UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10 - Q





(Mark
One)


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


For
      the quarterly period ended March 31,
2009.





OR





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


For
      the transition period from _________ to
  __________.





Commission File
Number:  000-51940




FSP Galleria North
Corp.


(Exact name of registrant as specified
in its charter)





Delaware
            20-1641289(State or other jurisdiction
      of
            (I.R.S.
      Employerincorporation or
      organization)
            Identification
      No.)





401
Edgewater Place, Suite 200


Wakefield,
MA 01880-6210


(Address
of principal executive offices)(Zip Code)







(781)
557-1300


(Registrant’s
telephone number, including area code)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.





YES     [X]
            NO     [  ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





YES     [  ]
            NO     [  ]





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





Large accelerated filer
      [  ]
            Accelerated filer
      [  ]Non-accelerated
      filer    [  ]    (Do not
      check if a smaller reporting company)
            Smaller reporting company
      [X]







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





YES     [  ]
            NO     [X]





The
number of shares of common stock outstanding was 1 and the number of shares of
preferred stock outstanding was 860 each as of May 4, 2009.











FSP
Galleria North Corp.





Form
10-Q





Quarterly
Report


March
31, 2009





Table
      of ContentsPagePart
      I.  Financial InformationItem
      1. Financial StatementsConsolidated
      Balance Sheets as of March 31, 2009 and December 31, 2008
            2Consolidated
      Statements of Operations for the three months ended March 31, 2009 and
      2008
            3Consolidated
      Statements of Cash Flows for the three months ended March 31, 2009 and
      2008
            4Notes
      to Consolidated Financial Statements
            5-6Item
      2. Management’s Discussion and Analysis of Financial
    Conditionand
      Results of Operations
            7-10Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            11Item
      4. Controls and Procedures
            11Item
      4T. Controls and Procedures
            11Part
      II.  Other InformationItem
      1. Legal Proceedings
            12Item
      1A. Risk Factors
            12Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            12Item
      3. Defaults Upon Senior Securities
            12Item
      4. Submission of Matters to a Vote of Security Holders
            12Item
      5. Other Information
            12Item
      6.Exhibits
            12Signatures
            13








1


PART
I – FINANCIAL INFORMATION





Item
1.  Financial Statements.





FSP
      Galleria North Corp.
              Consolidated
      Balance Sheets
              (Unaudited)





(in
      thousands, except shares and par value amounts)
              
              March
      31,
                2009
              
              
              December
      31,
                2008Assets:Real
      estate investments, at cost:Land
              
              $
              5,535
              
              
              $
              5,535Buildings
      and improvements
              
              
              58,483
              
              
              
              58,483Fixtures
      and equipment
              
              
              52
              
              
              
              5264,070
              
              
              
              64,070Less
      accumulated depreciation
              
              
              6,689
              
              
              
              6,312Real
      estate investments, net
              
              
              57,381
              
              
              
              57,758Acquired
      real estate leases, net of accumulated amortization of $3,070 and $2,898,
      respectively
              
              
              544
              
              
              
              716Acquired
      favorable real estate leases, net of accumulated amortization of $1,323
      and $1,248, respectively
              
              
              234
              
              
              
              309Cash
      and cash equivalents
              
              
              7,003
              
              
              
              9,265Tenant
      rent receivable
              
              
              162
              
              
              
              156Step
      rent receivable
              
              
              23
              
              
              
              31Prepaid
      expenses and other assets
              
              
              166
              
              
              
              169Total
      assets
              
              $
              65,513
              
              
              $
              68,404Liabilities
      and Stockholders’ Equity:Liabilities:Accounts
      payable and accrued expenses
              
              $
              719
              
              
              $
              3,128Total
      liabilities
              
              
              719
              
              
              
              3,128Commitments
      and Contingencies:
              
              
              -
              
              
              
              -Stockholders’
      Equity:Preferred
      Stock, $.01 par value, 860 shares authorized, issued and outstanding,
      aggregate liquidation preference $86,000 at March 31, 2009 and December
      31, 2008
              
              
              -
              
              
              
              -Common
      Stock, $.01 par value, 1 share authorized, issued and
      outstanding
              
              
              -
              
              
              
              -Additional
      paid-in capital
              
              
              78,956
              
              
              
              78,956Distributions
      in excess of retained earnings
              
              
              (14,162
              )
              
              
              (13,680
              )Total
      Stockholders’ Equity
              
              
              64,794
              
              
              
              65,276Total
      Liabilities and Stockholders’ Equity
              
              $
              65,513
              
              
              $
              68,404See
      accompanying notes to consolidated financial statements.





2





FSP
      Galleria North Corp.
              Consolidated
      Statements of Operations
              (Unaudited)





For
      theThree
      Months EndedMarch
      31,(in
      thousands, except shares and per share amounts)
              
              2009
              
              
              2008Revenues:Rental
              
              $
              2,771
              
              
              $
              2,653Total
      revenue
              
              
              2,771
              
              
              
              2,653Expenses:Rental
      operating expenses
              
              
              772
              
              
              
              747Real
      estate taxes and insurance
              
              
              445
              
              
              
              343Depreciation
      and amortization
              
              
              549
              
              
              
              547Total
      expenses
              
              
              1,766
              
              
              
              1,637Income
      before interest income
              
              
              1,005
              
              
              
              1,016Interest
      income
              
              
              13
              
              
              
              59Net
      income attributable to preferred stockholders
              
              $
              1,018
              
              
              $
              1,075Weighted
      average number of preferred shares outstanding,basic
      and diluted
              
              
              860
              
              
              
              860Net
      income per preferred share, basic and diluted
              
              $
              1,184
              
              
              $
              1,250See
      accompanying notes to consolidated financial statements.





3





FSP
      Galleria North Corp.
              Consolidated
      Statements of Cash Flows
              (Unaudited)





For
      the
                    Three
      Months Ended
                    March
      31,(in
      thousands)
                  
                  2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      income
                  
                  $
                  1,018
                  
                  
                  $
                  1,075Adjustments
      to reconcile net income to net cashprovided
      by (used for) operating activities:Depreciation
      and amortization
                  
                  
                  549
                  
                  
                  
                  547Amortization
      of favorable real estate leases
                  
                  
                  75
                  
                  
                  
                  74Changes
      in operating assets and liabilities:Tenant
      rent receivable
                  
                  
                  (6
                  )
                  
                  
                  119Step
      rent receivable
                  
                  
                  8
                  
                  
                  
                  8Prepaid
      expenses and other assets
                  
                  
                  3
                  
                  
                  
                  (74
                  )Accounts
      payable and accrued expenses
                  
                  
                  (2,409
                  )
                  
                  
                  (951
                  )Net
      cash provided by (used for) operating activities
                  
                  
                  (762
                  )
                  
                  
                  798Cash
      flows from investing activities:Purchase
      of real estate assets
                  
                  
                  -
                  
                  
                  
                  -Net
      cash used for investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Distributions
      to stockholders
                  
                  
                  (1,500
                  )
                  
                  
                  (1,716
                  )Net
      cash used for financing activities
                  
                  
                  (1,500
                  )
                  
                  
                  (1,716
                  )Net
      decrease in cash and cash equivalents
                  
                  
                  (2,262
                  )
                  
                  
                  (918
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  9,265
                  
                  
                  
                  8,908Cash
      and cash equivalents, end of period
                  
                  $
                  7,003
                  
                  
                  $
                  7,990Disclosure
      of non-cash investing activites:Accrued
      costs for purchase of real estate assets
                  
                  $
                  -
                  
                  
                  $
                  27See
      accompanying notes to consolidated financial statements.





4


FSP
Galleria North Corp.


Notes
to Consolidated Financial Statements


(Unaudited)





1.
            Organization, Properties, Basis of
      Presentation and Recent Accounting
  Pronouncements





Organization





FSP Galleria North Corp. (the “Company”)
was organized on September 21, 2004 as a corporation under the laws of the State
of Delaware to purchase, own and operate a sixteen-story Class “A” office tower
containing approximately 379,518 rentable square feet of space located on
approximately 4.8 acres of land in Dallas, Texas (the
“Property”).  The Company acquired the Property on October 14,
2004.  Franklin Street Properties Corp. (“Franklin Street”) (NYSE
Amex: FSP) holds the sole share of the Company’s common stock, $.01 par value
per share (the “Common Stock”).  Between December 2004 and August
2005, FSP Investments LLC (member, FINRA and SIPC), a wholly-owned subsidiary of
Franklin Street, completed the sale on a best efforts basis of 860 shares of
preferred stock, $.01 par value per share (the “Preferred Stock”) in the
Company.  FSP Investments LLC sold the Preferred Stock in a private
placement offering to “accredited investors” within the meaning of Regulation D
under the Securities Act of 1933.





All references to the Company refer to
FSP Galleria North Corp. and its consolidated subsidiaries, collectively, unless
the content otherwise requires.




Basis
of Presentation





The unaudited consolidated financial
statements of the Company include all the accounts of the Company and its wholly
owned subsidiaries.  These financial statements should be read in
conjunction with the Company's financial statements and notes thereto contained
in the Company's Annual Report on Form 10-K for the year ended December 31,
2008, as filed with the Securities and Exchange Commission (the
“SEC”).





The accompanying interim financial
statements are unaudited; however, the financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and in conjunction with the rules
and regulations of the SEC.  Accordingly, they do not include all of
the disclosures required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting solely of normal recurring matters)
necessary for a fair presentation of the financial statements for these interim
periods have been included.  Operating results for the three months
ended March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009 or for any other
period.





Recent Accounting
Pronouncements





In May 2008, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting (“SFAS”) No.
162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No.
162).  SFAS No. 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy).  SFAS No. 162 is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
(PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  The Company
is currently evaluating the impact of SFAS No. 162 on the Company’s consolidated
financial statements.





2.
            Income
  Taxes





The Company has elected to be taxed as a
real estate investment trust (“REIT”) under the Internal Revenue Code of 1986,
as amended (the "Code").  As a REIT, the Company generally is entitled
to a tax deduction for dividends paid to its stockholders, thereby effectively
subjecting the distributed net income of the Company to taxation at the
shareholder level only.  The Company must comply with a variety of
restrictions to maintain its status as a REIT.  These restrictions
include the type of income it can earn, the type of assets it can hold, the
number of stockholders it can have and the concentration of their ownership, and
the amount of the Company’s income that must be distributed
annually.








5


FSP
Galleria North Corp.


Notes
to Consolidated Financial Statements


(Unaudited)





2.
            Income Taxes
      (continued)





The Company’s adoption of the provisions
of FASB Interpretation No. 48. “Accounting for Uncertainty in Income Taxes”,
(“FIN 48”) effective January 1, 2007 did not result in recording a liability,
nor was any accrued interest and penalties recognized with the adoption of FIN
48.  Accrued interest and penalties will be recorded as income tax
expense, if the Company records a liability in the future.  The
Company’s effective tax rate was not affected by the adoption of FIN
48.  The Company files income tax returns in the U.S. federal
jurisdiction and State of Texas jurisdiction.  The statute of
limitations for the Company’s income tax returns is generally three years and as
such, the Company’s returns that remain subject to examination would be
primarily from 2005 and thereafter.





3.
            Related
      Party Transactions





The Company has in the past engaged in
and currently engages in transactions with a related party, Franklin Street, and
its subsidiaries FSP Investments LLC and FSP PropertyManagementLLC (collectively
“FSP”).  The Company expects to continue to have related party
transactions with FSP in the form of management fees paid to FSP to manage the
Company on behalf of its stockholders.  FSP Property Management LLC
currently provides the Company with asset management and financial reporting
services.  The asset management agreement between the Company and FSP
Property Management LLC requires the Company to pay FSP Property Management LLC
a monthly fee equal to one percent (1%) of the gross revenues of the
Property.  The asset management agreement between the Company and FSP
Property Management LLC may be terminated by either party without cause at any
time, upon at least thirty (30) days written notice, effective at the end of the
notice period.  For the three months ended March 31, 2009 and 2008,
management fees paid were$28,000and $27,000, respectively.





Franklin Street is the sole holder of
our one share of Common Stock that is issued and
outstanding.  Subsequent to the completion of the private placement of
the Preferred Stock in August 2005, Franklin Street has not been entitled to
share in earnings or any dividend related to the Common Stock of the
Company.




4.
            Net
      Income Per Share





Basic
net income per share is computed by dividing net income by the weighted average
number of shares of Preferred Stock outstanding during the
period.  Diluted net income per share reflects the potential dilution
that could occur if securities or other contracts to issue shares were exercised
or converted into shares.  There were no potential dilutive shares
outstanding at March 31, 2009 and 2008.





5.
            Segment
      Reporting





The
Company operates in one industry segment, which is real estate ownership of
commercial property.  The Company owned and operated the Property for
all periods presented.





6.
            Cash
      Distributions





The
Company’s board of directors declared and paid cash distributions were as
follows:





Quarter
Paid
                        
                        Distributions Per
                          Preferred
    Share
                        
                        
                        Total
                          DistributionsFirst quarter of
      2009
                        
                        $
                        1,744
                        
                        
                        $
                        1,500,000First quarter of
      2008
                        
                        $
                        1,995
                        
                        
                        $
                        1,716,000





7.
            Subsequent
      Event





The
Company’s board of directors declared a cash distribution of $1,395 per share of
Preferred Stock on April 17, 2009 to the holders of record of the Company’s
Preferred Stock on April 30, 2009, payable on May 20, 2009.


6


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





The
following discussion should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report and in our Annual Report on
Form 10-K for the year ended December 31, 2008.  Historical results
and percentage relationships set forth in the consolidated financial statements,
including trends which might appear, should not be taken as necessarily
indicative of future operations.  The following discussion and other
parts of this Quarterly Report on Form 10-Q may also contain forward-looking
statements based on current judgments and current knowledge of management, which
are subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking
statements.  Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements.  Investors are cautioned that
our forward-looking statements involve risks and uncertainty, including without
limitation, economic conditions in the United States and in the market where we
own the Property, continued disruptions in the debt markets, risks of a
lessening of demand for the type of real estate owned by us, changes in the
economic conditions of our sole tenant or its parent, the pending expiration of
our sole tenant’s lease on December 31, 2009, changes in government regulations,
and expenditures that cannot be anticipated such as utility rate and usage
increases, unanticipated repairs, additional staffing, insurance increases and
real estate tax valuation reassessments.  Although we believe the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.  We may not update any of the forward-looking statements
after the date this Quarterly Report on Form 10-Q is filed to conform them to
actual results or to changes in our expectations that occur after such date,
other than as required by law.





Overview





We own and operate a sixteen-story Class
Asuburbanoffice tower located in Dallas, Texascontaining approximately
379,518 square feet of rentable space located on approximately 4.8 acres of
land, which we refer to as the Property.  The Property is 100% leased
to a single tenant, Tenet Hospitals Limited, which we refer to as Tenet
Hospitals, whose lease expires on December 31,
2009.




We operate in one business segment,
which is real estate operations, and own a single property.  Our real
estate operations involve real estate rental operations, leasing services and
property management services.  The main factor that affects our real
estate operations is the broad economic market conditions in the United States
and, more specifically, the economic conditions in Dallas, Texas, the relevant
submarket.  These market conditions affect the occupancy levels and
the rent levels on both a national and local level.  We have no
influence on national or local market conditions.




Trends and
Uncertainties





Economic
Conditions





The
economy in the United States is currently experiencing unprecedented
disruptions, including increased levels of unemployment, the failure and near
failure of a number of large financial institutions, reduced liquidity and
increased credit risk premiums for a number of market
participants.  Economic conditions may be affected by numerous
factors, including but not limited to, inflation and employment levels, energy
prices, recessionary concerns, changes in currency exchange rates, the
availability of debt and interest rate fluctuations.  The current
disruptions in the U.S. economy have affected real estate values, occupancy
levels and property income levels and may continue or worsen in the
future.  At this time, we cannot predict the extent or duration of any
negative impact that the current disruptions in the U.S. economy will have on
our business and, more specifically, on our efforts to find a replacement tenant
(or tenants) following the expiration of Tenet Hospitals’ lease on December 31,
2009.





Real Estate
Operations





On
August 7, 2008, Tenet Hospitals announced that it will be relocating to a
different property location following the expiration of its lease on December
31, 2009.  Prior to Tenet Hospitals’ August 7, 2008 announcement,
management had assumed that a full re-tenanting of the Property would likely be
required.  As a result, management previously initiated a marketing
strategy to find, and is aggressively searching for, a replacement tenant (or
tenants).  However, we may not be able to re-lease all of the space
and any space that is re-leased may be at a rate that is significantly lower
than the expiring rate, possibly resulting in decreased cash flows.





7


It
is difficult for management to predict what will happen to occupancy and rents
after the expiration of our lease with Tenet Hospitals on December 31, 2009
because the need for space and the price tenants are willing to pay are tied to
both the local economy and to the larger trends in the national economy, such as
job growth, interest rates, the availability of credit and corporate earnings,
which in turn are tied to even larger macroeconomic and political factors, such
as recessionary concerns, volatility in energy pricing and the risk of
terrorism.  In addition to the difficulty of predicting macroeconomic
factors, it is difficult to predict how our local market or potential
replacement tenants will suffer or benefit from changes in the larger
economy.  In addition, because the Property is in a single geographical
market, these macroeconomic trends may have a different effect on the Property
and on potential replacement tenants, some of which may operate on a national
level.





For
the three months ended March 31, 2009, we believe that vacancy rates began to
increase and that rental rates began to decrease for Class A buildings in the
Lower Tollway portion of the Far North Dallas submarket.  Continuing
turmoil in the global financial markets has slowed the pace of leasing activity
in the Dallas office market and may prolong the amount of time it takes to lease
the Property after the expiration of our lease with Tenet Hospitals on December
31, 2009.





Given
the amount of space that will need to be re-leased upon the expiration of Tenet
Hospitals’ lease on December 31, 2009 and the potential for significant tenant
improvement allowances and leasing commissions, it is possible that we may need
to borrow funds in the future.  We may, without the consent of any
holder of shares of our Preferred Stock, obtain a revolving line of credit of up
to $27,400,000 on commercially reasonable terms to be used for capital
improvements or to pay operating expenses of the Property, if
needed.  As of May 4,
2009, the Company had neither sought nor obtained a line of
credit.  In addition,our board of directors has decided to
reduce the amount of the dividend that it will distribute to the holders of our
Preferred Stock for 2009 in order to build up a reserve that will be allocated
to fund operating expenses in the event that the Property remains vacant for an
extended period of time





In
light of the current economic downturn, the potential for tenants to default on
their leases or to seek the protection of bankruptcy laws has
increased.  If any of our tenants (existing or future) defaults on its
lease, we may experience delays in enforcing our rights as a landlord and may
incur substantial costs in protecting our investment.  In addition, at
any time, a tenant may seek the protection of bankruptcy laws, which could
result in the rejection and termination of such tenant’s lease and thereby cause
a reduction in cash available for distribution to our
stockholders.  Bankruptcy or a material adverse change in the
financial condition of a material tenant would likely have a material adverse
effect on our results of operations.





Critical
Accounting Policies





We
have certain critical accounting policies that are subject to judgments and
estimates by our management and uncertainties of outcome that affect the
application of these policies.  We base our estimates on historical
experience and on various other assumptions we believe to be reasonable under
the circumstances.  On an on-going basis, we evaluate our
estimates.  In the event estimates or assumptions prove to be
different from actual results, adjustments are made in subsequent periods to
reflect more current information.  The accounting policies that we
believe are most critical to the understanding of our financial position and
results of operations, and that require significant management estimates and
judgments, are discussed in Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report on Form 10-K
for the year ended December 31, 2008.





Critical
accounting policies are those that have the most impact on the reporting of our
financial condition and results of operations and those requiring significant
judgments and estimates.  We believe that our judgments and
assessments are consistently applied and produce financial information that
fairly presents our results of operations.





No
changes to our critical accounting policies have occurred since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2008.





Results of
Operations





The
Property is currently 100% leased to one tenant pursuant to a lease that was in
place prior to the acquisition of the Property and that expires on December 31,
2009.





Comparison
of the three months ended March 31, 2009 to the three months ended March 31,
2008.





Revenue





Total revenue increased by $0.1 million
to $2.8 million for the three months ended March 31, 2009, as compared to $2.7
million for the same period
in 2008. The increase was primarily due to an increase in recovery of expenses.
The majority of the operating expenses, real estate taxes and insurance expenses
represent amounts recoverable by the Company.








8


Expenses





Total expenses increased approximately by $0.2
million to $1.8 million for the three months ended March 31, 2009 as compared to
$1.6 million for the same period in 2008.  This increase was primarily
attributable to an increase in real estate taxes between the periodsdue to tax abatements received in
2008.





Liquidity and Capital
Resources





Cash and cash equivalents were $7.0
million at March 31, 2009 and $9.3 million at December 31, 2008. The $2.3
million decrease for the three months ended March 31, 2009 is
attributable to
approximately $0.8 million used by operating activities and $1.5 million used
for financing activities.





Management believes that existing cash
and cash equivalents as of March 31, 2009 of $7.0 million and cash anticipated
to be generated internally
by operations will be sufficient to meet working capital requirements,
distributions and anticipated capital expenditures for at least the next 12
months.





Operating Activities





The cash used for operating activities
of $0.8 million for the three months ended March 31, 2009 is primarily
attributable to net income of approximately $1.0 million plus the add-back of
$0.6 million of depreciation and amortization, which was partially offset by a
$2.4 million decrease in accounts payable and accrued expenses. The decrease in accounts payable and
accrued expenses was primarily a result of the timing of real estate tax
payments compared to the accrual of the related expenses.





Financing Activities





Cash used for financing activities of
$1.5 million for the three
months ended March 31, 2009 was attributable to distributions to
stockholders.





Sources
and Uses of Funds





Our principal demands on liquidity are
cash for operations and dividends paid to equity holders.  As of March
31, 2009, we had approximately $0.7 million in accrued liabilities and no
long-term debt.  In the near term, liquidity is generated by cash from
operations.





Contingencies





We
may be subject to various legal proceedings and claims that arise in the
ordinary course of our business.  Although occasional adverse
decisions (or settlements) may occur, we believe that the final disposition of
such matters will not have a material adverse effect on our financial position
or results of operations.





Related
Party Transactions





We have in the past engaged in and
currently engage in transactions with a related party, Franklin Street
Properties Corp., which we refer to as Franklin Street, and its subsidiaries FSP
Investments LLC and FSP Property Management LLC, which we collectively refer to
as FSP.  We expect to continue to have related party transactions with
FSP in the form of management fees paid to FSP to manage us on behalf of our
stockholders.  FSP Property Management LLC currently provides us with
asset management and financial reporting services.  The asset
management agreement between the Company and FSP Property Management LLC
requires us to pay FSP Property Management LLC a monthly fee equal to one
percent (1%) of the gross revenues of the Property.  The asset
management agreement may be terminated by either party without cause at any
time, upon at least thirty (30) days written notice, effective at the end of the
notice period.  For the three months ended March 31, 2009 and 2008,
management fees paid were $28,000 and $27,000, respectively.





Franklin Street is the sole holder of
our one share of common stock that is issued and
outstanding.  Subsequent to the completion of the private placement of
our preferred stock in August 2005, Franklin Street has not been entitled to
share in earnings or any dividend related to our common
stock.





9


Concentration
of Credit Risks





For
the three months ended March 31, 2009 and 2008, 100% of the Property’s rental
income was derived from our lease with Tenet Hospitals, with the lease being
fully guaranteed by Tenet Healthcare Corporation (NYSE: THC).  We
refer to Tenet Hospitals and Tenet Healthcare Corporation collectively as
Tenet.  The Property has been designated as the worldwide headquarters
for Tenet.  As such, future receipts are dependent upon the financial
strength of the lessee and its ability to perform under the lease
agreement.  Tenet’s filings with the Securities and Exchange
Commission are publicly available.





Tenet
had total current assets of $2.6 billion and $2.7 billion, total assets of $8.1
billion and $8.2 billion, total current liabilities of $1.8 billion and $1.9
billion, total liabilities of $7.8 billion and $8.1 billion and total
shareholder’s equity of $291 million and $103 million at March 31, 2009 and
December 31, 2008, respectively.  Tenet had net income (losses) from
continuing operations before income taxes of $199 million and $(22) million for
the three months ended March 31, 2009 and 2008, respectively.  Tenet
had net income (losses) of $178 million and $(31) million for the three months
ended March 31, 2009 and 2008, respectively.





All
of the information set forth above regarding Tenet comes from Tenet's filings
with the Securities and Exchange Commission and we have not independently
verified its accuracy.











10


Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





Not
applicable.





Item
4.  Controls and Procedures.





Not
applicable.





Item
4T.  Controls and Procedures.







Disclosure
Controls and Procedures




Our management, with the participation
of our principal executive officer and principal financial officer, evaluated
the effectiveness of our disclosure controls and procedures as of March 31,
2009. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 or the
Exchange Act, means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosure.  Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.  Based on the evaluation of our disclosure controls and
procedures as of March 31, 2009, our principal executive officer and principal
financial officer concluded that, as of such date, our disclosure controls and
procedures were effective at the reasonable assurance level.





Changes
in Internal Control Over Financial Reporting





No
change in our internal control over financial reporting occurred during the
quarter ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.










11


PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





From
time to time, we may be subject to legal proceedings and claims that arise in
the ordinary course of our business.  Although occasional adverse
decisions (or settlements) may occur, we believe that the final disposition of
such matters will not have a material adverse effect on our financial position,
cash flows or results of operations.





Item 1A.  Risk
Factors.





Not
applicable.





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





None.





Item
3.  Defaults Upon Senior Securities.





None.





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





None.





Item
5.  Other Information.





None.





Item
6.  Exhibits.





See
Exhibit Index attached hereto, which is incorporated herein by
reference.





12


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





FSP
GALLERIA NORTH CORP.








Date
            Signature
            TitleDate:  May
      8, 2009
            /s/ George J.
      Carter
              George
      J. Carter
            President
              (Principal
      Executive Officer)Date:  May
      8, 2009
            /s/ Barbara J.
      Fournier
              Barbara
      J. Fournier
            Chief
      Operating Officer
              (Principal
      Financial Officer)








13


EXHIBIT
INDEX





Exhibit
      No.
            Description31.1
            Certification
      of FSP Galleria North Corp.'s principal executive officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
      of FSP Galleria North Corp.'s principal financial officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of FSP Galleria North Corp.'s principal executive officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            Certification
      of FSP Galleria North Corp.'s principal financial officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







14