**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB/A**





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


**OF
      1934**





For
      the
      fiscal year ended September 30, 2004





**[
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from _____ to_____





*Commission
      File No.* *333-104132*





**Benacquista
      Galleries, Inc.**


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





Nevada
            71-0928242(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)15208
                Jarrettsville PikeMonkton,
                Maryland(410)
                321-1799 Fax
            21111(Address
              of principal executive offices)
            (Zip
                Code)




(410)
      303-9879


(Telephone
      Number)





Securities
      to be registered under Section 12(b) of the Act: None





Securities
      registered under Section


12(g)
      of
      the Act:


Common
      Stock, $0.001 par value


(Title
      of
      Class)





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




[X]
      YES   [  ] NO





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of small business issuer's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [X]





State
      the
      issuer's revenues for its most recent fiscal year. $0





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked price of such, as of a specified date within the
      past 60 days: $639 based on the price at which the stock was sold.





State
      the
      number of shares outstanding of each of the Issuer's classes of common equity,
      as of the latest practicable date. 10,000,000 common stock shares, par value
      $0.001, as of May 31, 2005.

















**DOCUMENTS
      INCORPORATED BY REFERENCE**


NONE





**Transitional
      Small Business Disclosure Format YES** **** **[** **** **** **** **]** **** **NO [X]**





The
      Small
      Business Issuer, by this Form 10-KSB/A amends the Form 10-KSB filed on January
      6, 2005 to change Item 8A: Controls and Proceedures, the dates f the signature
      pages and the text of certifications made by our CEO and Principal Accounting
      and Financial Officer. The remaining information in this Form 10-KSB/A has
      not
      been changed or updated to reflect any changes in information that may have
      occurred subsequent to the date of the reporting period that this Form 10-KSB/A
      relates.






































2







TABLE
      OF
      CONTENTS





FORWARD-LOOKING
                STATEMENTS
            4PART
                IITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            7ITEM
                3.
            LEGAL
                PROCEEDINGS
            7ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            8PART
                II.ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            8ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            9ITEM
                7.
            FINANCIAL
                STATEMENTS
            13ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            21ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            21PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a)OF THE EXCHANGE ACT
            22ITEM
                10.
            EXECUTIVE
                COMPENSATION
            23ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            24ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            24ITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            25ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            25










3







**FORWARD-LOOKING
      STATEMENTS**





In
      addition to historical information, this Report contains forward-looking
      statements. Such forward-looking statements are generally accompanied by words
      such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
      and similar terms that convey the uncertainty of future events or outcomes.
      The
      forward-looking statements contained herein are subject to certain risks and
      uncertainties that could cause actual results to differ materially from those
      reflected in the forward-looking statements. Factors that might cause such
      a
      difference include, but are not limited to, those discussed in ITEM 6 of this
      Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF
      OPERATION." Readers are cautioned not to place undue reliance on these
      forward-looking statements, which reflect management's analysis only as of
      the
      date hereof and are in all cases subject to the Company's ability to cure its
      current liquidity problems. There is no assurance that the Company will be
      able
      to generate sufficient revenues from its current business activities to meet
      day-to-day operation liabilities or to pursue the business objectives discussed
      herein.





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





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





**PART
      I.**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





**BUSINESS
      DEVELOPMENT**





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





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





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




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


·
            A
                fully interactive e-commerce and auction enabled website;


·
            At
                least one gallery opening in a strategic
                location;


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





History
      and form of organization





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





4








Benacquista
      Galleries's principal products and services





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





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





In
      February of 2005, we also intend to begin development of a fully interactive
      e-commerce and auction enabled website developed by Cybergroup, Inc. The website
      will include visual displays of art inventory and a full on-line auction and
      purchase capacity. The website will serve two primary functions for our
      company:





·
            developing
                customer awareness of our brand, offerings, featured artists, retail
                locations and available artwork to potential purchasers who will
                then be
                more likely to visit our retail location; and


·
            providing
                an on-line opportunity to purchase art viewed on our website or at
                one of
                our retail galleries.








Distribution
      and marketing methods





Presently,
      Benacquista Galleries has no salespeople or distributors of its artwork,
      accessories or services. We anticipate that our chief executive officer, James
      Price, will use his network of professional and business contacts in the art
      industry to sign on our first artists and reach our proposed customer base
      through traditional forms of advertising and through our existing website as
      well as contacts made through our planned e-commerce website.. Mr. Price
      established his network of professional and business contacts in the art
      industry as an amateur collector of art over the past 15 years, attending
      auctions and visiting international and domestic galleries. During these visits
      and in the course of his purchasing for his own private collection, Mr. Price
      made acquaintances in the industry, including artists, gallery owners, auction
      personnel and suppliers and service providers to the art trade. We intend to
      market our artwork via industry trade shows, in trade publications and through
      on-line search engines.








Status
      of
      products and services





Currently,
      we have been working on developing developed an interim website that only shows
      some of our current artwork for sale, provides general information to customers,
      and displays information regarding our business. We have not done any
      development on our final interactive e-commerce and auction website. However,
      we
      anticipate that 50% of the initial artwork that will be offered for viewing
      on
      the site has already been sold by Mr. Price to the company from his private
      collection. We anticipate that we will have at least an equivalent number of
      works acquired from artists whom we intend to identify and with whom we intend
      to contract. We plan to have these additional works in place by March 1, 2005.
      The substantial majority of these works will be sold on consignment, meaning
      that we will generally not advance funds to individual artists until after
      the
      works are sold. We intend to have most of the technological and hosting aspects
      of the site developed by consultants. While no final software product for use
      on
      the site has been identified, Mr. Price is interviewing several website
      designers and hosting companies. We do not currently have any other products
      or
      services to offer, though we intend to begin offering framing, consignment,
      appraisal and other art related products and services within the next twelve
      months.








**Revenues**





Benacquista
      Galleries has derived revenues of $30,000 to date, which were derived in the
      three month period ending September 30, 2004 from the sale of artwork listed
      on
      our Website.





Competitive
      conditions, competitive position and methods of competition





5








The
      artwork industry in which we compete contains an old and established network
      of
      galleries and promoters. Intense competition exists for our galleries and
      artwork offerings. The number of companies with which we compete is estimated
      in
      the hundreds and expanding. We expect competition with any galleries or Internet
      sales presence that we develop to increase over time as the market for our
      collectable and investment grade art grows. Competition may also increase as
      a
      result of industry consolidation.




Our
      chief
      competition comes from large established galleries and websites, such
      as:





·
            P
                and C Art


·
            Herndon
                Fine Art


·
            Galleria
                De Sorrento


·
            Art.com


·
            Artvest.com





These
      companies tend to compete for clients by sales of services to existing clients,
      via word of mouth referrals, advertising, trade show presence and artist shows.
      Our main method of competition is through product differentiation based on
      style, philosophical orientation, and gallery locations. We intend to
      distinguish our service and artwork offerings by appealing to the collectors
      and
      investors at our specific gallery locations and via the Internet. We believe
      that the philosophical orientation of our services will attract aspiring new
      artists to sign exclusive contracts with Benacquista to show their art. This
      orientation will be reflected in the on-line artwork that we offer on the site
      and in the focus and direction of the variety of artwork and the customer
      service that we offer in our galleries.




We
      believe that our competitive position is that of vulnerable, new entrant and
      that the success of our artwork offering will be largely dependent on our
      ability to find new artists who are not currently affiliated with any other
      gallery or on-line artwork website.





Dependence
      on one customer





While
      we
      currently have only a few customers, we do not contemplate a dependence on
      one
      customer or one referral source for clients.




Research
      and development




We
      have
      not spent any money on research and development to date. We anticipate that
      we
      will spend $100,000 on the development of our website, product descriptions,
      advertising materials and market research on our target demographic of
      purchasers and on availability, pricing and geographic preferences and retail
      art price differentials for our product offering. Much of the development of
      the
      artwork offering and the selection and securing of retail gallery sites will
      be
      undertaken by James Price, our chief executive officer, without additional
      compensation. Although Mr. Price is currently only spending 10-20 hours per
      week
      on Benacquista matters, he is available to spend as much time as necessary
      to
      commence our operations. Mr. Price’s duties to commence operations include
      establishing relationships with artists and art collectors, selecting retail
      store sites, developing advertising materials, supervising the development
      of
      the website, interviewing and selecting retail sales staff and other incidental
      responsibilities. Mr. Price believes that, due to the network of artists and
      art
      collectors with whom he is already acquainted due to his previous purchases
      of
      art over the last 15 years, he should be able to establish necessary
      relationships for Benacquista with a few such individuals with 20 hours of
      effort. Mr. Price has already selected several possible retail sites. He
      believes that final selection of a retail site and lease negotiation will take
      no more than 30 hours. Mr. Price believes that developing advertising materials
      to a sufficient level to be printed professionally should take no more than
      10
      hours. Mr. Price believes that his supervision of the development of the website
      will take no more than 20 hours. Mr. Price believes that interviewing and
      selecting retail sales staff will take no more than 30 hours. He believes that
      incidental matters related to commencement of operations will take no more
      than
      20 hours. These preliminary matters, therefore, should be accomplished with
      140
      hours, according to Mr. Price’s estimates. At 20 hours per week, there would be
      ample time to complete these activities by March 2005 if Mr. Price’s assumptions
      are correct. We have also provided this material in tabular format
      below:





6





Activity
            Number
                of Hours EstimatedEstablishing
                Network Artists/Collectors
            20Retail
                Site Selection and Lease Negotiation
            30Development
                of Advertising Materials
            10Supervision
                of Website
            20Interviewing
                and Selecting Retail Staff
            30Incidental
                Matters
            20Total
                Hours Estimated
            130





Proprietary
      rights and licensing




We
      rely
      primarily on a combination of copyrights, licenses, trade secret laws and
      restrictions on disclosure to protect our artist’s intellectual property and
      proprietary rights. We intend to enter into confidentiality agreements with
      our
      future employees, consultants and artists and to generally control access to
      and
      distribution of our internal documentation and other proprietary information.





Regulatory
      environment




There
      are
      two aspects of our business which face significant governmental regulation
      or
      are likely to face such regulation; our planned sales offering via the Internet
      and regulations which affect sales of retail art and collectibles in
      general.




Within
      the United States, the legal landscape for Internet privacy is new and rapidly
      evolving. Collectors and users of consumer information over the internet face
      potential tort liability for public disclosure of private information; and
      liability under federal and state fair trade acts when information sharing
      practices do not mirror stated privacy policies. Due to the increasing
      popularity and use of the internet, it is likely that a growing number of laws
      and regulations will be adopted at the international, federal, state and local
      levels relating to the internet covering issues such as user privacy, pricing,
      content, copyrights, distribution, antitrust and characteristics and quality
      of
      services. Further, the growth and development of the market for activity on
      the
      internet may prompt calls for more stringent consumer protection laws that
      may
      impose additional burdens on those companies conducting business online. The
      adoption of any additional laws or regulations may impair the growth of the
      internet, which could, in turn, decrease the demand for our services and
      increase our cost of doing business. Moreover, the applicability to the internet
      of existing laws in various jurisdictions governing issues such as property
      ownership, sales and other taxes, libel and personal privacy is uncertain and
      may take years to resolve. Any such new legislation or regulation, the
      application of laws and regulations from jurisdictions whose laws do not
      currently apply to our business or the application of existing laws and
      regulations to the internet could harm our business.





Sellers
      of retail art and collectibles are particularly susceptible to unscrupulous
      individuals selling forged or stolen goods. There are significant local, state
      and federal penalties for merchants who sell forged or stolen goods, or goods
      that violate existing copyright interests. Although we intend to make every
      effort to insure that our supply of goods comes from reputable artists and
      sources, we may nevertheless be liable under these regulations for sales of
      such
      articles. Liability can include civil and criminal penalties, as well as
      forfeiture of the artwork without compensation. We may be able to insure against
      the costs of some, but not all of these regulations, but do not currently
      maintain such insurance. Liability under existing criminal or civil regulations
      for such sales could have a material, adverse impact on our business.





Employees
      and consultants




As
      of
      September 30, 2004 we had 1 employee. We do not have any written employment
      agreement with our employee. We believe that our relation with our employee
      is
      good.




**ITEM
      2. DESCRIPTION OF PROPERTY.**





We
      are
      currently hosted out of the residence of our chief executive officer in Monkton,
      Maryland. We believe that these existing facilities are adequate to meet our
      current, foreseeable requirements or that suitable additional or substitute
      space will be available on commercially reasonable terms.





**ITEM
      3. LEGAL PROCEEDINGS.**





The
      Company is not involved in any legal proceedings.





7








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





No
      matters were submitted during the fourth quarter of the fiscal year covered
      by
      this Report to a vote of security holders, through the solicitation of proxies
      or otherwise.





**PART
      II.**





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





There
      is
      no trading market for our common stock at present and there has been no trading
      market to date. Management has undertaken a discussion with Pennaluna securities
      of Wallace, Idaho regarding sponsorship of an application to quote our stock
      on
      the OTC Bulletin board and such an application is pending before the NASD.
      We
      cannot guarantee that a trading market will ever develop or if a market does
      develop, that it will continue.








As
      of
      September 30, 2004 there are:





·
            No
                options outstanding to purchase shares of our common stock except
                for
                warrants to purchase 1,000,000 shares of our common stock at $1.00
                per
                share held by XCL Partners;


·
            No
                options to purchase our common stock that are authorized and available
                for
                grant;


·
            A
                total of 8,969,100 shares of common stock were issued to our sole
                officer
                and director, James Price, all of which are restricted securities,
                as
                defined in Rule 144 of the Rules and Regulations of the SEC promulgated
                under the Securities Act. Under Rule 144, these shares can only be
                publicly sold, subject to volume restrictions and restrictions on
                the
                manner of sale. In addition, we currently have 26,800 shares, , which
                have
                been held for over a year and could be sold by the respective holders
                of
                such shares at any time pursuant to Rule 144 under the Securities
                Act of
                1933, subject to restrictions on the manner of
                sale.


·
            313
                holders of record of our shares of common stock;


·
            No
                dividends that have been paid on our common stock to date; and


·
            No
                plans to pay dividends on our common stock in the foreseeable future.





The
      Securities and Exchange Commission has adopted a rule that established the
      definition of a "penny stock," for purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require:
      (i)
      that a broker or dealer approve a person's account for transactions in penny
      stocks; and (ii) the broker or dealer receive from the investor a written
      agreement to the transaction, setting forth the identity and quantity of the
      penny stock to be purchased. In order to approve a person's account for
      transactions in penny stocks, the broker or dealer must (i) obtain financial
      information and investment experience and objectives of the person; and (ii)
      make a reasonable determination that the transactions in penny stocks are
      suitable for that person and that person has sufficient knowledge and experience
      in financial matters to be capable of evaluating the risks of transactions
      in
      penny stocks. The broker or dealer must also deliver, prior to any transaction
      in a penny stock, a disclosure schedule prepared by the SEC relating to the
      penny stock market, which, in highlight form, (i) sets forth the basis on which
      the broker or dealer made the suitability determination; and (ii) that the
      broker or dealer received a signed, written agreement from the investor prior
      to
      the transaction. Disclosure also has to be made about the risks of investing
      in
      penny stock in both public offering and in secondary trading, and about
      commissions payable to both the broker-dealer and the registered representative,
      current quotations for the securities and the rights and remedies available
      to
      an investor in cases of fraud in penny stock transactions. Finally, monthly
      statements have to be sent disclosing recent price information for the penny
      stock held in the account and information on the limited market in penny stocks.
      As a result, if trading in our common stock is determined to be subject to
      the
      above rules, a stockholder may find it more difficult to dispose of, or to
      obtain accurate quotations as to the market value of, our securities.





Where
      you
      can find additional information





For
      further information with respect to us and our common stock, we refer you to
      the
      registration statement and the exhibits and schedule that were filed with our
      registration statement SB-2/A, filed on July 23, 2004.





In
      addition, in accordance with the requirements of the Securities Exchange Act
      of
      1934, we file periodic reports and other information with the Securities and
      Exchange Commission. These periodic reports and other information will be
      available for inspection and copying at the regional offices, public reference
      facilities and website of the Securities and Exchange Commission referred to
      above, at www.sec.gov.





8





You
      may
      read and copy all materials, which we file with the Securities and Exchange
      Commission at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
      Washington, D.C. 20549. You may obtain information about the operation of the
      Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
      an
      Internet site that contains reports, proxy and information statements, and
      other
      information regarding issuers that file electronically with the SEC at
      http://www.sec.gov. You may also visit our website for further information
      at
      www.benacquistagalleries.com.





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





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








**Overview**





We
      currently have no full-time employees, one part-time employee, less than $30,302
      in cash, a few customers, a limited offering of artwork on our website, no
      completed website.








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





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


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




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


·
            A
                fully interactive e-commerce and auction enabled website;


·
            At
                least one gallery opening in a strategic
                location;


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




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





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





9





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





In
      February of 2005, we also intend to begin development of a fully interactive
      e-commerce and auction enabled website developed by Cybergroup, Inc. The website
      will include visual displays of art inventory and a full on-line auction and
      purchase capacity. The website will serve two primary functions for our
      company:





·
            developing
                customer awareness of our brand, offerings, featured artists, retail
                locations and available artwork to potential purchasers who will
                then be
                more likely to visit our retail location; and


·
            providing
                an on-line opportunity to purchase art viewed on our website or at
                one of
                our retail galleries.





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





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





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





10





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





There
      can
      be no assurance that any of the above alternative strategies will achieve our
      intended goals. If we are unsuccessful in securing resources by any of the
      above
      outlined means, then our organization will cease to be able to carry out any
      alternative plan of operation and we will cease operations, resulting in a
      total
      loss of investment for all shareholders.





Benacquista
      currently has a limited inventory of art of 43 pieces purchased from our chief
      executive officer. Although we plan to sell this artwork along with other
      artwork that we plan to acquire, we have not yet negotiated with any suppliers
      or artists regarding such other artwork. We plan to acquire new artwork from
      individual artists and wholesalers and to sell this artwork on an Internet
      site
      we intend to build as well as in retail galleries that we intend to open.








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





**General
      and administrative** .
      General
      and administrative expenses were $48,458 during the year ended September 30,
      2004 and $36,412 during period from inception on January 17, 2003 through
      September 30, 2003. General and administrative expenses increased during the
      period ended December 31, 2003 as compared to the comparable fiscal 2003 period
      due mainly to the recognition of expenses related to our selling shareholder
      registration statement on form SB-2.





**Financial
      Condition**





For
      the
      year ended September 30, 2004, Benacquista Galleries had a net loss of $94,564
      while for the period ended September 30, 2003, the Company had a net loss of
      $68,150. Also, for the period ended September 30, 2004, the Company had a
      working capital deficit of $78,254 while for the period ended September 30,
      2004, the Company had a working capital deficit of $31,800.





Benacquista
      Galleries' current financial condition makes it difficult to commence more
      than
      a limited product offering or derive additional revenue until additional funding
      is received. Although our chief executive officer is willing to continue product
      development and marketing without a salary until additional funding is received,
      we will not have the resources to strengthen our product offering until we
      receive additional cash either from the sale of existing artwork in our
      inventory, additional investments by our chief executive officer, the sale
      of
      equity or debt securities or some combination thereof, none of which can be
      assured.





Liquidity
      and capital resources





Net
      cash
      used in operating activities for the year ended September 30, 2004 and the
      period ended September 30, 2003 was $18,287 and $35,871 respectively. As of
      September 30, 2004, we had $30,302 in cash. Net cash used in operating
      activities for the year ended September 30, 2004 was primarily the result of
      a
      net loss on sales of artwork as well as operating expenses due to our
      registration statement filed on form SB-2 offset partially by revenue from
      the
      sale of artwork. Net cash used in operating activities for the period ended
      September 30, 2003 was primarily the result of a net loss.





Net
      cash
      provided by financing activities was $48,110 for the year ended September 30,
      2004. Net cash used in financing activities was $36,350 for the period ended
      September 30, 2003. Net cash provided by financing activities for the year
      ended
      September 30, 2004 was the result of proceeds from a capital contribution of
      our
      majority shareholder. Financing activities for the period ended September 30,
      2003 were attributable to proceeds from the sale of common stock and from a
      capital contribution of our majority shareholder.





As
      of
      September 30, 2004 our principal commitments consisted of our obligations
      outstanding for accrued interest and our long term obligations related to a
      note
      owed by us to our controlling shareholder. We have no material commitments
      for
      capital expenditures. We expect no significant capital expenditures or lease
      commitments during the next fiscal quarter.





11








We
      believe that our current cash balances, including cash and cash equivalents,
      are
      insufficient to meet our working capital and capital expenditure requirements.
      We have very limited working capital. We will need to receive an infusion of
      capital from our chief executive officer or receive funding from another source
      in order to continue operations beyond current levels.




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





Benacquista
      Galleries's short-term prospects are challenging considering our lack of
      financial resources.. Without raising any additional cash or being approached
      by
      a strategic partner willing to finance further product development, Benacquista
      Galleries's short-term and long-term prospects for growth are minimal over
      and
      above incremental sales of its existing art inventory on its website.





Cash
      requirements





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





**Research
      and development**





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





**Plant
      and equipment**





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





**Employees**





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





12





**ITEM
      7. FINANCIAL STATEMENTS.**











**BENACQUISTA
      GALLERIES, INC.**


**(A
      Development Stage Enterprise)**








**TABLE
      OF CONTENTS**








**Page**Report
                of Independent Registered Public Accounting Firm
            14Balance
                Sheets as of September 30, 2004 and 2003
            15Statements
                of Operations for the Year Ended September 30, 2004, for the period
                from
                January 17, 2003 (Date of Inception) through September 30, 2003 and
                for
                the Period from January 17, 2003 (Date of Inception) through September
                30,
                2004
            16Statements
                of Stockholders’ Deficit for the Period from January 17, 2003 (Date of
                Inception) through September 30, 2003 and for the year ended September
                30,
                2004
            17Statements
                of Cash Flows for the Year Ended September 30, 2004 and For the Period
                January 17, 2003 (Date of Inception) through September 30, 2003 and
                for
                the Period from January 17, 2003 (Date of Inception) through September
                30,
                2004
            18Notes
                to Financial Statements
            19








13








**H****ANSEN****,
                B****ARNETT****&
                M****AXWELL**A
                Professional CorporationCERTIFIED
                PUBLIC ACCOUNTANTS
            
            **Registered
                with the Public Company**
              **Accounting
                Oversight Board**5
                Triad Center, Suite 750Salt
                Lake City, UT 84180-1128Phone:
                (801) 532-2200Fax:
                (801) 532-7944www.hbmcpas.com











**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**











To
      the
      Board of Directors and Stockholders


Benacquista
      Galleries, Inc








We
      have
      audited the accompanying balance sheets of Benacquista Galleries, Inc. (a
      development stage enterprise) as of September 30, 2004 and 2003, and the related
      statements of operations, stockholders’ deficit, and cash flows for the year
      ended September 30, 2004, for the period from January 17, 2003 (Date of
      Inception) through September 30, 2003 and for the period from January 17, 2003
      (Date of Inception) through September 30, 2004. 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 the financial statements referred to above present fairly, in all
      material respects, the financial position of Benacquista Galleries, Inc. as
      of
      September 30, 2004 and 2003, and the results of its operations and its cash
      flows for the year ended September 30, 2004, for the periods January 17, 2003
      (Date of Inception) through September 30, 2003 and 2004 in conformity with
      U.S.
      generally accepted accounting principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company’s lack of operating history raises substantial doubt
      about its ability to continue as a going concern. Management’s plans regarding
      those matters are also described in Note 2. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.








**HANSEN,
                BARNETT & MAXWELL**Salt
                Lake City, UtahDecember
                9, 2004





14








**BENACQUISTA
                GALLERIES,INC.****(A
                Development Stage Enterprise)****BALANCE
                SHEETS****September
                30,****2004**
            
            **2003****ASSETS****Current
                Assets**Cash
            
            $
            30,302
            
            $
            479Inventory
            
            
            826,127
            
            
            862,127**Total
                Current Assets**
            
            
            856,429
            
            
            862,606**Total
                Assets**
            
            $
            856,429
            
            $
            862,606**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities**Accounts
                payable
            
            $
            713
            
            $
            541Accrued
                interest
            
            
            71,843
            
            
            31,738**Total
                Current Liabilities**
            
            
            72,556
            
            
            32,279**Long-Term
                Liabilities**Note
                payable to related party
            
            
            862,127
            
            
            862,127**Total
                Liabilities**
            
            
            934,683
            
            
            894,406**Stockholders'
                Deficit**Common
                stock - $0.001 par value; 50,000,000 shares authorized;10,000,000
                shares issued and outstanding, respectively
            
            
            10,000
            
            
            10,000Additional
                paid-in capital
            
            
            74,460
            
            
            26,350Deficit
                accumulated during the development stage
            
            
            (162,714
            )
            
            (68,150
            )**Total
                Stockholders' Deficit**
            
            
            (78,254
            )
            
            (31,800
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            856,429
            
            $
            862,606








The
            accompanying notes are an integral part of these financial
            statements.
 15




**BENACQUISTA
                  GALLERIES,INC.****(A
                  Development Stage Enterprise)****STATEMENTS
                  OF OPERATIONS****For
                  The Year Ended September 30,**
              
              **January
                  17, 2003 (Date of Inception) through September 30,**
              
              **Cumulative
                  January 17, 2003 (Date of Inception) through September 30,****2004**
              
              **2003**
              
              **2004****Revenue**
              
              $
              30,000
              
              $
              -
              
              $
              30,000**Cost
                  of Goods Sold**
              
              
              36,000
              
              
              -
              
              
              36,000**Gross
                  Margin**
              
              
              (6,000
              )
              
              
              
              
              (6,000
              )**General
                  and administrative expense**
              
              
              (48,458
              )
              
              (36,412
              )
              
              (84,870
              )**Interest
                  expense**
              
              
              (40,106
              )
              
              (31,738
              )
              
              (71,844
              )**Net
                  Loss**
              
              $
              (94,564
              )
              $
              (68,150
              )
              $
              (162,714
              )**Basic
                  and Diluted Loss per Share**
              
              $
              (0.01
              )
              $
              (0.01
              )**Weighted
                  Average Number of Shares Outstanding**
              
              
              10,000,000
              
              
              9,883,721















The
            accompanying notes are an integral part of these financial
            statements.
 16








**BENACQUISTA
                GALLERIES,INC.****(A
                Development Stage Enterprise)****STATEMENTS
                OF STOCKHOLERS' DEFICIT****Additional**
            
            **Deficit
                Accumulated During the****Common
                Stock**
            
            **Paid-in**
            
            **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Total**Balance
                  - January 17, 2003 (dateof inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Shares
                  Issued for cashJanuary 2003 $0.001 per share
            
            
            10,000,000
            
            
            10,000
            
            
            -
            
            
            -
            
            
            10,000Capital
                  contributions by majorityshareholder
            
            
            -
            
            
            -
            
            
            26,350
            
            
            -
            
            
            26,350Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (68,150
            )
            
            (68,150
            )Balance
                - September 30, 2003
            
            
            10,000,000
            
            
            10,000
            
            
            26,350
            
            
            (68,150
            )
            
            (31,800
            )Capital
                  contributions by majorityshareholder
            
            
            -
            
            
            -
            
            
            48,110
            
            
            -
            
            
            48,110Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (94,564
            )
            
            (94,564
            )Balance
                - September 30, 2004
            
            
            10,000,000
            
            $
            10,000
            
            $
            74,460
            
            $
            (162,714
            )
            $
            (78,254
            )








The
            accompanying notes are an integral part of these financial
            statements.
 17







**BENACQUISTA
                GALLERIES,INC.****(A
                Development Stage Enterprise)****STATEMENTS
                OF CASHFLOWS****September
                30,**
            
            **January
                17, 2003 (Date of Inception) through September 30,**
            
            **Cumulative
                January 17, 2003 (Date of Inception) through September 30,****2004**
            
            **2003**
            
            **2004****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (94,564
            )
            $
            (68,150
            )
            $
            (162,714
            )Changes
                in operating assets and liabilities:Inventory
            
            
            36,000
            
            
            
            
            
            36,000Accounts
                payable
            
            
            172
            
            
            541
            
            
            713Accrued
                interest
            
            
            40,105
            
            
            31,738
            
            
            71,843**Net
                Cash Provided by Operating Activities**
            
            
            (18,287
            )
            
            (35,871
            )
            
            (54,158
            )**Cash
                Flows From Investing Activities**
            
            
            -
            
            
            -
            
            
            -**Cash
                Flows From Financing Activities**Capital
                contributions from majority shareholder
            
            
            48,110
            
            
            26,350
            
            
            74,460Sale
                of common stock
            
            
            -
            
            
            10,000
            
            
            10,000**Net
                Cash Used in Financing Activities**
            
            
            48,110
            
            
            36,350
            
            
            84,460**Net
                Change in Cash**
            
            
            29,823
            
            
            479
            
            
            30,302**Cash
                at Beginning of Year**
            
            
            479
            
            
            -
            
            
            -**Cash
                at End of Year**
            
            $
            30,302
            
            $
            479
            
            $
            30,302**Non
                Cash Financing Activities**Acquisition
                of inventory by issuance of note paybleto
                related party
            
            $
            -
            
            $
            862,127
            
            $
            862,127








The
            accompanying notes are an integral part of these financial
            statements.
 18








**NOTE
      1 - NATURE OF BUSINESS**





***Organization
      and Nature of Operations —*** On
      January 17, 2003, Benacquista Galleries, Inc. (“the Company”) was organized
      under the laws of the State of Nevada. The Company is considered a development
      stage enterprise and is in the process of raising capital to fund operations.
      As
      such, the Company has since inception spent most of its efforts in developing
      its business plan, constructing core materials for eventual sale to customers
      and in raising capital to fund its operations. The Company has relied upon
      cash
      flows from equity issuances to sustain operations. The planned operations of
      the
      Company consist of selling art work through the internet.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





***Business
      Condition*** —
      The
      Company is a new company with no operating history. It has not yet been able
      to
      execute its business plan. This situation raises substantial doubt about its
      ability to continue as a going concern. The Company plans to fund its operations
      with revenues from the sale of art inventory on its interim website
      www.benacquistagalleries.com. However, it may also use proceeds from the
      exercise of a warrant to purchase up to 1,000,000 common shares which could
      generate up to $1,000,000. There is no guarantee that the warrant will be
      exercised. In the event that the Company does not generate these funds, the
      Company’s president has indicated that he will loan sufficient funds to cover
      operating needs for the next twelve months. However, there is no guarantee
      that
      these loans will be made. The financial statements do not include any
      adjustments relating to the recoverability and classification of asset carrying
      amounts or the amount and classification of liabilities that might result should
      the Company be unable to continue as a going concern.





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





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





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





***Cash*** -
      Cash
      consists of a deposit with a bank.




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





19








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





**NOTE
      3** - **INVENTORY**





***Value*** —
      Inventories are stated at the lower of cost or market. When there is evidence
      that the inventory value is less than the original cost, the inventory is
      reduced to market value. The Company determines market value from periodic
      professional appraisals. Appraisals are performed annually or more often as
      deemed appropriate. On September 23, 2003, Ronald L. Brion appraised most of
      the
      works of art and provided an estimated current market value of $875,450. Two
      pieces not included in the appraisal were previously appraised for $18,500
      making the total art inventory fair value $893,950.





***Composition*** —
      Inventory is composed of 41 pieces of art consisting of oil-on-canvas,
      lithograph and pastel paintings, bronze and ceramic sculptures and other
      miscellaneous items.





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





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





***Additional
      Paid-in Capital*** —
      The
      majority shareholder made cash contributions totaling $48,110 and $26,350 for
      the year ended September 30, 2004 and the period January 17, 2003 (date of
      inception) through September 30, 2003.





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





**Fixed
                Warrants**
            
            **Warrants**
            
            **Weighted-
                Average Exercise Price**
            
            **Weighted-Average
                Remaining Contractual Life**Outstanding
                at January 17, 2003
            
            
            —
            
            $
            —
            
            
            —Issuances
            
            
            1,000,000
            
            
            1.00Outstanding
                at September 30, 2003
            
            
            1,000,000
            
            $
            1.00
            
            
            2.34
                yearsIssuances
            
            
            —
            
            
            —Outstanding
                at September 30, 2004
            
            
            1,000,000
            
            $
            1.00
            
            
            1.34
                years











20








**NOTE
      5 - RELATED PARTY TRANSACTIONS**





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








**NOTE
      6 - INCOME TAXES**





The
      Company has paid no federal or state income taxes since its incorporation.
      As of
      September 30, 2004 and September 30, 2003, the Company had net operating loss
      carry forwards for federal income tax reporting purposes of $162,714 and $68,150
      which, if unused, will begin to expire in 2023. The net deferred tax asset
      consists of the following at September 30, 2004 and September 30,
      2003:








September
                30,
              2004
            
            September
                30,
              2003Deferred
                tax asset - operating loss carryforwards
            
            $
            55,323
            
            $
            23,171Valuation
                allowance
            
            
            (55,323
            )
            
            (23,171
            )**Total
                Deferred Income Tax Asset**
            
            $
            —
            
            $
            —The
                following is a reconciliation of the income tax computed using the
                federal
                statutory rate to the provision for income taxes:Tax
                at federal statutory rate (34%)
            
            $
            (32,152
            )
            $
            (23,171
            )Change
                in valuation allowance
            
            
            32,152
            
            
            23,171**Provision
                for Income Taxes**
            
            $
            —
            
            $
            —








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





The
      Company has not changed accountants during the last two fiscal years; nor has
      the Company had any disagreements with the accountants on any matter of
      accounting principles or practices, financial statement disclosures, or auditing
      scope or procedures.





ITEM
      8A.
      CONTROLS AND PROCEDURES.








The
      Company's principal executive officer and principal financial officer, based
      on
      his evaluation of the Company's disclosure controls and procedures (as defined
      in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as
      amended) as of September 30, 2004 have concluded that the Company's disclosure
      controls and procedures are adequate and effective to ensure that material
      information relating to the Company are recorded, processed, summarized and
      reported within the time periods in which this Annual Report has been
      prepared.





The
      Company's principal executive officer, who is also our principal financial
      officer, has concluded that there were no significant changes in the Company's
      internal controls or in other factors that could significantly affect these
      controls for the year ended September 30, 2004, the date of his most recent
      evaluation of such controls, and that there were no significant deficiencies
      or
      material weaknesses in the Company's internal controls.








21








**PART
      III**





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





**DIRECTORS
      AND EXECUTIVE OFFICERS**








Name
            Age
            Position
            SinceJames
                Price
            41
            Chief
                Executive Officer,
              President,
                Director
            2003




*
      James
      Price is our sole officer and director.





The
      following is a biographical summary of the experience of the directors and
      executive officers of the Company:





**JAMES
      PRICE, 41 years old**





James
      Price, chief executive officer, principal accounting officer and director.
      Mr.
      Price currently serves as the president of Aero Financial, Inc. located in
      Monkton, Maryland, through which he provides public relations consulting
      services directly to executives and corporations. He has served in this capacity
      at Aero Financial since February of 2002. Mr. Price also serves as Sole Director
      and Chief Executive Officer of Wine Purveyors International, Inc. of
      Lutherville, MD, where he is the sole employee and has all management and
      operational responsibilities and has served in that capacity since January,
      2003. From December of 1997 until February of 2002, Mr. Price was chief
      executive officer of Columbia Financial Group, Inc. of Lutherville, Maryland,
      an
      investor relations firm, where he was responsible for developing an employee
      benefit plan and training program for Columbia’s employees and where he also
      developed and maintained corporate policies and procedures. From February of
      1995 until December of 1997, Mr. Price was a stockbroker employed by Global
      Financial in Bel Air, Maryland.  From
      September of 1980 until June of 1982, Mr. Price attended Eastern Washington
      University in Cheney, Washington, where he took general studies courses with
      an
      interest in art history. Mr. Price is a veteran of the U.S Army, serving from
      September of 1982 until September of 1985.




Mr.
      Price
      currently spends 10-20 hours per week on Benacquista Galleries matters. It
      is
      possible that Mr. Price’s outside business interests and his lack of full-time
      commitment to Benacquista Galleries may materially damage our financial
      prospects and prospects for commercial success with our business
      model.








**SIGNIFICANT
      EMPLOYEES**





The
      Company's sole significant employee is James Price, its Chief Executive Officer,
      Principal Accounting Officer and Director.





**FAMILY
      RELATIONSHIPS**





There
      are
      no family relationships between any directors or executive officers of the
      Company, either by blood or by marriage.





**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**





During
      the past five years, no director, person nominated to become a director,
      executive officer, promoter or control person of the Company:





(1)
      was a
      general partner or executive officer of any business against which any
      bankruptcy petition was filed, either at the time of the bankruptcy or two
      years
      prior to that time; The officers and directors of the Company due to the
      Operating Subsidiary filing a voluntary petition under Chapter 11 of the
      Bankruptcy Code.





(2)
      was
      convicted in a criminal proceeding or named subject to a pending criminal
      proceeding (excluding traffic violations and other minor offenses);





(3)
      was
      subject to any order, judgment or decree, not subsequently reversed, suspended
      or vacated, of any court of competent jurisdiction, permanently or temporarily
      enjoining, barring, suspending or otherwise limiting his involvement in any
      type
      of business, securities or banking activities; or





(4)
      was
      found by a court of competent jurisdiction (in a civil action), the SEC or
      the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.





22








Section
      16(a) Beneficial Ownership Reporting Compliance





Section
      16(a) of the Securities Exchange Act of 1934 and the rules thereunder require
      Benacquista Galleries's officers and directors, and persons who beneficially
      own
      more than ten percent of a registered class of Benacquista Galleries's equity
      securities, to file reports of ownership and changes in ownership with the
      Securities and Exchange Commission and to furnish Benacquista Galleries with
      copies.





Based
      on
      its reviews of the copies of the Section 16(a) forms received by it, or written
      representations from certain reporting persons, Benacquista Galleries, Inc.
      believes that all outstanding obligations by reporting persons have been
      met.





**CODE
      OF ETHICS**





Our
      Board
      of Directors has not yet adopted a written Code of Business Conduct and Ethics.
      However, we are currently in the process of applying for and maintaining the
      listing of our common stock on the OTC Bulletin Board. As part of the listing
      process, we expect to adopt a written Code of Business Conduct and Ethics.





**ITEM
      10. EXECUTIVE COMPENSATION.**





**EXECUTIVE
      COMPENSATION**





The
      following table sets forth certain information with respect to the compensation
      that was paid in the 2004 fiscal year to the Company's executive officers and
      the aggregate compensation paid by the Company for services rendered during
      the
      periods indicated:





Summary
      Compensation Table





Long
                Term CompensationAnnual
                compensation
            
            Awards
            
            Payouts(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)Name,
                Principal Position
            
            Year
            
            Salary($)
            
            Bonus($)
            
            Other
                annual compensation($)
            
            Restricted
                award(s)($)
            
            Securities
                stock underlying options/SA Rs(#)
            
            LTIP
                Payouts($)
            
            All
                other Comps ($)James
                Price,
            
            
            2004
            
            $
            0
                *
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0CEO,
                Principal Accounting Officer, Director








**James
      Price has not yet drawn any salary from Benacquista Galleries. It is anticipated
      that Mr. Price will begin taking a salary of $60,000 beginning March 31, 2005;
      however, Mr. Price does not intend to begin taking or accruing a salary until
      the 1,000,000 shares underlying the warrant held by XCL Partners have been
      exercised at $1.00 per share. As there can be no assurance that this will ever
      happen, Mr. Price may serve indefinitely without a salary.





Option
      grants since inception and aggregate option exercises during last fiscal year
      and fiscal year-end option values.





Since
      inception, we have not granted any stock options to any individual, including
      our chief executive officer, except that we have granted warrants to purchase
      1,000,000 shares of our common stock to XCL Partners at an exercise price of
      $1.00 per share. We anticipate granting options to various employees, directors
      and consultants. Any such grants will be made at an exercise price equal to
      the
      fair market value of our common stock as determined by our board of directors.





We
      have
      no employment agreements with any of our employees.





**DIRECTOR
      COMPENSATION**





For
      the
      fiscal year ended September 30, 2004, our sole director, James Price was not
      compensated for his services.





23








**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**





The
      following table sets forth the beneficial ownership of shares of Common Stock
      as
      of September 30, 2004, for (i) each person who is known by the Company to be
      the
      beneficial owner of more than a 5% interest in the Company, (ii) directors
      of
      the Company, (iii) the sole "named executive officer" of the Company, as defined
      in Item 402(a)(2) of SEC Regulation S-B, and (iv) the directors and named
      executive officer of the Company as a group. Unless otherwise indicated in
      the
      footnotes, all such interests are owned directly, and the indicated person
      or
      entity has sole voting and investment power. Addresses are provided only for
      5%
      or greater owners.





Executive
      Officers and Directors as a group as of September 30, 2004.




**Beneficial
                Ownership****Title
                of Class**
            **Name
                and Address of**
              **Beneficial
                Owner**
            **Amount
                and Nature of**
              **Beneficial
                Owner**
            **Percent
                of Class**Common
            James
                Price (1)
              15208
                Jarrettsville Pike, Monkton, Maryland 21111
            8,969,100
            89.69%
                (3)Common
            Timothy
                J. Rieu (2)
              3325
                Great Valley Drive,
              West
                Friendship, MD 21794
            1,400,000
                (4)
            13.09%
                (4)




(1)
            Mr.
                Price is the only officer and director. His address is 15208 Jarrettsville
                Pike, Monkton, Maryland 21111.





(2)
            Mr.
                Rieu is the principal of XCL Partners, who is located at 3325 Great
                Valley
                Drive, West Friendship, MD 21794. Timothy J. Rieu is the sole proprietor
                of XCL Partners.





(3)
            The
                89.69% of class is calculated using 10,000,000 shares of common stock
                outstanding. This does not include the issuance of 1,000,000 shares
                of
                common stock upon the exercise of the warrant held by XCL Partners.





(4)
            There
                are currently 10,000,000 shares of issued and outstanding stock.
                The
                exercise of the warrant will result in the issuance of another 1,000,000
                common shares. The 13.09 % of class assumes the issuance of the 1,000,000
                shares under the warrant reflecting XCL Partners ownership on a fully
                dilutive basis (based on 11,000,000 shares outstanding) in addition
                to the
                400,000 issued shares Mr. Rieu currently owns (based on 10,000,000
                currently outstanding shares).








**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





There
      has
      not been, nor is there currently proposed, any transaction or series of similar
      transactions to which we were or are to be a party in which the amount involved
      exceeds $60,000, and in which any director, executive officer, holder of more
      than 5% of our common stock or any member of the immediate family of any of
      these people had or will have a direct or indirect material interest except
      as
      listed below:





On
      January 31, 2003, chief executive officer James Price sold a number of
      individual works of art to us for a purchase price of $862,127.25. We issued
      a
      note for the amount of the purchase price, payable to Mr. Price. The note bears
      interest at an annual rate of 5%. The principal and interest under the note
      are
      due and payable on January 31, 2005. There is no penalty for prepayment. Mr.
      Price paid $862,127.25 for the art.








24








**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K.**





(a)
      LIST
      OF EXHIBITS





**List
      of Exhibits**





3.1
            Articles
                of Incorporation of small business issuer as filed previously with
                the
                Commission on Form SB-2, dated March 31, 20033.2
            Bylaws
                of small business issuer as filed previously with the Commission
                on Form
                SB-2, dated March 31, 2003.31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
                Act
                of 200232.1
            Certification
                of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002




(b)
      REPORTS ON FORM 8-K





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





None





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**





Audit
      fees. Total annual audit fees billed for professional services rendered by
      Hansen, Barnett & Maxwell, during the 2004 and 2003 fiscal years for the
      audit of our annual financial statements and the review of the financial
      statements included in our quarterly reports on Form 10-QSB, or services that
      are normally provided by Hansen, Barnett & Maxwell, P.C. in connection with
      statutory and regulatory filings or engagements for those fiscal years, totaled
      approximately $6,304 and $ 5,723 respectively.





Audit-related
      Fees. Total aggregate audit fees billed during the 2004 and 2003 fiscal years
      for assurance and related services by Hansen, Barnett & Maxwell, that are
      reasonably related to the performance of the audit or review of Benacquista
      Galleries, Inc.'s financial statements and not reported in the paragraph above
      under "Audit Fees" were $11,443 and $9,925, respectively. These fees were
      primarily for services provided with the company’s registration statements.





Tax
      Fees.
      The total fees billed during the 2004 and 2003 for professional services
      rendered by Hansen, Barnett & Maxwell, for tax compliance, tax advice, and
      tax planning services were approximately $158 and $0, respectively.
      Specifically, these services involved preparation of the consolidated tax
      returns and guidance on tax accruals.





All
      Other
      Fees. There were no fees billed by Hansen, Barnett & Maxwell, during our
      2004 and 2003 fiscal years for any other services rendered to Benacquista
      Galleries, Inc. other than the amounts set forth above.








25








**SIGNATURE**





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





**Benacquista
      Galleries, Inc.**











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

















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





*/s/
                James
                Price*
              *James
                Price*
              *Chief
                Executive Officer*
              *(Duly
                Authorized Officer and Principal*
              *Financial
                and Accounting Officer)*
              
              
              *Dated:
                June 23, 2005*








26