UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





(Mark
      One)





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended September 30, 2007.





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





For
      the
      transition period from ________ to _________.




Commission
      File No. 0-51107











Benacquista
      Galleries, Inc.


(Name
      of
      Small Business Issuer as specified in its charter)





Nevada
            71-0928242(State
                or other Jurisdiction of
            (I.R.S.
                EmployerIncorporation
                or Organization)
            Identification
                No.)6870
                La Valle Plateada Rancho Santa Fe, California
            92067(Address
                of Principal Executive Offices)
            (Zip
                Code)





(858)
      525-5695


(Issuer’s
      Telephone Number, Including Area Code)





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


Yes
         [X]   No [  ]
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B is not contained in this form, and no disclosure will be
        contained, to the best of registrant’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. [   ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes
        [   ]   No [X]
  Revenues
        for the fiscal year ended September 30, 2007: $0.





As
      of
      December 19, 2007, the aggregate market value of the voting and non-voting
      common equity held by non-affiliates computed by reference to the average of
      the
      closing bid and asked prices on such date was approximately
      $70,005.





At
      December 19, 2007 the registrant had outstanding 1,072,666 shares of common
      stock, par value $0.001, of which there is only a single class.





DOCUMENTS
      INCORPORATED BY REFERENCE





None





Transitional
      Small Business Disclosure Format (Check one):  Yes
 ___ ;   No  X.

































TABLE
      OF
      CONTENTS








Page
              NumberPART
                IITEM
                1. Description of Business.
            1ITEM
                2. Description of Property.
            5ITEM
                3. Legal Proceedings.
            5ITEM
                4. Submission of Matters to a Vote of Security Holders.
            5PART
                IIITEM
                5. Market for Common Equity and Related Stockholder
                Matters.
            6ITEM
                6. Management’s Discussion and Analysis or Plan of
                Operation.
            9ITEM
                7. Financial Statements.
            F-1ITEM
                8. Changes In and Disagreements With Accountants on Accounting and
                Financial Disclosure.
            20ITEM
                8A. Controls and Procedures.
            20ITEM
                8B. Other Information.
            21PART
                IIIITEM 9. Directors, Executive Officers, Promoters and Control
                Persons
                and Corporate Governance; Compliance With Section 16(a) of the Exchange
                Act.
            21ITEM
                10. Executive Compensation.
            24ITEM
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters.
            25ITEM
                12. Certain Relationships and Related Transactions, and Director
                Independence.
            26ITEM
                13. Exhibits.
            28ITEM
                14. Principal Accountant Fees and Services.
            29


















PART
      I





SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
      Form
      10-KSB, press releases and certain information provided periodically in writing
      or verbally by our officers or our agents contain statements which constitute
      forward-looking statements. The words “may”, “would”, “could”, “will”, “expect”,
“estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar
      expressions and variations thereof are intended to specifically identify
      forward-looking statements. These statements appear in a number of places in
      this Form 10-KSB and include all statements that are not statements of
      historical fact regarding the intent, belief or current expectations of us,
      our
      directors or our officers, with respect to, among other things: (i) our
      liquidity and capital resources; (ii) our financing opportunities and plans;
      (iii) our ability to generate revenues; (iv) competition in our business
      segments; (v) market and other trends affecting our future financial condition
      or results of operations; (vi) our growth strategy and operating strategy;
      and
      (vii) the declaration and/or payment of dividends.





Investors
      and prospective investors are cautioned that any such forward-looking statements
      are not guarantees of future performance and involve risks and uncertainties,
      and that actual results may differ materially from those projected in the
      forward-looking statements as a result of various factors. The factors that
      might cause such differences include, among others, those set forth in Part
      II,
      Item 6 of this annual report on Form 10-KSB, entitled Management’s Discussion
      and Analysis or Plan of Operation, including without limitation the risk factors
      contained therein. Except as required by law, we undertake no obligation to
      update any of the forward-looking statements in this Form 10-KSB after the
      date
      of this report.



































ITEM
      1. DESCRIPTION OF BUSINESS.





CORPORATE
      HISTORY AND DEVELOPMENT





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





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





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





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





On
      January 8, 2007, we consolidated our authorized common shares on a one-for-ten
      basis, with a corresponding reduction in our common shares issued and
      outstanding as of that date. Unless otherwise noted, all references to the
      number of common shares included in this annual report on Form 10-KSB for the
      fiscal year ended September 30, 2007 are stated on a post-consolidated basis.
      Per share amounts have also been restated for the share
      consolidation.





On
      April
      10, 2007, the Company and Mr. Price entered into a settlement and release
      agreement pursuant to which the Company transferred all of its rights, title
      and
      interest in its inventory recorded at $906,131 as of that date in settlement
      of
      all its obligations to Mr. Price as of that date of $1,203,499, comprised of
      a
      Note payable in the amount of $862,127, accrued interest payable in the amount
      of $80,732 and all non interest bearing advances recorded as “Due to majority
      shareholder” in the amount of $260,640.





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





Concurrently
      with the purchase of the website content, the Company entered into a Royalty
      Agreement with Don Tolman, then a director of the Company and the shareholder
      and president of YNOT Education, Inc. for the exclusive publishing rights to
      the
“Farmacist Desk Reference” (“FDR”) and other works created or controlled by YNOT
      Education, Inc. The license agreement called for the payment of royalties of
      $1
      per book sold or 5% of all proceeds collected for other YNOT Education, Inc.
      works. The license was for a two year term which was to expire September 28,
      2007 which would have automatically extended for an additional two year term
      if
      royalties of $250,000 were achieved during the initial term. There were no
      guaranteed minimum royalties, but YNOT Education, Inc. had the right to cancel
      the Royalty Agreement after the initial two year term if sales were not
      sufficient to generate $250,000 in royalties.








1





In
      October of 2005, the Company incorporated a wholly owned subsidiary called
      YNOTeduk8, Inc. (YNOT). On March 9, 2007 the Company executed a series of
      agreements with Don Tolman, YNOT Education, Inc., James Price and YNOT by which
      the Company assigned its rights and obligations related to the above mentioned
      Royalty Agreement, the above mentioned website and all improvements, and certain
      intellectual property and trademarks to its subsidiary, YNOT.





On
      November 17, 2006 the Company purchased the web site www.faceyourmate.com and
      the related content from Physiognomy, a company controlled by then director
      Don
      Tolman.





Effective
      November 21, 2006, Don Tolman resigned from our board of directors in order
      to
      pursue his other business ventures.





On
      March
      13, 2007, the Company’s Board of Directors declared a dividend and distributed
      1,100,103 shares of YNOT common stock. The stock dividend was paid at the rate
      of one share of YNOT stock for each share of the Company common stock owned.
      Subsequent to the dividend, the Company owned 8,902,287 shares of YNOT
      comprising approximately 89% of the outstanding shares of YNOT as of that
      date.





On
      March
      27, 2007 the Company entered into an agreement with Don Tolman by which Mr.
      Tolman assumed the $150,000 unsecured note payable referred to above and all
      related accrued interest in exchange for the Company’s 8,902,287 remaining
      shares of YNOT common stock.





Our
      board
      currently consists of our sole officer and director James Price.





Our
      principal executive offices are located at 6870 La Valle Plateada Rancho Santa
      Fe, California 92067.





BUSINESS





Overview





From
      our
      inception in 2003 through April of 2007, we were engaged in various businesses
      in the field of art sales, publishing and education.  In March, 2007
      we sold our interest in our education and publishing business and in April,
      2007, we sold our remaining inventory of art.  Since April, 2007, we
      have been engaged in seeking other opportunities in education, art and
      publishing.





On
      November 12, 2007, the Company entered into a Share Exchange Agreement
      (“Agreement”) with Vibe Records, Inc., a Delaware corporation (“VIBE”) to
      acquire 100% of the issued and outstanding shares of VIBE in exchange for
      13,390,930 common shares of the Company, including a planned 1.5 for 1 share
      dividend to existing shareholders.  On December 12, 2007, the Company
      appointed Mr. Robert McCoy to its board of directors.  The Company has
      not yet closed its acquisition of VIBE and there can be no assurance that such
      an acquisition will actually take place.  If the acquisition takes
      place, the Company intends to change its business to enter into the music and
      music video publication and distribution business under the continued
      directorship of James Price and Robert McCoy, together with additional
      management.  If the acquisition does not occur, the Company intends to
      pursue other opportunities in publishing and media.











2





Strategic
      Acquisitions and Partnerships





Other
      than the acquisition of VIBE as described above, we have not yet decided on
      a
      course of action with respect to strategic acquisitions and
      partnerships.








MARKETING
      AND DISTRIBUTION





We
      are
      not currently marketing or distributing any products or services.








Benacquista
      Publishing





We
      are
      not currently publishing any works.  We will revise our plans in this
      direction depending on whether or not our acquisition of VIBE is
      consummated.  As of March 27, 2007 when we sold our YNOT Eduk8, Inc.
      business, we have not been actively involved in the publishing
      business,





SIGNIFICANT
      CUSTOMERS AND SUPPLIERS





We
      did
      not have any customers or revenues in the fiscal year ending September 30,
      2007.





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have entered into no long-term written agreements and have no
      intentions of entering into any such agreements with any suppliers or
      manufacturers, and we are not substantially dependent, nor do we anticipate
      becoming substantially dependent, upon any one or more suppliers.





REGULATIONS





We
      are
      not currently subject to direct regulation by any federal, state or local
      government agency, other than regulations applicable to businesses
      generally.





COMPETITION





Because
      we have not yet resolved what our future corporate direction will be, it is
      impossible to assess the competitive landscape.  There are a number of
      companies pursuing an acquisition strategy in media and publishing, many of whom
      have greater financial resources than we do.  We are not specifically
      aware, however, of individual competitors.








3





INTELLECTUAL
      PROPERTY





Overview





We
      rely
      for our business on a combination of trademarks and trade secrets in order
      to
      protect our brands and intellectual property. Our trademarks and trade secrets
      are among the most important assets we possess and we depend significantly
      on
      these intellectual property assets in being able to effectively compete in
      our
      industries and market segments. We cannot be certain that the precautions we
      have taken to safeguard our trademarks and trade secrets will provide meaningful
      protection from unauthorized use. If we must pursue litigation in the future
      to
      enforce or otherwise protect our intellectual property rights, or to determine
      the validity and scope of the proprietary rights of others, we may not prevail
      and will likely have to make substantial expenditures and divert valuable
      resources in the process. Moreover, we may not have adequate remedies if our
      intellectual property is appropriated or our trade secrets are
      disclosed.





Trademarks





We
      do not
      have any federally registered trademarks.




Trade
      Secrets





Whenever
      we deem it important for purposes of maintaining competitive advantages, we
      require parties with whom we share, or who otherwise are likely to become privy
      to, our trade secrets or other confidential information to execute and deliver
      to us confidentiality and/or non-disclosure agreements. Among others, this
      may
      include employees, consultants and other advisors, each of whom we would require
      execute such an agreement upon commencement of their employment, consulting
      or
      advisory relationships. These agreements generally provide that all confidential
      information developed or made known to the individual by us during the course
      of
      the individual’s relationship with us is to be kept confidential and not to be
      disclosed to third parties except under specific circumstances.





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have not executed confidentiality and/or non-disclosure agreements
      with any of our key employees, consultants or advisors.





EMPLOYEES





For
      the
      fiscal year ended September 30, 2007, we had one full-time and no part-time
      employees. As of the date of this annual report on Form 10-KSB for the fiscal
      year ended September 30, 2007 we have only one full-time employee, our Chief
      Executive Officer, James Price.





We
      rely
      heavily on our current officers and directors in operating our business. We
      are
      not subject to any collective bargaining agreements and believe that our
      relationships with our employees are good.








4





ITEM
      2. DESCRIPTION OF PROPERTY.





Our
      principal executive offices are located at 6870 La Valle Plateada Rancho Santa
      Fe, California 92067. We lease this premises from our Chief Executive Officer
      on
      a month-to-month basis at a rate of $500 per month.




ITEM
      3. LEGAL PROCEEDINGS.





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, there were no other pending material legal proceedings to which we
      were a party and we are not aware that any were contemplated. There can be
      no
      assurance, however, that we will not be made a party to litigation in the
      future. Any finding of liability imposed against us is likely to have an adverse
      effect on our business, our financial condition, including liquidity and
      profitability, and our results of operations





ITEM
      4. SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS.





No
      matters were submitted to a vote of our stockholders, through the solicitation
      of proxies or otherwise, during the fourth quarter of the fiscal year ended
      September 30, 2007.




































5





PART
      II




ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





Our
      common stock is quoted on the OTC Bulletin Board, a service provided by the
      Nasdaq Stock Market Inc., under the symbol “BAQU”.





The
      following table sets forth the high and low bid prices for our common stock
      as
      reported each quarterly period within the last two fiscal years on the OTC
      Bulletin Board, and as obtained from BigCharts.com. The high and low prices
      reflect inter-dealer prices, without retail mark-up, markdown or commission
      and
      may not necessarily represent actual transactions.





PeriodHigh*
            
            Low*Fiscal
                year ended 2007Quarter endedDecember
                31, 2006
            
            $
            0.87
            
            $
            0.26March
                31, 2007
            
            $
            7.85
            
            $
            0.15June
                30, 2007
            
            $
            4.95
            
            $
            0.60September
                30, 2007
            
            $
            1.01
            
            $
            0.66Fiscal
                year ended 2006Quarter endedDecember
                31, 2005
            
            $
            1.20
            
            $
            0.43March
                31, 2006
            
            $
            1.51
            
            $
            0.42June
                30, 2006
            
            $
            1.06
            
            $
            0.40September
                30, 2006
            
            $
            0.99
            
            $
            0.40





*
            On
                January 8, 2007, we consolidated our authorized common shares on
                a
                one-for-ten basis, with a corresponding reduction in our common shares
                issued and outstanding as of that date. All prices reflect said
                consolidation.








STOCKHOLDERS





As
      of
      December 20, 2007, there were approximately 600 holders of record of our common
      stock.





DIVIDENDS





From
      our
      inception we have never declared or paid any cash dividends on shares of our
      common stock and we do not anticipate declaring or paying any cash dividends
      in
      the foreseeable future. The decision to declare any future cash dividends will
      depend upon our results of operations, financial condition, current and
      anticipated cash needs, contractual restrictions, restrictions imposed by
      applicable law and other factors that our board of directors deem relevant.
      Although it is our intention to utilize all available funds for the development
      of our business, no restrictions are in place that would limit our ability
      to
      pay dividends. The payment of any future cash dividends will be at the sole
      discretion of our board of directors.











6





SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





We
      do not
      presently have in place any equity compensation plan or plans under which shares
      of our common stock may be issued.





RECENT
      SALES OF UNREGISTERED SECURITIES





There
      were no previously unreported sales of unregistered securities during the fiscal
      year ended September 30, 2007.





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





The
      following discussion and analysis of our financial condition, results of
      operations and liquidity should be read in conjunction with our consolidated
      financial statements for the years ended September 30, 2007 and 2006 and the
      related notes appearing elsewhere in this annual report. Our consolidated
      financial statements have been prepared in accordance with generally accepted
      accounting principles, assume that we will continue as a going concern, and
      do
      not contain any adjustments that might result if we were unable to continue
      as a
      going concern; however, our independent registered public accounting firm,
      Hansen, Barnett and Maxwell, P.C., has added an explanatory paragraph to their
      report on our consolidated financial statements for the fiscal years ended
      September 30, 2007 and 2006 raising substantial doubt as to our ability to
      continue as a going concern.





CRITICAL
      ACCOUNTING POLICIES





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our consolidated
      financial statements. We have consistently applied these policies in all
      material respects. Investors are cautioned, however, that these policies are
      not
      guarantees of future performance and involve risks and uncertainties, and that
      actual results may differ materially. Set forth below are the accounting
      policies that we believe most critical to an understanding of our financial
      condition, results of operations and liquidity.





Use
      of Estimates





The
      preparation of our consolidated financial statements in conformity with
      generally accepted accounting principles requires management to make certain
      estimates and assumptions that affect the amounts of assets, liabilities,
      revenues and expenses reported in our consolidated financial statements and
      the
      accompanying notes. We evaluate our estimates on an ongoing basis, and make
      our
      estimates and assumptions based on actual historical experience which we believe
      to be reasonable under the circumstances at that time. Actual results may differ
      materially from our current estimates.








7





Inventory





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





Revenue
      Recognition





We
      have
      derived revenues from direct and consignment sales of collectible, investment
      grade works of art, and from individual and corporate-oriented publishing
      services.  We are uncertain about how we will generate revenue in the
      future.





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





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





Income
      Taxes





We
      account for income taxes using an asset and liability approach. We recognize
      an
      asset or liability for the deferred tax consequences of all temporary
      differences between the tax basis of assets or liabilities and their reported
      amounts in the consolidated financial statements that will result in taxable
      or
      deductible amounts in future years when the reported amounts of the asset or
      liabilities are recovered or settled. Deferred tax assets or liabilities are
      measured using the enacted tax rates that will be in effect when the differences
      are expected to reverse. Deferred tax assets are reviewed periodically for
      recoverability, and valuation allowances are provided as necessary.





OVERVIEW





We
      were
      originally incorporated on January 17, 2003 in accordance with the laws of
      the
      State of Nevada as Benacquista Galleries, Inc. We are a development stage
      company currently exploring acquisitions in media and publishing.














8





RESULTS
      OF OPERATIONS FOR THE FISCAL YEARS ENDED SEPTEMBER
      30, 2007 AND 2006





Revenues





We
      have
      had no revenues from continuing operations since inception.





General and Administrative Expenses





General
      and administrative expenses principally include salary expenses, professional
      fees, investor relations fees, rent and general corporate overhead. General
      and
      administrative expenses decreased $422,943, from $581,177 for the fiscal year
      ended September 30, 2006, to $158,234 for the fiscal year ended September 30,
      2007. This decrease is primarily attributable to a decrease in non-cash investor
      relation fees.








Other
      Income and Expenses





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





Interest
      expenses decreased $24,281, from $50,613 for the fiscal year ended September
      30,
      2006 to $26,332 for the fiscal year ended September 30, 2007. This decrease
      is
      attributable to a decrease in the average outstanding balance owed to our Chief
      Executive Officer and majority shareholder, James Price, for the fiscal year
      ended September 30, 2007 as compared to the fiscal year ended September 30,
      2006.








Liquidity
      and Capital Resources





As
      of the
      fiscal year ended September 30, 2007 we had no cash on hand. Historically,
      we
      have funded our operations primarily through advances from our Chief Executive
      Officer and majority shareholder, James Price, proceeds from the exercise of
      warrants, and sales of our collectible, investment grade works of art and the
      Farmacist’s Desk
      Reference. In the future, we are unsure of how these expenses will be
      funded other than via James Price or through an acquisition.





For
      the
      fiscal year ended September 30, 2007 we received advances from our Chief
      Executive Officer and majority shareholder totaling $171,224 and $30,000 of
      these amounts were repaid.








9





We
      do not
      believe that our current financial resources are sufficient to meet our working
      capital needs over the next twelve months and, accordingly, we will need to
      secure additional external financing to continue our operations. We may seek
      to
      raise additional capital though private equity or debt financings, an
      acquisition and further shareholder loans. As of the date of this annual report
      on Form 10-KSB for the fiscal year ended September 30, 2007, we have obtained
      verbal commitments from our Chief Executive Officer and majority shareholder
      to
      make further capital advances to fund our operations; however, there can be
      no
      assurance that those further capital advances, if and when made, will be
      sufficient to sustain our required level of operations. Moreover, there can
      be
      no assurance that we will be able to secure additional external financing,
      or,
      if we are able to secure such external financing, that it will be on terms
      favorable, or even acceptable, to us. If necessary, in addition to the Vibe
      acquisition, we may explore strategic alternatives, including a merger, asset
      sale, joint venture or other comparable transactions. Any inability to achieve
      or sustain profitability or otherwise secure external financing or locate a
      strategic partner would have a material adverse effect on our business,
      financial condition, and results of operations, raising substantial doubts
      as to
      our ability to continue as a going concern, and we may ultimately be forced
      to
      seek protection from creditors under the bankruptcy laws or cease
      operations.





Our
      short-term prospects are challenging considering our lack of financial
      resources. In the absence of additional financing, closing our acquisition,
      or
      locating a strategic partner willing to finance further expenses, our short-term
      and long-term prospects for growth are minimal.








RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS





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





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








10





In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value,
      and expands disclosures about fair value measurements. SFAS No. 157 applies
      under other accounting pronouncements that require or permit fair value
      measurements. However, it does not apply to SFAS 123(R), Share-Based Payment. SFAS No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. Earlier
      application is encouraged; provided, however,
      that an entity has
      not yet issued financial statements for that fiscal year, including financial
      statements for any interim period within that fiscal year. The provisions of
      SFAS No. 157 should be applied prospectively as of the beginning of the fiscal
      year in which SFAS No. 157 is initially applied, except in some limited
      circumstances in which the statement shall be applied retrospectively. At
      present, we are evaluating the impact, if any, that the adoption of SFAS 157
      will have on our consolidated financial statements.





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




In
        September, 2006 the Securities and Exchange Commission issued Staff Accounting
        Bulletin (“SAB”) No. 108, Considering the Effects
        of Prior
        year Misstatements When Quantifying Misstatements in Current Year Financial
        Statements. SAB No. 108 clarifies the staff’s position regarding the
        process of quantifying financial statement misstatements. More specifically,
        the
        staff noted that certain registrants do not consider the effects of prior
        year
        errors on current year financial statements, thereby allowing improper assets
        or
        liabilities to remain unadjusted. The staff believes this approach is not
        in the
        best interests of the users of the financial statements. SAB No. 108 is
        effective for financial statements for fiscal years ending on or after November
        15, 2006, with earlier adoption encouraged. At present, we are evaluating
        the
        impact, if any, that the adoption of SAB No. 108 will have on our consolidated
        financial statements.





11




RISK
      FACTORS





Our
      business entails a significant degree of risk and uncertainty, and an investment
      in our securities should be considered highly speculative. What follows is
      a
      general description of the material risks and uncertainties, which may adversely
      affect our business, our financial condition, including liquidity and
      profitability, and our results of operations, ultimately affecting the value
      of
      an investment in shares of our common stock. In addition to other information
      contained in this annual report on Form 10-KSB, you should carefully consider
      the following cautionary statements and risk factors.





GENERAL
      BUSINESS RISKS





We
      are a development stage company and based on our historical operating losses
      and
      negative cash flows from operating activities there is uncertainty as to our
      ability to continue as a going concern.





We
      have a
      history of operating losses and negative cash flows from operating activities.
      In the event that we are unable to achieve or sustain profitability or are
      otherwise unable to secure external financing, we may not be able to meet our
      obligations as they come due, raising substantial doubts as to our ability
      to
      continue as a going concern. Any such inability to continue as a going concern
      may result in our security holders losing their entire investment. Our
      consolidated financial statements, which have been prepared in accordance with
      generally accepted accounting principles, contemplate that we will continue
      as a
      going concern and do not contain any adjustments that might result if we were
      unable to continue as a going concern. Changes in our operating plans, our
      existing and anticipated working capital needs, the acceleration or modification
      of our expansion plans, lower than anticipated revenues, increased expenses,
      potential acquisitions or other events will all affect our ability to continue
      as a going concern.




Our
        liquidity and capital resources are very limited.
 
 Our
        ability to fund working capital and anticipated capital expenditures will
        depend
        on our future performance, which is subject to general economic conditions,
        our
        customers, actions of our competitors and other factors that are beyond our
        control. Our ability to fund operating activities is also dependent upon
        (i) the
        extent and availability of bank and other credit facilities, (ii) our ability
        to
        access external sources of financing, and (iii) our ability to effectively
        manage our expenses in relation to revenues. There can be no assurance that
        our
        operations and access to external sources of financing will continue to provide
        resources sufficient to satisfy our liabilities arising in the ordinary course
        of business.





12





Our
      deficit accumulated during the development stage makes it more difficult to
      borrow funds.





As
      of the
      fiscal year ended September 30, 2007, and as a result of historical operating
      losses from in prior years, our deficit accumulated during the development
      stage
      was $1,174,419. Lenders generally regard a deficit accumulated during the
      development stage as a negative factor in assessing creditworthiness, and for
      this reason, the extent of our deficit accumulated during the development stage
      coupled with our historical operating losses will negatively impact our ability
      to borrow funds if and when required. Any inability to borrow funds, or a
      reduction in favorability of terms upon which we are able to borrow funds,
      including the amount available to us, the applicable interest rate and the
      collateralization required, may affect our ability to meet our obligations
      as
      they come due, and adversely affect on our business, financial condition, and
      results of operations, raising substantial doubts as to our ability to continue
      as a going concern.




From
      inception, we have historically generated minimal revenues while sustaining
      considerable operating losses and we anticipate incurring continued operating
      losses and negative cash flows in the foreseeable future resulting in
      uncertainty of future profitability and limitation on our
      operations.





From
      inception, we have generated minimal revenues and experienced negative cash
      flows from operating losses. We anticipate continuing to incur such operating
      losses and negative cash flows in the foreseeable future, and to accumulate
      increasing deficits as we increase our expenditures for (i) infrastructure,
      (ii)
      sales and marketing, and (iii) general business enhancements. Any increases
      in
      our operating expenses will require us to achieve significant revenue before
      we
      can attain profitability. In the event that we are unable to achieve
      profitability or raise sufficient funding to cover our losses we may not be
      able
      to meet our obligations as they come due, raising substantial doubts as to
      our
      ability to continue as a going concern.




RISKS
        ASSOCIATED WITH OUR BUSINESSES AND INDUSTRIES
 
 ALTHOUGH
        MANY OF THE RISKS BELOW APPLY TO BUSINESSES WE HAVE DISCONTINUED, THERE IS
        STILL
        THE POSSIBLITY OF LIABILITY AND RISKS ASSSOCIATED WITH OUR HAVING CONDUCTED
        SUCH
        BUSINESS
 
 We
        are dependent for our near-term cash and financial prospects on the closing
        of
        the acquisition of Vibe Records.
 
 We
        are
        currently in the process of attempting to acquire Vibe Records.  There
        can be no assurance that this acquisition will occur.  If it does not,
        we lack a clear and certain business strategy going forward.  We do
        not have any other arrangements in place and do not have any understanding
        with
        any other potential strategic business partners and we may never find such
        suitable partners.  Without a partner, our business will have
        significant challenges to its viability.
 
 We
        are susceptible to individuals selling forged or stolen works as original,
        investment grade works of art.
 
 Retailers
        of collectible, investment grade works of art are particularly susceptible
        to
        unscrupulous individuals selling forged or stolen works as originals. There
        are
        significant federal, state and local penalties associated with selling forged
        or
        stolen works of art or works that violate existing copyright laws. Although
        we
        make every effort to ensure that our collectible, investment grade works
        of art
        are acquired from reputable sources, there can be no assurance that we may
        not
        acquire one or more forged or stolen works and, consequently, become liable
        for
        the subsequent resale of such works. Should this occur, our business, financial
        condition and results of operations will be negatively
        affected.







13








If
      our published works infringe upon proprietary rights of others, lawsuits may
      be
      brought requiring us to pay large legal expenses and judgments, and redesign,
      revise or discontinue selling one or more of our published works.





We
      are
      not aware of any circumstances under which our published works infringe upon
      any
      valid existing proprietary rights of third parties. However, as has happened
      in
      the past, infringement claims can arise at any time, whether or not meritorious,
      and could result in costly litigation or require us to enter into royalty or
      licensing agreements. If we are found to have infringed the proprietary rights
      of others, we could be required to pay damages, revise or redesign our published
      works or discontinue their sale. Any of these outcomes, individually or
      collectively, would negatively affect on our business, financial condition
      and
      results of operations. See “Business—Intellectual Property”.





We
      may be subject to adverse publicity or claims by consumers arising out of
      information contained in the FDR or other future health and fitness related
      books and materials.





We
      may be
      subject to complaints from or litigation by consumers, whether or not
      meritorious, relating to information contained in the FDR or other future health
      and fitness related books and materials. The FDR contains a clear disclaimer
      indicating that is not intended to give medical advice or to treat or diagnose
      any medical condition, however, due to the nature of the material in the FDR
      there remains the risk that it may be misperceived as offering such advice
      or
      misused by our previous customers. Consumer claims could arise at any time
      and,
      should they, we may not be successful in defending against them. Any litigation,
      regardless of the outcome, would entail significant costs and use of management
      time, which could impair our ability to generate revenue and profit. Moreover,
      were the FDR, or any of our future health and fitness related books and
      materials, construed as giving medical advice, we would become subject to an
      incredibly complex network of federal, state and local regulations and
      prohibitions that involve substantial civil and criminal penalties. For these
      reasons or, should we be found liable with regard to a claim arising out of
      the
      FDR or any future health and fitness related books and materials, our business,
      financial condition, and results of operations would be negatively
      affected.





We
      face substantial competition in attracting and retaining qualified senior
      management and key personnel and may be unable to develop and grow our business
      if we cannot attract and retain as necessary, or if we were to lose our
      existing, senior management and key personnel.





As
      a
      development stage company, our success, to a large extent, depends upon our
      ability to attract, hire and retain highly qualified and knowledgeable senior
      management and key personnel who possess the skills and experience necessary
      to
      satisfy our business and client service needs. Our ability to attract and retain
      such senior management and key personnel will depend on numerous factors,
      including our ability to offer salaries, benefits and professional growth
      opportunities that are comparable with and competitive to those offered by
      more
      established companies operating in our industries and market segments. We may
      be
      required to invest significant time and resources in attracting and retaining,
      as necessary, additional senior management and key personnel, and many of the
      companies with which we will compete for any such individuals have greater
      financial and other resources, affording them the ability to undertake more
      extensive and aggressive hiring campaigns, than we can. Furthermore, an
      important component to overall compensation offered to senior management and
      key
      personnel may be equity. If our stock prices do not appreciate over time, it
      may
      be difficult for us to attract and retain senior management and key personnel.
      Moreover, should we lose our key personnel, we may be unable to prevent the
      unauthorized disclosure or use of our trade secrets, including our practices,
      procedures or client lists. The normal running of our operations may be
      interrupted, and our financial condition and results of operations negatively
      affected, as a result of any inability on our part to attract or retain the
      services of qualified and experienced senior management and key personnel,
      our
      existing key personnel leaving and a suitable replacement not being found,
      or
      should any former senior key personnel disclose our trade secrets.








14





The
      loss of our Chief Executive Officer could have a material adverse effect on
      our
      business.





Our
      success depends to a large degree upon the skills, network and professional
      business contacts of our Chief Executive Officer, James Price. We presently
      do
      not maintain key person life insurance on, and have no employment agreement
      with, Mr. Price, and there can be no assurance that we will be able to retain
      him or, should he choose to leave us for any reason, to attract and retain
      a
      replacement or additional key executives. The loss of our Chief Executive
      Officer would have a material adverse effect on our business, our financial
      condition, including liquidity and profitability, and our results of operations,
      raising substantial doubts as to our ability to continue as a going
      concern.





Certain
      conflicts of interest exist between us and our Chief Executive Officer, James
      Price.





Our
      Chief
      Executive Officer, James Price, has other outside business interests to which
      he
      currently devotes time and attention, and it is expected that he will continue
      to do so in the future. As a result, conflicts of interest may arise between
      us
      and Mr. Price with respect to our operating affairs as well as the amount of
      time which Mr. Price devotes to our business as opposed to his other business
      interests. Furthermore, Mr. Price may, in the future, participate in outside
      business ventures which compete directly with our own. We do not presently
      have
      in place any procedures which would provide a means for resolving potential
      conflicts of interest that might occur in these regards, and there can be no
      assurance that Mr. Price will resolve any such conflicts in a manner that is
      satisfactory to our shareholders. Should Mr. Price’s outside business interests
      conflict with our own, our business, financial condition and results of
      operations will be negatively affected.





RISKS
      ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK





Unless
      an active trading market develops for our securities, you may not be able to
      sell your shares.





Although,
      we are a reporting company and our common shares are quoted on the OTC Bulletin
      Board (owned and operated by the Nasdaq Stock Market, Inc.) under they symbol
      “BAQU”, there is not currently an active trading market for our common stock and
      an active trading market may never develop or, if it does develop, may not
      be
      maintained. Failure to develop or maintain an active trading market will have
      a
      generally negative affect on the price of our common stock, and you may be
      unable to sell your common stock or any attempted sale of such common stock
      may
      have the affect of lowering the market price and therefore your investment
      could
      be a partial or complete loss.











15





Since
      our common stock is thinly traded it is more susceptible to extreme rises or
      declines in price, and you may not be able to sell your shares at or above
      the
      price paid.





Since
      our
      common stock is thinly traded its trading price is likely to be highly volatile
      and could be subject to extreme fluctuations in response to various factors,
      many of which are beyond our control, including:





·
            the
                trading volume of our shares;




·
            the
                number of securities analysts, market-makers and brokers following
                our
                common stock;





·
            changes
                in, or failure to achieve, financial estimates by securities
                analysts;





·
            new
                products or services introduced or announced by us or our
                competitors;





·
            actual
                or anticipated variations in quarterly operating
                results;





·
            conditions
                or trends in our business
                industries;





·
            announcements
                by us of significant acquisitions, strategic partnerships, joint
                ventures
                or capital commitments;





·
            additions
                or departures of key personnel;





·
            sales
                of our common stock; and





·
            general
                stock market price and volume fluctuations of publicly-traded, and
                particularly microcap, companies.





You
      may
      have difficulty reselling shares of our common stock, either at or above the
      price you paid, or even at fair market value. The stock markets often experience
      significant price and volume changes that are not related to the operating
      performance of individual companies, and because our common stock is thinly
      traded it is particularly susceptible to such changes. These broad market
      changes may cause the market price of our common stock to decline regardless
      of
      how well we perform as a company. In addition, securities class action
      litigation has often been initiated following periods of volatility in the
      market price of a company’s securities. A securities class action suit against
      us could result in substantial legal fees, potential liabilities and the
      diversion of management’s attention and resources from our business. Moreover,
      and as noted below, our shares are currently traded on the OTC Bulletin Board
      and, further, are subject to the penny stock regulations. Price fluctuations
      in
      such shares are particularly volatile and subject to manipulation by
      market-makers, short-sellers and option traders.








16





Trading
      in our common stock on the OTC Bulletin Board may be limited thereby making
      it
      more difficult for you to resell any shares you may own.





Our
      common stock is quoted on the OTC Bulletin Board (owned and operated by the
      Nasdaq Stock Market, Inc.). The OTC Bulletin Board is not an exchange and,
      because trading of securities on the OTC Bulletin Board is often more sporadic
      than the trading of securities listed on a national exchange or on the Nasdaq
      National Market, you may have difficulty reselling any of the shares of our
      common stock that you may own.





Our
      common stock is subject to the “penny stock” regulations, which are likely to
      make it more difficult to sell.





Our
      common stock is considered a “penny stock,” which generally is a stock trading
      under $5.00 and not registered on a national securities exchange or quoted
      on
      the Nasdaq National Market. The SEC has adopted rules that regulate
      broker-dealer practices in connection with transactions in penny stocks. These
      rules generally have the result of reducing trading in such stocks, restricting
      the pool of potential investors for such stocks, and making it more difficult
      for investors to sell their shares once acquired. Prior to a transaction in
      a
      penny stock, a broker-dealer is required to:





·
            deliver
                to a prospective investor a standardized risk disclosure document
                that
                provides information about penny stocks and the nature and level
                of risks
                in the penny stock market;





·
            provide
                the prospective investor with current bid and ask quotations for
                the penny
                stock;





·
            explain
                to the prospective investor the compensation of the broker-dealer
                and its
                salesperson in the transaction;





·
            provide
                investors monthly account statements showing the market value of
                each
                penny stock held in the their account;
                and





·
            make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser’s written agreement
                to the transaction.





These
      requirements may have the effect of reducing the level of trading activity
      in
      the secondary market for a stock that is subject to the penny stock rules.
      Since
      our common stock is subject to the penny stock rules, investors in our common
      stock may find it more difficult to sell their shares.












17





Future
      issuances by us or sales of our common stock by our officers or directors may
      dilute your interest or depress our stock price.





We
      may
      issue additional shares of our common stock in future financings or may
      institute and grant stock options to our employees, officers, directors and
      consultants under a future stock incentive plan. Any such issuances could have
      the effect of depressing the market price of our common stock and, in any case,
      would dilute the interests of our common stockholders. Such a depression in
      the
      value of our common stock could reduce or eliminate amounts that would otherwise
      have been available to pay dividends on our common stock (which are unlikely
      in
      any case) or to make distributions on liquidation. Furthermore, shares owned
      by
      our officers or directors which are registered in a registration statement,
      or
      which otherwise may be transferred without registration under the Securities
      Act
      to the extent permitted by Rule 144 or other exemptions under the Securities
      Act, may be sold. Because of the perception by the investing public that a
      sale
      by such insiders may be reflective of their own lack of confidence in our
      prospects, the market price of our common stock could decline as a result of
      a
      sell-off following sales of substantial amounts of common stock by our officers
      and directors into the public market, or the mere perception that these sales
      could occur.





We
      do not intend to pay any common stock dividends in the foreseeable
      future.





We
      have
      never declared or paid a dividend on our common stock and, because we have
      very
      limited resources and a substantial accumulated deficit, we do not anticipate
      declaring or paying any dividends on our common stock in the foreseeable future.
      Rather, we intend to retain earnings, if any, for the continued operation and
      expansion of our business. It is unlikely, therefore, that the holders of our
      common stock will have an opportunity to profit from anything other than
      potential appreciation in the value of our common shares held by them. If you
      require dividend income, you should not rely on an investment in our common
      stock.



























18





ITEM
      7. FINANCIAL STATEMENTS.













TABLE
      OF CONTENTS





PageReport
                of Independent Registered Public Accounting Firm
            F-2Consolidated
                Balance Sheets as of September 30, 2007 and 2006
            F-3Consolidated
                Statements of Operations for the Years Ended September 30, 2007 and
                2006,
                 and for the period from January 17, 2003 (Date of Inception) through
                September 30, 2007
            F-4Consolidated
                Statements of Stockholders’ Deficit for the Years Ended September 30, 2007
                and 2006,  and for the period from January 17, 2003 (Date of
                Inception) through September 30, 2007
            F-5Consolidated
                Statements of Cash Flows for the Years Ended September 30, 2007 and
                2006,
                 and for the period from January 17, 2003 (Date of Inception) through
                September 30, 2007
            F-6Notes
                to the Consolidated Financial Statements
            F-7






































F-1




HANSEN,
                BARNETT &
                MAXWELL,
                P.C.A
                Professional CorporationCERTIFIED
                PUBLIC ACCOUNTANTS
            
            Registered
                with the Public Company5
                Triad Center, Suite 750
            
            Accounting
                Oversight BoardSalt
                Lake City, UT 84180-1128Phone:
                (801) 532-2200
              Fax:
                (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 consolidated balance sheets of Benacquista Galleries,
      Inc. and subsidiary (a development stage enterprise) as of September 30, 2007
      and 2006, and the related consolidated statements of operations, stockholders’
deficit, and cash flows for the years ended September 30, 2007 and 2006, and
      for
      the period from January 17, 2003 (Date of Inception) through September 30,
      2007.
      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 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. and subsidiary as of September 30, 2007 and 2006, and the
      results of its operations and its cash flows for the years ended September
      30,
      2007 and 2006, and for the period from January 17, 2003 (Date of Inception)
      through September 30, 2007 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 3 to the financial
      statements, the Company has incurred significant losses from continuing
      operations and negative cash flows from operating activities during each of
      the
      two years in the period ended September 30, 2007, and for the period from
      January 17, 2003 (date of inception) through September 30, 2007. As of September
      30, 2007 the Company had a deficit accumulated during the development stage
      of
      $1,174,419 and negative working capital of $84,709. These matters raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans regarding those matters are also described in Notes 3 and 12. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.











HANSEN,
      BARNETT & MAXWELL. P.C.





Salt
      Lake
      City, Utah


December
      14, 2007














F-2




BENACQUISTA
      GALLERIES, INC. AND SUBSIDIARY


(A
      Development Stage Enterprise)


CONSOLIDATED
      BALANCE SHEETS





September
                30,
            
            
            September
                30,2007
            
            
            2006ASSETSCurrent
                AssetsCash
            
            $
            -
            
            
            $
            1,170Inventory
            
            
            -
            
            
            
            906,131Accrued
                interest receivable
            
            
            -
            
            
            
            3,768Total Current Assets
            
            
            -
            
            
            
            911,069Total
                Assets
            
            $
            -
            
            
            $
            911,069LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                LiabilitiesAccounts
                payable
            
            $
            13,188
            
            
            $
            25,080Accrued
                interest payable
            
            
            -
            
            
            
            65,578Unearned
                income
            
            
            -
            
            
            
            65,461Due
                to majority shareholder
            
            
            71,521
            
            
            
            190,938Note
                payable to majority shareholder
            
            
            -
            
            
            
            1,012,127Total Current Liabilities
            
            
            84,709
            
            
            
            1,359,184Long-Term
                Liabilities
            
            
            -
            
            
            
            -Total Liabilities
            
            
            84,709
            
            
            
            1,359,184Commitments
                and Contingencies
            
            
            -
            
            
            
            -Stockholders'
                DeficitCommon
                Stock- $0.001 par value; 5,000,000 shares authorized;1,075,666
                and 1,100,113 shares issued, respectively;1,072,666
                and 1,097,713 shares outstanding, respectively
            
            
            1,075
            
            
            
            1,100Treasury
                stock-at cost 2,400 and 2,400 shares, respectively
            
            
            (9,867
            )
            
            
            (9,867
            )Additional
                paid-in-capital
            
            
            1,098,502
            
            
            
            1,105,008Stock
                subscription receivable
            
            
            -
            
            
            
            (292,596
            )Accumulated
                deficit
            
            
            (1,174,419
            )
            
            
            (1,251,760
            )Total Stockholders' Deficit
            
            
            (84,709
            )
            
            
            (448,115
            )Total Liabilities and Stockholders' Deficit
            
            $
            -
            
            
            $
            911,069











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





F-3





BENACQUISTA
      GALLERIES, INC.


(A
      Development Stage Enterprise)


CONSOLIDATED
      STATEMENTS OF OPERATIONS




January
                17,2003(Inception)For
                the Year Ended
            
            
            throughSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
                expensesResearch
                and development
            
            
            5,000
            
            
            
            -
            
            
            
            5,000General
                and administrative
            
            
            158,234
            
            
            
            581,177
            
            
            
            979,348Total
                operating expenses
            
            
            163,234
            
            
            
            581,177
            
            
            
            984,348Loss
                from operations
            
            
            (163,234
            )
            
            
            (581,177
            )
            
            
            (984,348
            )Other
                income (expense)Interest
                income
            
            
            7,535
            
            
            
            43,346
            
            
            
            55,127Interest
                expense
            
            
            (26,332
            )
            
            
            (50,613
            )
            
            
            (191,915
            )Forgiveness
                of accounts payable
            
            
            -
            
            
            
            8,850
            
            
            
            8,850Total
                other income (expense)
            
            
            (18,797
            )
            
            
            1,583
            
            
            
            (127,938
            )Net
                loss from continuing operations
            
            
            (182,031
            )
            
            
            (579,594
            )
            
            
            (1,112,286
            )Discontinued
                operationsLoss
                from discontinued operations
            
            
            (4,430
            )
            
            
            (180,755
            )
            
            
            (325,935
            )Gain
                on sale of YNOT
            
            
            263,802
            
            
            
            -
            
            
            
            263,802Income
                (loss) from discontinued operations
            
            
            259,372
            
            
            
            (180,755
            )
            
            
            (62,133
            )Net
                income (loss)
            
            $
            77,341
            
            
            $
            (760,349
            )
            
            $
            (1,174,419
            )Basic
                and diluted loss (income) per share from:Continuing
                operations
            
            $
            (0.17
            )
            
            $
            (0.53
            )Discontinued
                operations
            
            
            0.24
            
            
            $
            (0.16
            )Net
                income (loss) per share
            
            $
            0.07
            
            
            $
            (0.69
            )Weighted
                average number of shares outstanding
            
            
            1,085,562
            
            
            
            1,099,410


















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





F-4





BENACQUISTA
      GALLERIES, INC.


(A
      Development Stage Enterprise)


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT




DeficitAccumulatedAdditional
            
            
            Stock
            
            
            
            
            
            During
                theCommon
                Stock
            
            
            Paid-in
            
            
            Subscription
            
            
            Treasury
            
            
            DevelopmentShares
            
            
            Amount
            
            
            Capital
            
            
            Receivable
            
            
            Stock
            
            
            Stage
            
            
            TotalBalance
                January 17, 2003(date of inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
                issued for cash,
              January
                2003, $0.001 per share
            
            
            1,000,113
            
            
            
            1,000
            
            
            
            9,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10,000Capital
                contributions
            
            
            -
            
            
            
            -
            
            
            
            26,350
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            26,350Net
                loss for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (68,150
            )
            
            
            (68,150
            )Balance
                - September 30, 2003
            
            
            1,000,113
            
            
            
            1,000
            
            
            
            35,350
            
            
            
            -
            
            
            
            -
            
            
            
            (68,150
            )
            
            
            (31,800
            )Capital
                contributions
            
            
            -
            
            
            
            -
            
            
            
            48,110
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            48,110Net
                loss for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (94,564
            )
            
            
            (94,564
            )Balance
                - September 30, 2004
            
            
            1,000,113
            
            
            $
            1,000
            
            
            $
            83,460
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (162,714
            )
            
            $
            (78,254
            )Shares
                issued underlying warrants issued for notes receivable
            
            
            100,000
            
            
            
            100
            
            
            
            999,900
            
            
            
            (1,000,000
            )
            
            
            -
            
            
            
            -
            
            
            
            -Capital
                contributions
            
            
            -
            
            
            
            -
            
            
            
            18,598
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            18,598Net
                loss for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (328,697
            )
            
            
            (328,697
            )Balance
                - September 30, 2005
            
            
            1,100,113
            
            
            
            1,100
            
            
            
            1,101,958
            
            
            
            (1,000,000
            )
            
            
            -
            
            
            
            (491,411
            )
            
            
            (388,353
            )Collections
                of Stock subscription notes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            253,543
            
            
            
            -
            
            
            
            -
            
            
            
            253,543Stock
                subscription notes paid in services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            453,861
            
            
            
            -
            
            
            
            -
            
            
            
            453,861Purchases
                of treasury stock
            
            
            (2,400
            )
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            (9,867
            )
            
            
            -
            
            
            
            (9,867
            )Capital
                contributions
            
            
            -
            
            
            
            -
            
            
            
            3,050
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,050Net
                loss for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            (760,349
            )
            
            
            (760,349
            )Balance
                - September 30, 2006
            
            
            1,097,713
            
            
            $
            1,100
            
            
            $
            1,105,008
            
            
            $
            (292,596
            )
            
            $
            (9,867
            )
            
            $
            (1,251,760
            )
            
            $
            (448,115
            )Capital
                Contribution
            
            
            -
            
            
            
            -
            
            
            
            297,369
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            297,369Repurchase
                of stock
            
            
            (25,000
            )
            
            
            (25
            )
            
            
            (303,875
            )
            
            
            292,596
            
            
            
            
            
            
            
            -
            
            
            
            (11,304
            )Cancellation
                of shares
            
            
            (47
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
                income for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            77,341
            
            
            
            77,341Balance
                - September 30, 2007
            
            
            1,072,666
            
            
            $
            1,075
            
            
            $
            1,098,502
            
            
            $
            -
            
            
            $
            (9,867
            )
            
            $
            (1,174,419
            )
            
            $
            (84,709
            )




















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


















F-5





BENACQUISTA
      GALLERIES, INC.


(A
      Development Stage Enterprise)


CONSOLIDATED
      STATEMENTS OF CASHFLOWS




January
                17,2003(Inception)For
                the Years Ended
            
            
            throughSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007Cash
                Flows From Operating ActivitiesNet
                income (loss)
            
            $
            77,341
            
            
            $
            (760,349
            )
            
            $
            (1,174,419
            )Adjustments
                to reconcile net income (loss) to net
                cash from operating activities:Gain
                on sale of stock of subsidiary
            
            
            (263,802
            )
            
            
            -
            
            
            
            (263,802
            )Services
                received for notes receivable
            
            
            -
            
            
            
            453,861
            
            
            
            453,861Forgiveness
                of accounts payable
            
            
            -
            
            
            
            (8,850
            )
            
            
            (8,850
            )Write
                off of bad debt
            
            
            -
            
            
            
            20,150
            
            
            
            20,150Advertising
                expense - web content purchase
            
            
            -
            
            
            
            -
            
            
            
            150,000Changes
                in operating assets and liabilitiesAccounts
                receivable
            
            
            -
            
            
            
            (20,150
            )
            
            
            (20,150
            )Inventory
            
            
            -
            
            
            
            (64,754
            )
            
            
            (44,004
            )Accrued
                interest receivable
            
            
            (7,535
            )
            
            
            479
            
            
            
            (11,303
            )Accounts
                payable
            
            
            (11,394
            )
            
            
            7,544
            
            
            
            22,536Accrued
                interest
            
            
            26,332
            
            
            
            (49,393
            )
            
            
            91,910Unearned
                income
            
            
            36,665
            
            
            
            65,461
            
            
            
            102,126Net
                Cash From Operating Activities
            
            
            (142,393
            )
            
            
            (356,001
            )
            
            
            (681,945
            )Cash
                Flows From Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
                Flows From Financing ActivitiesPrincipal
                payments from stock subscription notes receivable
            
            
            -
            
            
            
            253,543
            
            
            
            253,543Advances
                from majority shareholder
            
            
            171,223
            
            
            
            269,938
            
            
            
            522,161Payments
                to majority shareholder
            
            
            (30,000
            )
            
            
            (160,000
            )
            
            
            (190,000
            )Capital
                contribution from majority shareholder
            
            
            -
            
            
            
            3,050
            
            
            
            96,108Purchase
                of treasury stock
            
            
            -
            
            
            
            (9,867
            )
            
            
            (9,867
            )Sale
                of common stock
            
            
            -
            
            
            
            -
            
            
            
            10,000Net
                Cash From Financing Activities
            
            
            141,223
            
            
            
            356,664
            
            
            
            681,945Net
                Change in Cash
            
            
            (1,170
            )
            
            
            663
            
            
            
            -Cash
                at Beginning of Period
            
            
            1,170
            
            
            
            507
            
            
            
            -Cash
                at End of Period
            
            $
            -
            
            
            $
            1,170
            
            
            $
            -Supplemental
                Cash Flow InformationCash
                paid for interest
            
            $
            -
            
            
            $
            100,000
            
            
            $
            100,000Non-Cash
                Investing and Financing ActivitiesSpin
                out of YNOT for note payable
            
            $
            263,802
            
            
            $
            -
            
            
            $
            263,802Exchange
                of Monarch stock subscription note receivable for stock
            
            
            303,899
            
            
            
            -
            
            
            
            303,899Exchange
                of art inventory for note payable and accrued interest
            
            
            1,203,499
            
            
            
            -
            
            
            
            1,203,499Shares
                underlying warrants issued in exchange for notes
                receivable
            
            
            -
            
            
            
            -
            
            
            
            1,000,000Acquistion
                of web content by issuance of note to majority shareholder
            
            
            -
            
            
            
            -
            
            
            
            150,000











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





F-6





BENACQUISTA
      GALLERIES, INC.


(A
      Development Stage Enterprise)


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
      30, 2007 AND 2006





NOTE
      1 - NATURE OF BUSINESS





Organization
      and
      Nature of Operations — On January 17, 2003, Benacquista Galleries, Inc.
      (“the Company”) was organized under the laws of the State of Nevada. On October
      10, 2005 the Company formed a wholly owned subsidiary named YNOT Eduk8, Inc.
      for
      the purpose of pursuing the business opportunities related to the acquisition
      of
      the website content of www.ynoteduk8.com from YNOT Education, Inc. in September,
      2005 as described in Note 10. YNOT Eduk8, Inc. (“YNOT”) has no business
      operations activity since inception. The Company is considered a development
      stage enterprise and is in the process of developing markets for its products
      and raising capital to fund operations. As such, the Company has since inception
      spent most of its efforts in developing its business plan, acquiring inventory,
      and in raising capital to fund its operations. The Company has relied
      principally upon cash flows from equity issuances and capital contributions
      from
      its majority shareholder to sustain operations. The majority shareholder of
      the
      Company is Mr. James Price, our Chief Executive Officer and Chairman of the
      Board, who owns approximately 81.5% of the outstanding common stock of the
      Company as of September 30, 2007. The planned operations of the Company
      consisted of selling art work through the internet and in September 2005
      obtained the exclusive publishing rights to the “Farmacist Desk Reference”
(“FDR”). On March 27, 2007 the Company transferred certain contracts related to
      the FDR and related liabilities to YNOT and subsequently sold its interest
      in
      YNOT as described more fully in Note 9. On April 10, 2007 the Company
      transferred its inventory, consisting of works of art to Mr. James Price in
      exchange for certain obligations as described more fully in Note 9. As a result
      of these transactions, the Company has treated these operations as discontinued
      in the accompanying statements of operations for the three and nine months
      ended
      September 30, 2007 and for the period from January 17, 2003 (inception) to
      September 30, 2007 as more fully described in Note 10. The Company has restated
      its historic statement of operations to conform to such
      presentation.





NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Consolidation
—The consolidated financial statements contain the accounts of the Company
      for all periods presented and the accounts of its wholly owned subsidiary,
      YNOT
      Eduk8, Inc. since its inception on October 10, 2005 until the sale of the
      Company’s interest in YNOT on March 27, 2007 as more fully described in Note 9.
      All intercompany accounts and transactions have been eliminated in
      consolidation.





Cash—
      Cash as
      of September 30, 2006 consists of a deposit with a bank. There are no amounts
      in
      excess of federally insured limits as of September 30, 2007 and
      2006.





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





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





Advertising
      Expense— Advertising costs are expensed as incurred. Advertising expense
      for the years ended September 30, 2007 and 2006 was $5,841 and $110,654,
      respectively.





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








F-7





Use
      of Estimates
— The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect certain reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Actual results could differ
      from those estimates.





Fair
      Value of
      Financial Instruments— The carrying amounts reported in the accompanying
      consolidated financial statements for current assets approximate fair values
      because of the immediate or short-term maturities of these financial
      instruments.





Net
      Income (Loss)
      Per Share-Basic and Diluted— Basic income (loss) per common share is
      computed on the basis of the weighted-average number of common shares
      outstanding during the period. Diluted income per share is computed on the
      basis
      of the weighted-average number of common shares and all potentially issuable
      common shares outstanding during the year. There are no potentially dilutive
      securities as of September 30, 2007 and 2006.





Recently
      Issued
      Accounting Pronouncements— In September 2006, the FASB issued Statement
      of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS
      157),
      which defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles and requires additional disclosures
      about fair value measurements. SFAS 157 aims to improve the consistency and
      comparability of fair value measurements by creating a single definition of
      fair
      value. The Statement emphasizes that fair value is not entity-specific, but
      instead is a market-based measurement of an asset or liability. SFAS 157 upholds
      the requirements of previously issued pronouncements concerning fair value
      measurements and expands the required disclosures. This Statement is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, however earlier application is permitted provided the reporting entity
      has
      not yet issued financial statements for that fiscal year. The Company does
      not
      believe that the adoption of SFAS 157 will have a material effect on its
      consolidated financial statements.





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





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




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities", including an amendment of FASB
      Statement No. 115 SFAS 159. This pronouncement permits entities to choose to
      measure many financial instruments and certain other items at fair value that
      are not currently required to be measured at fair value. SFAS 159 is effective
      as of the beginning of an entity's first fiscal year that begins after November
      15, 2007. The impact of adopting SFAS 159 on the Company's consolidated
      financial statements, if any, has not yet been determined.







F-8





In
      December 2007, the FASB issued FASB Statement No. 141 (R), “Business
      Combinations” (FAS 141(R)), which establishes accounting principles and
      disclosure requirements for all transactions in which a company obtains control
      over another business. Statement 141 (R) applies prospectively to business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15, 2008.
      Earlier adoption is prohibited. The Company is in the process of determining
      the
      effect, if any, that the adoption of FAS 141(R) will have on its results of
      operations or financial position.





NOTE
      3  -  GOING
      CONCERN





Business
      Condition— The Company has a limited operating history. The accompanying
      consolidated financial statements have been prepared in conformity with
      generally accepted accounting principles which contemplate continuation of
      the
      Company as a going concern. During the year ended September 30, 2007, the
      Company had a net loss from continuing operations of $182,031 and it had
      negative cash flows from operations of $142,393. In addition, the Company had
      a
      deficit accumulated in the development stage of $1,174,419 as of September
      30,
      2007. This situation raises substantial doubt about its ability to continue
      as a
      going concern.





As
      a
      result of the Company being unable to fully execute its business plan, on March
      27, 2007 the Company sold its interest in YNOT as more fully described in Note
      9. In addition, the Company transferred its inventory to Mr. James Price in
      exchange for certain obligations payable to Mr. Price as more fully described
      in
      Note 9. In addition, on
      November 12, 2007, the Company entered
      into a Share Exchange Agreementas more fully described
      in Note 12.The financial statements do not include any adjustments relating to
      the
      recoverability and classification of asset carrying amounts or the amount and
      classification of liabilities that might result should the Company be unable
      to
      continue as a going concern.





NOTE
      4  -  INVENTORY





Value—
      Inventories are stated at the lower of cost or market. When there is evidence
      that the inventory value is less than the original cost, the inventory is
      reduced to market value. The Company determines market value from periodic
      professional appraisals.





Composition— Art inventory as of September 30, 2006 is composed of 293 pieces of
      art
      with a cost of $906,131 consisting of oil-on-canvas, lithograph and pastel
      paintings, bronze and ceramic sculptures and other miscellaneous
      items.  During 2007, all inventory was given to settle related party
      payables as more fully described in Note 9.





NOTE
      5 - INVESTMENT





On
      December 18, 2006, the Company entered into a Stock Purchase Agreement with
      Whole In One Products, Inc. (“Whole In One”), a Nevada corporation, for the
      purchase of 4,900,000 shares of Whole In One’s restricted voting common stock in
      consideration of $10,000, representing a 49% interest in Whole in One. Whole
      In
      One had no operations and no gains or losses were recognized by the Company.
      On
      February 2, 2007 the Company and Whole in One cancelled the agreement and the
      Company reversed the obligation.





NOTE
      6  -  UNEARNED
      REVENUE





Unearned
      revenue as of September 30, 2007 and 2006 of $0 and $65,461 respectively,
      represents prepayments received on book orders that had not been shipped to
      the
      customer. This obligation was assumed by the buyer of YNOT as of March 27,
      2007
      as more fully described in Note 9.





NOTE
      7  -  STOCKHOLDERS’
      EQUITY





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





F-9





Common
      Stock— In January 2003, the Company issued 1,000,113 shares of common stock
      to
      various individuals, including officers of the Company, for cash proceeds of
      $10,000 or $0.01 per share. In August and September, 2005 the Company issued
      100,000 shares of common stock upon the exercise of warrants.





Additional
      Paid-in Capital— The majority shareholder has made a total of $96,108
      cash contributions for the period January 17, 2003 (date of inception) through
      September 30, 2007.  In addition, the excess of certain obligations
      due to the majority shareholder over the recorded value of the inventory
      transferred was recorded as additional paid in capital as a contribution from
      the majority shareholder in the amount of $297,369 as more fully described
      in
      Note 9.





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




In
      April
      2007, the Company entered into a settlement and release agreement with Monarch
      Consulting pursuant to which the Company released Monarch from its remaining
      obligations of $292,596 plus accrued interest of $11,304 under the terms of
      the
      Note in exchange for the return and cancellation of 25,000 shares of the
      Company’s common stock acquired by Monarch upon exercise of the
      Warrant.




NOTE
      8 - WEB SITE PURCHASE




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





NOTE
      9 - RELATED PARTY TRANSACTIONS





In
      January 2003, the majority 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. On April 10, 2007, the
      Company and Mr. Price entered into a settlement and release agreement pursuant
      to which the Company transferred all of its rights, title and interest in its
      inventory recorded at $906,131 as of that date in settlement of all its
      obligations to Mr. Price as of that date of $1,203,499, comprised of a Note
      payable in the amount of $862,127, accrued interest payable in the amount of
      $80,732 and all non interest bearing advances recorded as “Due to majority
      shareholder” in the amount of $260,640.  The excess of the obligations
      over the recorded value of the inventory was recorded as additional paid in
      capital as a contribution from the majority shareholder in the amount of
      $297,369.





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




Concurrently
      with the purchase of the website content, the Company entered into a Royalty
      Agreement with Don Tolman, then a director of the Company and the shareholder
      and president of YNOT Education, Inc. for the exclusive publishing rights to
      the
“Farmacist Desk Reference” (“FDR”) and other works created or controlled by YNOT
      Education, Inc. The license agreement called for the payment of royalties of
      $1
      per book sold or 5% of all proceeds collected for other YNOT Education, Inc.
      works. The license was for a two year term which was to expire September 28,
      2007 which would have automatically extended for an additional two year term
      if
      royalties of $250,000 were achieved during the initial term. There were no
      guaranteed minimum royalties, but YNOT Education, Inc. had the right to cancel
      the Royalty Agreement after the initial two year term if sales were not
      sufficient to generate $250,000 in royalties.





F-10





In
      October of 2005, the Company incorporated a wholly owned subsidiary called
      YNOTeduk8, Inc. (YNOT). On March 9, 2007 the Company executed a series of
      agreements with Don Tolman, YNOT Education, Inc., James Price and YNOT by which
      the Company assigned its rights and obligations related to the above mentioned
      Royalty Agreement, the above mentioned website and all improvements, and certain
      intellectual property and trademarks to its subsidiary, YNOT.





On
      March
      13, 2007, the Company’s Board of Directors declared a dividend and distributed
      1,100,103 shares of YNOT common stock. The stock dividend was paid at the rate
      of one share of YNOT stock for each share of the Company common stock owned.
      Subsequent to the dividend, the Company owned 8,902,287 shares of YNOT
      comprising approximately 89% of the outstanding shares of YNOT as of that
      date.





On
      March
      27, 2007 the Company entered into an agreement with Don Tolman by which Mr.
      Tolman assumed the $150,000 unsecured note payable referred to above and all
      related accrued interest in exchange for the Company’s 8,902,287 remaining
      shares of YNOT common stock.





As
      a
      result of the above transactions, the Company has recognized a gain on the
      sale
      of the discontinued operations in the aggregate amount of $263,802 included
      under the caption “Gain on sale of YNOT” in the accompanying statement of
      operations for the year ended September 30, 2007 and for the period from January
      17, 2003 (date of inception) to September 30, 2007 as more fully described
      in
      Note 10.





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





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





During
      the year ended September 30, 2007 the majority shareholder loaned the company
      cash of $171,223 for operating expenses and was repaid a total of
      $30,000.





NOTE
      10 - DISCONTINUED OPERATIONS





As
      discussed in Note 9, in March, 2007 the Company entered into an agreement with
      Don Tolman by which Mr. Tolman assumed the $150,000 unsecured note payable
      and
      all related accrued interest in exchange for the Company’s 8,902,287 shares of
      common stock in YNOT.  YNOT also had assumed $102,126 of unearned
      income from the Company as part of the assignment of the Royalty Agreement
      to
      YNOT.





Also
      as
      discussed in Note 9, the Company and Mr. Price entered into a settlement and
      release agreement pursuant to which the Company transferred all of its rights,
      title and interest in its inventory in settlement of all its obligations to
      Mr.
      Price as of April 6, 2007.





As
      a
      result of these transactions, the Company has treated the operations of its
      Art
      and Publishing segments as discontinued.





A
      summary
      of the results from discontinued operations for the years ended September 30,
      2007 and 2006 and for the period from January 17, 2003 (inception) to September
      30, 2007 are as follows:







F-11




January
                17,2003(Inception)For
                the Year Ended
            
            
            throughSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007Revenues
            
            $
            2,161
            
            
            $
            105,522
            
            
            $
            243,683Cost
                of revenue
            
            
            -
            
            
            
            154,981
            
            
            
            281,731Gross
                margin
            
            
            2,161
            
            
            
            (49,459
            )
            
            
            (38,048
            )Operating
                ExpensesAdvertising
                and marketing
            
            
            5,841
            
            
            
            110,654
            
            
            
            266,495General
                and administrative
            
            
            750
            
            
            
            20,642
            
            
            
            21,392Total
                operating expenses
            
            
            6,591
            
            
            
            131,296
            
            
            
            287,887Loss
                from discontinued operations
            
            
            (4,430
            )
            
            
            (180,755
            )
            
            
            (325,935
            )Gain
                on sale of YNOT stock
            
            
            263,802
            
            
            
            -
            
            
            
            263,802Total
                income (loss) from discontinued operations
            
            $
            259,372
            
            
            $
            (180,755
            )
            
            $
            (62,133
            )




The
      Company has recognized a gain on the sales of the stock of YNOT under the
      caption “Gain on sale of discontinued operations” in the accompanying
      consolidated statement of operations for the year ended September 30, 2007
      as
      follows:





Liabilities
                of YNOT assumed in purchaseRoyalty
                payable
            
            $
            498Deferred
                revenue
            
            
            102,126Liabilities
                assumed by Don Tolman:Note
                Payable to majority shareholder
            
            
            150,000Accrued
                interest
            
            
            11,178Gain
                on sale of YNOT Stock
            
            $
            263,802














NOTE
      11 – INCOME TAXES





The
      Company has paid no federal or state income taxes since its incorporation.
      As of
      September 30, 2007 and 2006, the Company had net operating loss carry forwards
      for federal income tax reporting purposes of $1,471,787 and $1,251,760,
      respectively, which, if unused, will begin to expire in 2023. These net
      operating losses may be subject to limitations as to their use due to a
      potential change in control as described in Note 12.




















F-12





The
      net
      deferred tax asset consists of the following at September 30, 2007 and
      2006:





September
                30,2007
            
            
            2006Deferred
                tax asset - operating loss carryforwards
            
            $
            500,408
            
            
            $
            425,599Valuation
                allowance
            
            
            (500,408
            )
            
            
            (425,599
            )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:





For
                the Year EndedSeptember
                30,2007
            
            
            2006Tax
                at federal statutory rate (34%)
            
            $
            (61,891
            )
            
            $
            (258,519
            )Unrecognized
                gain on settlement of debt for inventory
            
            $
            (101,106
            )
            
            $
            -Utilization
                of net operating loss carryforward -discontinued
                operations
            
            
            88,188
            
            
            
            -Change
                in valuation allowance
            
            
            74,809
            
            
            
            258,519Provision
                for Income Taxes
            
            $
            -
            
            
            $
            -







NOTE
      13 - CONCENTRATIONS





In
      fiscal
      2007, 1 customer accounted for all 100% of sales. In fiscal 2006, 4 customers
      accounted for 55%, 19%, 13% and 12% of sales, respectively. In addition, 55%
      of
      sales were made to a customer in Australia; the remaining 45% were made in
      the
      United States.





NOTE
      12 – SUBSEQUENT EVENTS





On
      November 12, 2007, the Company
      entered into a Share Exchange Agreement (“Agreement”) with Vibe Records, Inc., a
      Delaware corporation (“Vibe”)
      to acquire 100% of the14,113,963issued
      and outstanding shares ofVibein
      exchange for 13,390,930 common shares
      of the Company.  The Agreement also provides that the Company will
      undergo a 1.5 for 1 dividend or forward split prior to the closing of the share
      exchange and that 2 directors nominated by Vibe will be appointed to the
      Company’s board of directors.    There are a number of
      conditions to the closing contained within the Agreement as well as the
      customary representations and warranties.























F-13





ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING FINANCIAL
      DISCLOSURE.





There
      were no reportable events under this Item 8 during the fiscal year ended
      September 30, 2007.





ITEM
      8A. CONTROLS AND PROCEDURES.





DISCLOSURE
      CONTROLS AND PROCEDURES





Our
      Chief
      Executive Officer and Principal Financial Officer, James Price, is responsible
      for establishing and maintaining disclosure controls and procedures designed
      to
      ensure that the information required to be disclosed in our reports filed or
      submitted under the Securities Exchange Act of 1934, as amended, is recorded,
      processed, summarized and reported in a timely manner as specified in the rules
      and forms set forth by the United States Securities and Exchange Commission.
      These controls and procedures are designed to ensure that the information
      required to be disclosed in our reports is accumulated and communicated to
      our
      management, including our Chief Executive Officer and Principal Financial
      Officer, or other persons performing similar functions, as appropriate, so
      as to
      allow timely decisions regarding required disclosure.





EVALUATION
                OF DISCLOSURE CONTROLS AND PROCEDURES





In
      September 2006, following our receipt of comments from the staff of the
      Securities and Exchange Commission, our Chief Executive Officer and Principal
      Financial Officer, in consultation with our legal and financial advisors, and
      our independent registered accounting firm, determined that we would revise
      our
      previously issued balance sheets, statements of operations, statements of
      stockholders’ deficit, and statements of cash flows for the fiscal year ended
      September 30, 2005 and each of the three month periods ended December 31, 2005,
      March 31, 2006 and June 30, 2006, and concluded that such previously issued
      consolidated financial statements, including the auditor’s reports thereon,
      should no longer be relied upon.





An
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)
      was carried out by our Chief Executive Officer and Principal Financial Officer
      to consider whether weaknesses in our disclosure controls and procedures were
      a
      cause of the errors for which our consolidated financial statements had to
      be
      restated. We concluded that at September 30, 2006 our disclosure controls and
      procedures were ineffective in ensuring that the information required to be
      disclosed in our reports filed or submitted under the Exchange, is recorded,
      processed, summarized and reported within the requisite time periods due to
      the
      following reasons:


·
              we
                  lacked controls to insure that agreements, contracts and other
                  documents
                  relating to debt and equity transactions, including the exercise
                  of any
                  warrants to purchase shares of our common stock, were provided
                  to and
                  reviewed by accounting and financial reporting personnel on a timely
                  basis
                  to insure that the financial reporting and disclosure implications
                  of such
                  transactions could be considered and reflected in the consolidated
                  financial statements in the proper periods.


19





As
      a
      result of these findings, we determined to take the following remedial measures
      to improve our disclosure controls and procedures:


·
              require
                  that all contracts, agreements and other documents relating to
                  debt or
                  equity transactions be reviewed and approved by our Principal Financial
                  Officer prior to their execution; and
 
 ·
              require
                  that all other material contracts or agreements be: (i) in writing;
                  (ii)
                  executed only by the Chief Executive Officer or Principal Financial
                  Officer; and (iii) immediately forwarded to our legal and accounting
                  advisors.




During
      the course of his evaluation our Chief Executive Officer and Principal Financial
      Officer did not discover any fraud involving management or any other personnel
      who play a significant role in our disclosure controls and
      procedures.











CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING





Other
      than the remedial measures set forth above, no changes in our disclosure
      controls and procedures, internal controls over financial reporting or other
      factors have occurred during the fiscal quarter covered by this report that
      would materially affect or be reasonably likely to materially affect our
      disclosure controls and procedures or internal controls over financial
      reporting.





ITEM
      8B. OTHER INFORMATION.





On
      November 12, 2007, the Company entered into a Share Exchange Agreement
      (“Agreement”) with Vibe Records, Inc., a Delaware corporation (“VIBE”) to
      acquire 100% of the issued and outstanding shares of VIBE in exchange for
      13,390,930 common shares of the Company, including a planned 1.5 for 1 share
      dividend to existing shareholders.  On December 12, 2007, the Company
      appointed Mr. Robert McCoy to its board of directors.  The Company has
      not yet closed its acquisition of VIBE and there can be no assurance that such
      an acquisition will actually take place.  If the acquisition takes
      place, the Company intends to change its business to enter into the music and
      music video publication and distribution business under the continued
      directorship of James Price and Robert McCoy, together with additional
      management.  If the acquisition does not occur, the Company intends to
      pursue other opportunities in publishing and media.


























20





PART
      III





ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





The
      following table sets forth our directors and executive officers and their ages
      as of the fiscal year ended September 30, 2007:





Name
            Age
            
            PositionJames
                Price
            45
            
            Chief
                Executive Officer, Principal Financial Officer, President,
                Director






James
      Price - Chief Executive
      Officer, Principal Financial Officer, President, Director





James
      Price has served as our Chief Executive Officer, Principal Financial Officer,
      President and a director since our inception in January 2003. In addition,
      Mr.
      Price currently serves as the president of Aero Financial, Inc., a boutique
      corporate advisory firm, providing a full range of strategic operational and
      management services in addition to access to capital resources. Mr. Price has
      served in this capacity since February 2002. Mr. Price also currently serves
      as
      the sole director and Chief Executive Officer of Wine Purveyors International,
      Inc., a development stage retailer of wines, ports, champagne and related
      accessories, and has served in that capacity since January, 2003. From December
      1997 through February 2002, Mr. Price served as the Chief Executive Officer
      of
      Columbia Financial Group, Inc., an investor relations firm. From February 1995
      through December 1997, Mr. Price was a stockbroker employed by Global Financial.
      Mr. Price attended Eastern Washington University, where he took general studies
      courses with an interest in art history. Mr. Price is a veteran of the United
      States Army, serving from September 1982 through September 1985.





FAMILY
      RELATIONSHIPS





There
      are
      no family relationships, by blood or marriage, among any of our directors or
      executive officers.





INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS





During
      the past five years, none of our directors, executive officers and control
      persons have been involved in any of the following events:


·
              any
                  bankruptcy petition filed by or against any business of which such
                  person
                  was an executive officer either at the time of the bankruptcy or
                  within
                  two years prior to that time;







21




·
              any
                  conviction in a criminal proceeding or being subject to a pending
                  criminal
                  proceeding (excluding traffic violations and other minor offenses);
 
 ·
              being
                  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;
                  and
 
 ·
              being
                  found by a court of competent jurisdiction (in a civil action),
                  the
                  Securities and Exchange Commission 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.


BOARD
      OF DIRECTORS COMMITTEES





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have no standing committees and our entire board of directors
      serves as our audit and compensation committees. Our board of directors has
      determined that James Price, our Chief Executive Officer and a member of our
      board, qualifies as an audit committee financial experts (as defined in
      Regulation 228.407(d)(5)(ii) of Regulation S-B), having more than twenty years
      of work related experience. Furthermore we believe that, collectively, the
      members of our board of directors are capable of adequately analyzing and
      evaluating our consolidated financial statements and understanding our internal
      controls over financial reporting, and that retaining an independent director
      who would qualify as an audit committee financial expert would be overly cost
      prohibitive and unwarranted given our limited resources and
      operations.





CODE
        OF ETHICS





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have not yet adopted a code of ethics for our principal executive
      officer, principal financial officer or principal accounting officer. We are,
      however, in the process of drafting such a code of ethics and, upon adoption,
      it
      will be made available on our website at www.benacquistagalleries.com. We will
      also provide a copy of our code of ethics, without charge, to any person who
      so
      requests a copy, in writing, at: Benacquista Galleries Inc., 6870 La Valle
      Plateada Rancho Santa Fe, California 92067.





COMPLIANCE
      WITH SECTION 16(A)





Section
      16(a) of the Exchange Act requires our directors and executive officers, and
      persons who own more than ten percent of a registered class of our equity
      securities, to file with the SEC initial reports of ownership and reports of
      changes in ownership of our common stock and other equity securities of ours.
      Officers, directors and greater than ten percent stockholders are required
      by
      the SEC’s regulations to furnish us with copies of all Section 16(a) forms they
      filed.








22





The
      following table sets for the compliance reporting under Section 16(a) during
      the
      last fiscal year.




Number
                of Late
              Reports
            Number
                of
              Transactions
                Not
              Timely
                Reported
            Failure
                to
              FileJames
                Martin Price
            0
            0
            -





ITEM
      10. EXECUTIVE COMPENSATION.





SUMMARY
      COMPENSATION TABLE





The
      following table sets forth the total compensation awarded to, earned by, or
      paid
      to our Chief Executive Officer during each of the last three completed fiscal
      years. No other individuals are employed by us or have earned a total annual
      salary and bonus in excess of $100,000 during any of the last three completed
      fiscal years.





Name
                  and
                Principal
                Position
              
              Year
              
              Salary
                ($)(1)
              
              Bonus
                ($)
              
              Stock
                Awards
                ($)
              
              Option
                Awards
                  ($)
              
              Non-Equity
                Incentive
                  Plan
                  Compensation
                ($)
              
              Nonqualified
                  Deferred Compensation
                  Earnings
                ($)
              
              All
                  Other
                Compensation
                ($)
              
              Total
                ($)James
                  Price
                President
                  andChief Executive
                  Officer
              
              2007
                2006
              
              $75,000
                $ 75,000
              
              -
                -
              
              -
                -
              
              -
                -
              
              -
                -
              
              -
                -
              
              -
                -
              
              $75,000
                $75,000




(1)    
      A salary expense for services provided by our Chief Executive Officer, James
      Price, has been recorded in our General and Administrative expenses for each
      of
      the fiscal years ended September 30, 2006 and 2007, respectively, however,
      since
      our inception, Mr. Price has not drawn any salary or benefits.























23





Outstanding
      Equity Awards at Fiscal Year-End





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have not adopted a stock option incentive plan and, since inception
      have not granted any equity awards to our executive officer.


Option
                  Awards
              
              Stock
                  AwardsName
              
              Number
                  of Securities Underlying Unexercised Options
                (#)
                Exercisable
              
              Number
                  of Securities Underlying Unexercised Options
                (#)
                Unexercisable
              
              Equity
                  Incentive Plan Awards:  Number of Securities Underlying
                  Unexercised Unearned Options
                (#)
              
              Option
                  Exercise Price
                ($)
              
              Option
                  Expiration Date
              
              Number
                  of Shares or Units of Stock That Have Not Vested
                (#)
              
              Market
                  Value of Shares or Units of Stock That Have Not Vested
                ($)
              
              Equity
                  Incentive Plan Awards:  Number of Unearned Shares, Units or
                  Other Rights That Have Not Vested
                (#)
              
              Equity
                  Incentive Plan Awards:  Market or Payout Value of Unearned
                  Shares, Units or Other Rights That Have Not Vested
                ($)James
                  Price
              
              --
              
              --
              
              --
              
              --
              
              --
              
              --
              
              --
              
              --
              
              --





LONG
      TERM INCENTIVE PLAN AWARDS





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have no long-term incentive plans in place and therefore no awards
      were made to the executive officer named in the Summary Compensation Table
      during the most recently completed fiscal year under any long-term incentive
      plan.





DIRECTOR
      COMPENSATION





Pursuant
      to authority granted under our Article III, Section 10 of our bylaws,
      non-officer directors are entitled to such compensation as our board of
      directors shall from time to time determine. For the fiscal year ended September
      30, 2007 our director James Price was not compensated.





DIRECTOR
      COMPENSATION


Name
              
              Fees
                  Earned or Paid in
                  Cash
                ($)
              
              Stock
                  Awards
                ($)
              
              Option
                Awards
                  ($)
              
              Non-Equity
                  Incentive Plan
                  Compensation ($)
              
              Nonqualified
                  Deferred Compensation
                  Earnings
                ($)
              
              All
                  Other
                  Compensation
                ($)
              
              Total
                ($)James
                  Price
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -


24




EMPLOYMENT
      AGREEMENTS





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended September
      30, 2007, we have no employment agreements in place with any of our executive
      officers, directors or other employees.





ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of December 20, 2007. The information in these
      tables provides the ownership information for:


·
              each
                  person known by us to be the beneficial owner of more than 5% of
                  our
                  common stock;
 
 ·
              each
                  of our directors and executive officers; and
 
 ·
              all
                  of our directors and executive officers as a group.


Beneficial
      ownership has been determined in accordance with the rules and regulations
      of
      the SEC and includes voting or investment power with respect to our common
      stock
      and those rights to acquire additional shares within sixty days. Unless
      otherwise indicated, the persons named in the table below have sole voting
      and
      investment power with respect to the number of shares of common stock indicated
      as beneficially owned by them, except to the extent such power may be shared
      with a spouse. Common stock beneficially owned and percentage ownership are
      based on 1,097,713 shares of common stock currently outstanding (reflects a
      one-for-ten reverse stock-split of our common stock that occurred on January
      8,
      2007) and no additional shares potentially acquired within sixty days. The
      address of each person listed is care of Benacquista Galleries Inc., 6870 La
      Valle Plateada Rancho Santa Fe, California 92067.




Name
            
            Amount
                and
              Nature
                of Ownership
            
            Percent
                of Class*James
                Price (1)**
            
            896,920
            
            83.6%All
                officers and directors as a group (1 person)
            
            896,920
            
            83.6%





*
            No
                director or executive officer has different voting rights from any
                other
                holder of our common stock.





**
            Consists
                of 917,100 shares of common stock directly owned. Voting and/or investment
                power over all of these securities is held by James
                Price.








25





ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.





OFFICE
      LEASE RENT





In
      each
      of the fiscal years ended September 30, 2006 and 2007, we leased certain office
      space from our Chief Executive Officer, James Price, on a month-to-month basis
      at a rate of $500 per month, with no formal lease agreement in place. The
      aggregate of accrued rent for each of the fiscal years ended September 30,
      2006
      and 2007, respectively, was $6,000. Although we believe that the monthly rate
      of
      rent accrued is as fair as that which could have been obtained in an arms length
      transaction with unaffiliated third parties, the fact that this office space
      has
      been leased from one of our executive officers gives rise to the potential
      that
      the terms of the lease may have been less favorable to us than would otherwise
      have been the case





LOANS





During
      the year ended September 30, 2007 the majority shareholder loaned the company
      cash of $171,224 for operating expenses and was repaid a total of
      $30,000.





OTHER
      AGREEMENTS





On
      January 8, 2007, we consolidated our authorized common shares on a one-for-ten
      basis, with a corresponding reduction in our common shares issued and
      outstanding as of that date. Unless otherwise noted, all references to the
      number of common shares included in this annual report on Form 10-KSB for the
      fiscal year ended September 30, 2007 are stated on a post-consolidated basis.
      Per share amounts have also been restated for the share
      consolidation.





On
      April
      10, 2007, the Company and Mr. Price entered into a settlement and release
      agreement pursuant to which the Company transferred all of its rights, title
      and
      interest in its inventory recorded at $906,131 as of that date in settlement
      of
      all its obligations to Mr. Price as of that date of $1,203,499, comprised of
      a
      Note payable in the amount of $862,127, accrued interest payable in the amount
      of $80,732 and all non interest bearing advances recorded as “Due to majority
      shareholder” in the amount of $260,640.





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





Concurrently
      with the purchase of the website content, the Company entered into a Royalty
      Agreement with Don Tolman, then a director of the Company and the shareholder
      and president of YNOT Education, Inc. for the exclusive publishing rights to
      the
“Farmacist Desk Reference” (“FDR”) and other works created or controlled by YNOT
      Education, Inc. The license agreement called for the payment of royalties of
      $1
      per book sold or 5% of all proceeds collected for other YNOT Education, Inc.
      works. The license was for a two year term which was to expire September 28,
      2007 which would have automatically extended for an additional two year term
      if
      royalties of $250,000 were achieved during the initial term. There were no
      guaranteed minimum royalties, but YNOT Education, Inc. had the right to cancel
      the Royalty Agreement after the initial two year term if sales were not
      sufficient to generate $250,000 in royalties.








26





In
      October of 2005, the Company incorporated a wholly owned subsidiary called
      YNOTeduk8, Inc. (YNOT). On March 9, 2007 the Company executed a series of
      agreements with Don Tolman, YNOT Education, Inc., James Price and YNOT by which
      the Company assigned its rights and obligations related to the above mentioned
      Royalty Agreement, the above mentioned website and all improvements, and certain
      intellectual property and trademarks to its subsidiary, YNOT.





On
      November 17, 2006 the Company purchased the web site www.faceyourmate.com and
      the related content from Physiognomy, a company controlled by then director
      Don
      Tolman.





Effective
      November 21, 2006, Don Tolman resigned from our board of directors in order
      to
      pursue his other business ventures.





On
      March
      13, 2007, the Company’s Board of Directors declared a dividend and distributed
      1,100,103 shares of YNOT common stock. The stock dividend was paid at the rate
      of one share of YNOT stock for each share of the Company common stock owned.
      Subsequent to the dividend, the Company owned 8,902,287 shares of YNOT
      comprising approximately 89% of the outstanding shares of YNOT as of that
      date.





On
      March
      27, 2007 the Company entered into an agreement with Don Tolman by which Mr.
      Tolman assumed the $150,000 unsecured note payable referred to above and all
      related accrued interest in exchange for the Company’s 8,902,287 remaining
      shares of YNOT common stock.





On
      November 12, 2007, the Company entered into a Share Exchange Agreement
      (“Agreement”) with Vibe Records, Inc., a Delaware corporation (“VIBE”) to
      acquire 100% of the issued and outstanding shares of VIBE in exchange for
      13,390,930 common shares of the Company, including a planned 1.5 for 1 share
      dividend to existing shareholders.  On December 12, 2007, the Company
      appointed Mr. Robert McCoy to its board of directors.  The Company has
      not yet closed its acquisition of VIBE and there can be no assurance that such
      an acquisition will actually take place.  If the acquisition takes
      place, the Company intends to change its business to enter into the music and
      music video publication and distribution business under the continued
      directorship of James Price and Robert McCoy, together with additional
      management.  If the acquisition does not occur, the Company intends to
      pursue other opportunities in publishing and media.





Although
      we believe that the terms and conditions of the these agreements were as fair
      as
      any which could have been negotiated in an arms length transaction with
      unaffiliated third parties, the fact that these transactions were executed
      with
      our officers and directors, and a company of which our officers and directors
      are officers and directors, gives rise to the potential that the agreements
      may
      have been less favorable to us than would otherwise have been the
      case











27


ITEM
        13. EXHIBITS.
 
 
 No.
              Description
                  of Exhibit
 
 3.1
              Articles
                  of Incorporation of Benacquista Galleries Inc., dated January 17,
                  2003,
                  incorporated by reference to Exhibit 3.1 on Form SB-2 filed March
                  31,
                  2003.
 
 3.2
              By-laws
                  of Benacquista Galleries Inc., dated January 17, 2003, incorporated
                  by
                  reference to Exhibit 3.2 on Form SB-2 filed March 31, 2003.
 
 10.1
              Share
                  Exchange Agreement Between Benacquista Galleries Inc. and Vibe
                  Records,
                  Inc., dated November 12, 2007 and incorporated by reference to
                  Exhibit
                  10.1 to Form 8-K filed November 12, 2007.
 
 
 31.1
              Certification
                  of Benacquista Galleries Inc. Chief Executive Officer, James Price,
                  required by Rule 13a-14(a) or Rule 15d-14(a), dated January 16,
                  2007.
                  FILED HEREWITH
 
 31.2
              Certification
                  of Benacquista Galleries Inc. Chief Financial Officer, James Price,
                  required by Rule 13a-14(a) or Rule 15d-14(a), dated January 16,
                  2007.
                  FILED HEREWITH
 
 32.1
              Certification
                  of Benacquista Galleries Inc. Chief Executive Officer, James Price,
                  required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                  Chapter
                  63 of Title 18 of the United States Code (18 U.S.C. 1350), dated
                  January
                  16, 2007. FILED HEREWITH.
 
 32.2
              Certification
                  of Benacquista Galleries Inc. Chief Financial Officer, James Price,
                  required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                  Chapter
                  63 of Title 18 of the United States Code (18 U.S.C. 1350), FILED
                  HEREWITH.















28





ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





The
      following table sets forth the aggregate amount of various professional fees
      billed by our principal accountants with respect to our last two fiscal
      years:


2006
              
              
              2007Audit
                  fees
              
              $
              24,112
              
              
              $
              37,151Audit-related
                  fees
              
              
              -
              
              
              
              -Tax
                  fees
              
              
              495
              
              
              
              1,065All
                  other fees
              
              
              -
              
              
              
              -Total
              
              $
              24,607
              
              
              $
              38,216


All
      audit
      fees are approved by our board of directors. Hansen, Barnett & Maxwell, P.C.
      (“HB&M”) does not provide any non-audit services to us.





Audit
      Fees





Audit
      fees billed for professional services rendered by HB&M, during the years
      ended September 30, 2007 and 2006, for the audit of our annual consolidated
      financial statements, review of the consolidated financial statements included
      in our quarterly reports on Form 10-QSB, and any services provided in connection
      with statutory and regulatory filings or engagements for those year ended,
      totaled approximately $37,151 and $24,112, respectively.





Audit-Related
      Fees





Audit-related
      fees billed by HB&M, during the years ended September 30, 2007 and 2005,
      were primarily for assurance and related services rendered in relation to our
      registration statements and totaled approximately $0 and $0,
      respectively.





Tax
      Fees





Tax
      fees
      billed by HB&M, during the years ended September 30, 2007 and 2006, for tax
      compliance, tax advice and tax planning services, specifically including
      preparation of our consolidated tax returns and guidance on tax accruals,
      totaled approximately $1,065 and $495, respectively.




All
      Other Fees





There
      were no fees billed by HB&M, during the years ended September 30, 2007 and
      2006 for services rendered other than the amounts set forth above.







29





Signatures





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Date:
                December 26, 2007BENACQUISTA
                GALLERIES, INC.By:
            /s/ James
                PriceJames
                PriceChief
                Executive Officer &Chief
                Financial Officer























































30