, based on our audits, the financial statements referred to above
        present
        fairly, in all material respects, the financial position of Benacquista
        Galleries, Inc. as of September 30, 2005 and 2004, and the results of its
        operations and its cash flows for the years ended September 30, 2005 and
        2004,
        and for the period from January 17, 2003 (date of inception) through September
        30, 2005, in conformity with U.S. generally accepted accounting
        principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company’s lack of operating history raises substantial doubt
        about its ability to continue as a going concern. Management’s plans regarding
        those matters are also described in Note 2. The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 HANSEN,
        BARNETT & MAXWELL
 Salt
        Lake
        City, Utah
 January
        11, 2006
 
   
 
 14
 
  **BENACQUISTA
        GALLERIES, INC.**
 **(A
        Development Stage Enterprise)**
 **BALANCE
        SHEETS**
 
 
 **September
                  30,****2005**
              
              **2004****ASSETS****Current
                  Assets**Cash
              
              $
              507
              
              $
              30,302Inventory
              
              
              841,377
              
              
              826,127**Total
                  Current Assets**
              
              
              841,884
              
              
              856,429**Total
                  Assets**
              
              **$**
              **841,884**
              
              **$**
              **856,429****LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT****Current
                  Liabilities**Accounts
                  payable
              
              $
              26,385
              
              $
              713Accrued
                  Interest
              
              
              114,971
              
              
              71,843Note
                  Payable to Related Party
              
              
              1,012,127
              
              
              862,127**Total
                  Current Liabilities**
              
              
              1,153,483
              
              
              934,683**Long-Term
                  Liabilities****Total
                  Liabilities**
              
              
              1,153,483
              
              
              934,683**Stockholders’
                  Deficit**Common
                  Stock-$0.001 par value; 50,000,000 shares authorized;10,000,000
                  shares issued and outstanding, respectively
              
              
              10,000
              
              
              10,000Additional
                  paid-in capital
              
              
              93,058
              
              
              74,460Deficit
                  accumulated during the development stage
              
              
              (414,657
              )
              
              (162,714
              )**Total
                  Stockholders’ Deficit**
              
              
              (311,599
              )
              
              (78,254
              )**Total
                  Liabilities and Stockholders’ Deficit**
              
              **$**
              **841,884**
              
              **$**
              **856,429**
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 15
 
  **Benacquista
        Galleries, Inc.**
 **(A
        Development Stage Enterprise)**
 **STATEMENTS
        OF OPERATIONS)**
 
 **Cumulative**
                **January
                  17,**
                **(Date
                  of****For
                  The**
              
              **For
                  The**
              
              **Inception)****Year
                  Ended**
              
              **Year
                  Ended**
              
              **through****September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,****2005**
              
              **2004**
              
              **2005****Revenue**
              
              **$**
              106,000
              
              $
              30,000
              
              $
              136,000**Cost
                  of Goods Sold**
              
              
              90,750
              
              
              36,000
              
              
              126,750**Gross
                  Margin**
              
              
              15,250
              
              
              (6,000
              )
              
              9,250**General
                  and administrative Expense**
              
              
              (
                  74,067
              )
              
              (48,458
              )
              
              (158,937
              )**Advertising
                  expense**
              
              
              (150,000
              )
              
              (150,000
              )**Interest
                  Expense**
              
              
              (43,126
              )
              
              (40,106
              )
              
              (114,970
              )**Net
                  Loss**
              
              $
              (251,943
              )
              $
              (94,564
              )
              $
              (414,657
              )**Basic
                  and Diluted Loss per Share**
              
              $
              (0.03
              )
              $
              (0.01
              )**Weighted
                  Average Number of Shares Outstanding**
              
              
              10,000,000
              
              
              10,000,000
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
  
 
 16
 
 
 **BENACQUISTA
        GALLERIES INC.**
 **(A
        Development Stage Enterprise)**
 **STATEMENTS
        OF STOCKHOLDERS’ DEFICIT**
  **Deficit
                  Accumulated****Additional**
              
              **During
                  the****Common
                  Stock**
              
              **Paid-in**
              
              **Development****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Total**Balance-January
                  17,2003(date
                  of inception)
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  Issued for CashJanuary
                  2003 $0.001 per share
              
              10,000,000
              
              
              10,000
              
              
              -
              
              
              -
              
              
              10,000Capital
                  contributions by majority shareholder
              
              -
              
              
              -
              
              
              26,350
              
              
              -
              
              
              26,350Net
                  Loss
              
              -
              
              
              -
              
              
              -
              
              
              (68,150
              )
              
              (68,150
              )Balance-
                  September 30, 2003
              
              10,000,000
              
              
              10,000
              
              
              26,350
              
              
              (68,150
              )
              
              (31,800
              )Capital
                  contributions by majority shareholder
              
              -
              
              
              -
              
              
              48,110
              
              
              -
              
              
              48,110Net
                  Loss
              
              -
              
              
              -
              
              
              -
              
              
              (94,564
              )
              
              (94,564
              )Balance-
                  September 30, 2004
              
              10,000,000
              
              
              10,000
              
              
              74,460
              
              
              (162,714
              )
              
              (78,254
              )Capital
                  contributions by majority shareholder
              
              -
              
              
              -
              
              
              18,598
              
              
              -
              
              
              18,598Net
                  Loss
              
              -
              
              
              -
              
              
              -
              
              
              (251,943
              )
              
              (251,943
              )Balance-September
                  30,2005
              
              10,000,000
              
              $
              10,000
              
              $
              93,058
              
              $
              (414,657
              )
              $
              (311,599
              )
 
 
  
 The
        accompanying notes are an integral part of these financial
        statements
 
 
 17
 
 
 **BENACQUISTA
        GALLERIES, INC.**
 **(A
        Development Stage Enterprise)**
 **STATEMENTS
        OF CASHFLOWS**
 
 **Cumulative**
                **January
                  17,**
                **(Date
                  of****For
                  The**
              
              **For
                  The**
              
              **Inception)****Year
                  Ended**
              
              **Year
                  Ended**
              
              **through****September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,****2005**
              
              **2004**
              
              **2005****Cash
                  Flows From Operating Activities**Net
                  Loss
              
              $
              (251,943
              )
              $
              (94,564
              )
              $
              (414,657
              )Changes
                  in operating assets and liabilities:Inventory
              
              
              (15,250
              )
              
              36,000
              
              
              20,750Accounts
                  payable
              
              
              25,673
              
              
              172
              
              
              26,386Accrued
                  interest
              
              
              43,128
              
              
              40,105
              
              
              114,971**Net
                  Cash Provided By Operating Activities**
              
              
              (198,392
              )
              
              (18,287
              )
              
              (252,550
              )**Cash
                  Flows From Investing Activities**
              
              
              **-**
              
              
              **-**
              
              
              **-****Cash
                  Flows From Financing Activities**Capital
                  contributions from majority shareholder
              
              
              18,598
              
              
              48,110
              
              
              93,058Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              10,000**Net
                  Cash Used in Financing Activities**
              
              
              18,598
              
              
              48,110
              
              
              103,058**Net
                  Change In Cash**
              
              
              **(**29,795
              )
              
              29,823
              
              
              507**Cash
                  at Beginning of Year**
              
              
              30,302
              
              
              479
              
              
              -**Cash
                  at End of Year**
              
              $
              507
              
              $
              30,302
              
              $
              507**Non-Cash
                  Financing Activities**Acquisition
                  of Inventory by issuance of a note payable to related
                  party
              
              
              -
              
              
              -
              
              $
              862,127Acquisition
                  of website by issuance of anote
                  payable to related party
              
              $
              150,000
              
              
              -
              
              $
              150,000
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
 18
 
 
 **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, acquiring inventory, and in raising capital to fund its
        operations. The Company has relied upon cash flows from equity issuances
        and
        capital contributions from its major shareholder to sustain operations. The
        planned operations of the Company consist of selling art work through the
        internet and in September 2005 obtained the exclusive publishing rights to
        the
“Farmacist Desk Reference”. The Company has limited revenues to date. The
        Company’s fiscal year end is September 30.
 
 **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 and
        publication and wholesale sales of the “Farmacist Desk Reference”. The Company’s
        president has indicated that he will loan sufficient funds to cover operating
        needs for the next twelve months. However, there is no guarantee that these
        loans will be made. The financial statements do not include any adjustments
        relating to the recoverability and classification of asset carrying amounts
        or
        the amount and classification of liabilities that might result should the
        Company be unable to continue as a going concern.
 
 ***Revenue
        recognition*** -- The
        Company recognizes revenue when the customer is invoiced and the item has
        been
        shipped.
 
 ***Use
        of Estimates —*** The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect certain reported amounts of assets
        and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.
 
 ***Fair
        Value of Financial Instruments*** —
The
        carrying amounts reported in the accompanying financial statements for current
        assets approximate fair values because of the immediate or short-term maturities
        of these financial instruments.
 
 ***Income
        Taxes*** —
The
        Company recognizes an asset or liability for the deferred tax consequences
        of
        all temporary differences between the tax basis of assets or liabilities
        and
        their reported amounts in the financial statements that will result in taxable
        or deductible amounts in future years when the reported amounts of the asset
        or
        liabilities are recovered or settled. Deferred tax assets or liabilities
        are
        measured using the enacted tax rates that will be in effect when the differences
        are expected to reverse. Deferred tax assets are reviewed periodically for
        recoverability and valuation allowances are provided as necessary.
 
 19
 
 
 ***Cash*** -
        Cash
        consists of a deposit with a bank.
  ***Inventory*** —
        Inventory is stated at the lower of cost or market.
 
 ***Advertising
        expense*** -
        Advertising costs are expensed as incurred. Advertising expense for the year
        ended September 30, 2005 was $150,000.
 
 ***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 December
        31, 2004 , 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.
 
 **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 30, 2005, Ted Robertson, appraiser, appraised
        the works of art and provided a current market value of $1,227,500.
 
 ***Composition*** —
        Inventory is composed of 36 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 $18,598 cash contributions for the twelve months
        ended
        September 30, 2005 and a total of $93,058 for the period January 17, 2003
        (date
        of inception) through September 30, 2005.
 
 ***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, September 30, 2004 and September
        30,
        2005:
 
 20
 
 
 **Weighted-Average**
              
              **Weighted-Average****Exercise**
              
              **Remaining****Fixed
                  Warrants**
              
              **Warrants**
              
              **Price**
              
              **Contractual
                  Life**Outstanding
                  at January 17, 2003
              
              —
              
              $
                  —
              
              —Issuances
              
              
              1,000,000
              
              
              1.00Outstanding
                  at September 30, 2003
              
              
              1,000,000
              
              $
              1.00
              
              
              2.34
                  yearsIssuances
              
              
              —
              
              
              —Outstanding
                  at September 30, 2004
              
              
              1,000,000
              
              $
              1.00
              
              
              1.34
                  yearsIssuances
              
              
              —
              
              
              —Outstanding
                  at September 30, 2005
              
              
              1,000,000
              
              $
              1.00
              
              
              .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 was due in full June 30, 2005 with no periodic
        payments required. The purchase price represents the shareholder’s original cost
        in the art which was originally acquired for cash. The balance of the note
        plus
        accrued interest is currently unpaid and will remain on the books as a demand
        note continuing to bear the 5% per annum interest.
 
 In
        September 2005, the company acquired the website www.ynoteduk8.com for
        $150,000 represented by an unsecured note payable to the major shareholder.
        The
        note bears interest at 5% per annum and is payable on demand with no periodic
        payments required. Along with the website acquisition, the company obtained
        exclusive publishing rights to the “Farmacist Desk Reference” (FDR) from the
        president of YNOT Education, Inc.
 
 
 **NOTE
        6 - INCOME TAXES**
 
 The
        Company has paid no federal or state income taxes since its incorporation.
        As of
        September 30, 2005 and September 30, 2004, the Company had net operating
        loss
        carry forwards for federal income tax reporting purposes of $414,659 and
        $251,943, respectively, which, if unused, will begin to expire in 2023. The
        net
        deferred tax asset consists of the following at September 30, 2005 and September
        30, 2004:
 
 September
                  30,2005
              
              2004Deferred
                  tax asset - operating loss carryforwards
              
              $
              140,983
              
              $
              55,323Valuation
                  allowance
              
              
              (140,983
              )
              
              (55,323
              )**Total
                  Deferred Income Tax Asset**
              
              $
              —
              
              $
              —
 
 The
        following is a reconciliation of the income tax computed using the federal
        statutory rate to the provision for income taxes:
 
 Tax
                  at federal statutory rate (34%)
              
              $
              (85,661
              )
              $
              (32,152
              )Change
                  in valuation allowance
              
              
              85,661
              
              
              32,152**Provision
                  for Income Taxes**
              
              $
              —
              
              $
              —
 
 
 
 
 21
 
 
 **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.**
 
 The
        Company has not changed accountants during the last two fiscal years; nor
        has
        the Company had any disagreements with the accountants on any matter of
        accounting principles or practices, financial statement disclosures, or auditing
        scope or procedures.
 
 ITEM
        8A.
        CONTROLS AND PROCEDURES.
 
 
 The
        Company's principal executive officer and principal financial officer, based
        on
        his evaluation of the Company's disclosure controls and procedures (as defined
        in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,
        as
        amended) as of September 30, 2005 have concluded that the Company's disclosure
        controls and procedures are adequate and effective to ensure that any
        information required to be disclosed in any filing under the Exchange Act
        is
        accumulated and communicated to our chief executive officer and principal
        financial officer in order to allow timely decisions regarding required
        disclosure and furthermore that such information is recorded, processed,
        summarized and reported within the time periods specified in the Securities
        and
        Exchange Commission’s rules and forms with respect to any reports that the
        Company makes under the Securities Exchange Act of 1934, as
        amended.
 
 The
        Company's principal executive officer, who is also our principal financial
        officer, has concluded that there were no significant changes in the Company's
        internal controls or in other factors that could significantly affect these
        controls for the year ended September 30, 2005, the date of his most recent
        evaluation of such controls, and that there were no significant deficiencies
        or
        material weaknesses in the Company's internal controls.
         
 22
 
 
 **PART
        III**
 
 **ITEM
        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH
        SECTION 16(A) OF THE EXCHANGE ACT.**
 
 **DIRECTORS
        AND EXECUTIVE OFFICERS**
 
 
 Name
              Age
              Position
              SinceJames
                  Price
              41
              Chief
                  Executive Officer,
                President,
                  Director
              2003Don
                  Tolman
              
              Director
              2005
  
 The
        following is a biographical summary of the experience of the directors and
        executive officers of the Company:
 
 **JAMES
        PRICE, 41 years old**
 
 James
        Price, chief executive officer, principal accounting officer and director.
        Mr.
        Price currently serves as the president of Aero Financial, Inc. located in
        Monkton, Maryland, through which he provides public relations consulting
        services directly to executives and corporations. He has served in this capacity
        at Aero Financial since February of 2002. Mr. Price also serves as Sole Director
        and Chief Executive Officer of Wine Purveyors International, Inc. of
        Lutherville, MD, where he is the sole employee and has all management and
        operational responsibilities and has served in that capacity since January,
        2003. From December of 1997 until February of 2002, Mr. Price was chief
        executive officer of Columbia Financial Group, Inc. of Lutherville, Maryland,
        an
        investor relations firm, where he was responsible for developing an employee
        benefit plan and training program for Columbia’s employees and where he also
        developed and maintained corporate policies and procedures. From February
        of
        1995 until December of 1997, Mr. Price was a stockbroker employed by Global
        Financial in Bel Air, Maryland.  From September of 1980 until June of 1982,
        Mr. Price attended Eastern Washington University in Cheney, Washington, where
        he
        took general studies courses with an interest in art history. Mr. Price is
        a
        veteran of the U.S Army, serving from September of 1982 until September of
        1985.
   **DON
        TOLMAN, 55 years old**
 
 Don
        Tolman, director. Mr. Tolman currently develops educational materials. He
        has
        been a self-employed consultant and developer of educational materials, public
        speaker and author for more than 20 years. Mr. Tolman has previously been
        involved with founding two nutritional and health companies The Whole Food
        Farmacy, Inc. and The Brain Garden, Inc. Mr. Tolman is the author of Think
        Fast: History, Mystery and Wealth and The
        Quest ,
        as well
        as the Farmacist’s Desk Reference, which will be published by Benacquista in
        2006. He has appeared on more than 200 radio and television programs and
        has
        spoken to more than 1,000 live audiences across the world.
 
 
 **SIGNIFICANT
        EMPLOYEES**
 
 The
        Company's sole significant employees are James Price, its Chief Executive
        Officer, Principal Accounting Officer and Director and Don Tolman, its
        director.
 
 **FAMILY
        RELATIONSHIPS**
 
 There
        are
        no family relationships between any directors or executive officers of the
        Company, either by blood or by marriage.
 
 **INVOLVEMENT
        IN CERTAIN LEGAL PROCEEDINGS**
 
 During
        the past five years, no director, person nominated to become a director,
        executive officer, promoter or control person of the Company:
 
 (1)
        was a
        general partner or executive officer of any business against which any
        bankruptcy petition was filed, either at the time of the bankruptcy or two
        years
        prior to that time; The officers and directors of the Company due to the
        Operating Subsidiary filing a voluntary petition under Chapter 11 of the
        Bankruptcy Code.
 
 (2)
        was
        convicted in a criminal proceeding or named subject to a pending criminal
        proceeding (excluding traffic violations and other minor offenses);
 
 (3)
        was
        subject to any order, judgment or decree, not subsequently reversed, suspended
        or vacated, of any court of competent jurisdiction, permanently or temporarily
        enjoining, barring, suspending or otherwise limiting his involvement in any
        type
        of business, securities or banking activities; or
 
 (4)
        was
        found by a court of competent jurisdiction (in a civil action), the SEC or
        the
        Commodity Futures Trading Commission to have violated a federal or state
        securities or commodities law, and the judgment has not been reversed, suspended
        or vacated.
 
 23
 
 Section
        16(a) Beneficial Ownership Reporting Compliance
 
 Section
        16(a) of the Securities Exchange Act of 1934 and the rules thereunder require
        Benacquista Galleries's officers and directors, and persons who beneficially
        own
        more than ten percent of a registered class of Benacquista Galleries's equity
        securities, to file reports of ownership and changes in ownership with the
        Securities and Exchange Commission and to furnish Benacquista Galleries with
        copies.
 
 Based
        on
        its reviews of the copies of the Section 16(a) forms received by it, or written
        representations from certain reporting persons, Benacquista Galleries, Inc.
        believes that all outstanding obligations by reporting persons have been
        met
        except for James Price, who intends to meet such requirements by January
        31,
        2006.
 
 **CODE
        OF ETHICS**
 
 Our
        Board
        of Directors has not yet adopted a written Code of Business Conduct and Ethics.
        However, we are currently in the process of applying for and maintaining
        the
        listing of our common stock on the OTC Bulletin Board. As part of the listing
        process, we expect to adopt a written Code of Business Conduct and Ethics.
 
 **ITEM
        10. EXECUTIVE COMPENSATION.**
 
 **EXECUTIVE
        COMPENSATION**
 
 The
        following table sets forth certain information with respect to the compensation
        that was paid in the 2005 fiscal year to the Company's executive officers
        and
        the aggregate compensation paid by the Company for services rendered during
        the
        periods indicated:
 
 Summary
        Compensation Table
 
 Long
                  Term CompensationAnnual
                  compensation
              
              Awards
              
              Payouts(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)Name,
                Principal
                Position
              
              Year
              
              Salary($)
              
              Bonus($)
              
              Other
                  annual compensation($)
              
              Restricted
                  award(s)($)
              
              Securities
                stock
                underlying
                  options/SA Rs(#)
              
              LTIP
                  Payouts($)
              
              All
                other
                  Comps
                ($)James
                  Price,
              
              
              2005
              
              $
              0
                  *
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0CEO,
                  Principal Accounting Officer, DirectorDon
                  TolmanDirector
              
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
  **James
        Price has not yet drawn any salary from Benacquista Galleries. It is anticipated
        that Mr. Price will begin taking a salary of $60,000 beginning March 31,
        2006;
        however, Mr. Price does not intend to begin taking or accruing a salary until
        the 1,000,000 shares underlying the warrant held by transferees of XCL Partners
        have been exercised at $1.00 per share. As there can be no assurance that
        this
        will ever happen, Mr. Price may serve indefinitely without a salary.
 
 Option
        grants since inception and aggregate option exercises during last fiscal
        year
        and fiscal year-end option values.
 
 Since
        inception, we have not granted any stock options to any individual, including
        our chief executive officer, except that we have granted warrants to purchase
        1,000,000 shares of our common stock to XCL Partners at an exercise price
        of
        $1.00 per share. We anticipate granting options to various employees, directors
        and consultants. Any such grants will be made at an exercise price equal
        to the
        fair market value of our common stock as determined by our board of directors.
 
 We
        have
        no employment agreements with any of our employees.
 
 **DIRECTOR
        COMPENSATION**
 
 For
        the
        fiscal year ended September 30, 2005, our directors James Price and Don Tolman
        were not compensated for his services.
 
 24
 
 **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**
 
 The
        following table sets forth the beneficial ownership of shares of Common Stock
        as
        of September 30, 2005, for (i) each person who is known by the Company to
        be the
        beneficial owner of more than a 5% interest in the Company, (ii) directors
        of
        the Company, (iii) the sole "named executive officer" of the Company, as
        defined
        in Item 402(a)(2) of SEC Regulation S-B, and (iv) the directors and named
        executive officer of the Company as a group. Unless otherwise indicated in
        the
        footnotes, all such interests are owned directly, and the indicated person
        or
        entity has sole voting and investment power. Addresses are provided only
        for 5%
        or greater owners.
 
 Executive
        Officers and Directors as a group as of September 30, 2005.
  **Beneficial
                  Ownership****Title
                  of Class**
              **Name
                  and Address of**
                **Beneficial
                  Owner**
              **Amount
                  and Nature of**
                **Beneficial
                  Owner**
              **Percent
                  of Class**Common
              James
                  Price (1)
                15208
                  Jarrettsville Pike
                Monkton,
                  Maryland 21111
              8,969,100
              89.69%
                  (3)Don
                  Tolman
                15208
                  Jarrettsville Pike
                Monkton,
                  Maryland 21111 (2)
              0
              0
  (1)
              Mr.
                  Price is an officer and director. His address is 15208 Jarrettsville
                  Pike,
                  Monkton, Maryland 21111.
 
 (2)
              Mr.
                  Tolman is a director. His address is 15208 Jarrettsville Pike,
                  Monkton,
                  Maryland 21111.(3)
              The
                  89.69% of class is calculated using 10,000,000 shares of common
                  stock
                  outstanding. This does not include the issuance of 1,000,000 shares
                  of
                  common stock upon the exercise of the warrant held by transferees
                  of XCL
                  Partners.
 
 (4)
              There
                  are currently 10,000,000 shares of issued and outstanding stock.
                  The
                  exercise of the warrant will result in the issuance of another
                  1,000,000
                  common shares. The 13.09 % of class assumes the issuance of the
                  1,000,000
                  shares under the warrant reflecting transferees of XCL Partners
                  ownership
                  on a fully dilutive basis (based on 11,000,000 shares outstanding)
                  .
 
 
 **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 There
        has
        not been, nor is there currently proposed, any transaction or series of similar
        transactions to which we were or are to be a party in which the amount involved
        exceeds $60,000, and in which any director, executive officer, holder of
        more
        than 5% of our common stock or any member of the immediate family of any
        of
        these people had or will have a direct or indirect material interest except
        as
        listed below:
 
 On
        January 31, 2003, chief executive officer James Price sold a number of
        individual works of art to us for a purchase price of $862,127. We issued
        a note
        for the amount of the purchase price, payable to Mr. Price. The note bears
        interest at an annual rate of 5%. The principal and interest under the note
        are
        due and payable on January 31, 2005. There is no penalty for prepayment.
        Mr.
        Price paid $862,127 for the art.
 
 On
        September 29, 2005, Benacquista Galleries, Inc., a Nevada corporation
        (“Benacquista”) entered into an agreement with YNOT Education, Inc., a Nevada
        corporation, to purchase the website www.ynoteduk8.com for a note for $150,000.
        Benacquista Director Don Tolman is the President and Principal of YNOT
        Education, Inc. Benacquista director and officer James Price is a director
        of
        YNOT Education, Inc. Immediately upon execution of the agreement, YNOT assigned
        its rights under the promissory note to James Price. As a result of this
        transaction, Benacquista has purchased a website from two related parties
        for
        $150,000. Because of the related party nature of the transaction, there can
        be
        no assertion that the website is actually worth $150,000 or that it would
        sell
        for such an amount to an unrelated party. As a result of these transactions,
        Benacquista now has a liability to director and officer James Price of $150,000
        and an asset of undetermined value, which may be worth only a fraction of
        the
        amount paid for it.
 
 On
        September 29, 2005, Benacquista Galleries, Inc., a Nevada corporation
        (“Benacquista”) entered into an agreement with director Don Tolman to publish
        certain of Tolman’s books and materials. Under the agreement, Tolman will
        receive royalties of either $1.00 per book or 5% of sales. The agreement
        doesn’t
        obligate Benacquista to any minimum royalties, but Tolman can fail to renew
        the
        agreement if he does not receive minimum royalties under the agreement of
        $250,000 during the first two years.
 
 The
        majority shareholder made $18,598 cash contributions for the twelve months
        ended
        September 30, 2005 and a total of $93,058 for the period January 17, 2003
        (date
        of inception) through September 30, 2005.
 
 
 
 25
  
 **ITEM
        13. EXHIBITS AND REPORTS ON FORM 8-K.**
 
 (a)
        LIST
        OF EXHIBITS
 
 **List
        of Exhibits**
 
  3.1
              Articles
                  of Incorporation of small business issuer as filed previously with
                  the
                  Commission on Form SB-2, dated March 31, 20033.2
              Bylaws
                  of small business issuer 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 200232.1
              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 September 30, 2005:
 
 On
        September 20, 2005 the company filed a report on Form 8K indicating that
        the
        board of directors of Benacquista Galleries, Inc. (the “Board”) appointed Don
        Tolman to the Board of Directors.
 
 On
        September 20, 2005 the company filed a report on Form 8K indicating that
        on
        September 22, 2005, Benacquista Galleries, Inc., a Nevada corporation
        (“Benacquista”) entered into an agreement with Monarch Consulting LLC whereby
        Monarch will assist Benacquista in Marketing, Corporate Communications,
        Establishment of Ebay Store, Investor Inquires, Google Adword Placement and
        Press Release distribution. The agreement calls for payment of $30,000 to
        Monarch over a one-year term, payable monthly in installments of $2500.
        Benacquista may terminate the contract in the event of unsatisfactory
        performance with 14 days notice.
 
 
 On
        September 30, 2005 the company filed a report on Form 8K indicating that
        on
        September 29, 2005, Benacquista Galleries, Inc., a Nevada corporation
        (“Benacquista”) entered into an agreement with YNOT Education, Inc., a Nevada
        corporation, to purchase the website www.ynoteduk8.com for a note for $150,000.
        Benacquista Director Don Tolman is the President and Principal of YNOT
        Education, Inc. Benacquista director and officer James Price is a director
        of
        YNOT Education, Inc. Immediately upon execution of the agreement, YNOT assigned
        its rights under the promissory note to James Price. As a result of this
        transaction, Benacquista has purchased a website from two related parties
        for
        $150,000. Because of the related party nature of the transaction, there can
        be
        no assertion that the website is actually worth $150,000 or that it would
        sell
        for such an amount to an unrelated party. Additionally, on September 29,
        2005,
        Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”) entered into
        an agreement with director Don Tolman to publish certain of Tolman’s books and
        materials. Under the agreement, Tolman will receive royalties of either $1.00
        per book or 5% of sales. The agreement doesn’t obligate Benacquista to any
        minimum royalties, but Tolman can fail to renew the agreement if he does
        not
        receive minimum royalties under the agreement of $250,000 during the first
        two
        years.
 
 **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**
 
 Audit
        fees. Total annual audit fees billed for professional services rendered by
        Hansen, Barnett & Maxwell, during the 2005 and 2004 fiscal years for the
        audit of our annual financial statements and the review of the financial
        statements included in our quarterly reports on Form 10-QSB, or services
        that
        are normally provided by Hansen, Barnett & Maxwell, P.C. in connection with
        statutory and regulatory filings or engagements for those fiscal years, totaled
        approximately $10,826 and $ 6,304 respectively.
 
 Audit-related
        Fees. Total aggregate audit fees billed during the 2005 and 2004 fiscal years
        for assurance and related services by Hansen, Barnett & Maxwell, that are
        reasonably related to the performance of the audit or review of Benacquista
        Galleries, Inc.'s financial statements and not reported in the paragraph
        above
        under "Audit Fees" were $12,051 and $11,443, respectively. These fees were
        primarily for services provided with the company’s registration statements.
 
 Tax
        Fees.
        The total fees billed during the 2005 and 2004 for professional services
        rendered by Hansen, Barnett & Maxwell, for tax compliance, tax advice, and
        tax planning services were approximately $147 and $158, respectively.
        Specifically, these services involved preparation of the consolidated tax
        returns and guidance on tax accruals.
 
 All
        Other
        Fees. There were no fees billed by Hansen, Barnett & Maxwell, during our
        2005 and 2004 fiscal years for any other services rendered to Benacquista
        Galleries, Inc. other than the amounts set forth above.
 
 
 26
 
 **SIGNATURE**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the Company 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)*
                
                *Dated
                  January 12, 2006*
 
 
 
    
           27