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, 2011
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------



|[   ] |  | 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. Employer   
|incorporation or organization)  | Identification No.)



401 Edgewater Place

Wakefield, MA 01880

(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 April 30, 2011.









FSP Galleria North Corp.



Form 10-Q



Quarterly Report

March 31, 2010



Table of Contents



|           |                       |                                                                                          |    | Page
|---------- | --------------------- | ---------------------------------------------------------------------------------------- | -- | ----
|Part I.    | Financial Information |                                                                                          |   
|           |                       |                                                                                          |    |     
|           | Item 1.               | Financial Statements                                                                     |    |     
|           |                       |                                                                                          |    |     
|           |                       | Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010                   |    | 2   
|           |                       |                                                                                          |    |     
|           |                       | Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 |    | 3   
|           |                       |                                                                                          |    |     
|           |                       | Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 |    | 4   
|           |                       |                                                                                          |    |     
|           |                       | Notes to Consolidated Financial Statements                                               |    | 5-6 
|           |                       |                                                                                          |    |     
|           | Item 2.               | Management’s Discussion and Analysis of Financial Condition and Results of Operations    |    | 7-10
|           |                       |                                                                                          |    |     
|           | Item 3.               | Quantitative and Qualitative Disclosures About Market Risk                               |    | 11  
|           |                       |                                                                                          |    |     
|           | Item 4.               | Controls and Procedures                                                                  |    | 11  
|           |                       |                                                                                          |    |     
|           |                       |                                                                                          |    |     
|Part II.   | Other Information     |                                                                                          |   
|           |                       |                                                                                          |    |     
|           | Item 1.               | Legal Proceedings                                                                        |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 1A.              | Risk Factors                                                                             |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 2.               | Unregistered Sales of Equity Securities and Use of Proceeds                              |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 3.               | Defaults Upon Senior Securities                                                          |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 4.               | Removed and Reserved                                                                     |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 5.               | Other Information                                                                        |    | 12  
|           |                       |                                                                                          |    |     
|           | Item 6.               | Exhibits                                                                                 |    | 12  
|           |                       |                                                                                          |    |     
|Signatures |                       |                                                                                          | 13





1





PART I – FINANCIAL INFORMATION



Item 1.	Financial Statements.



FSP Galleria North Corp.
Consolidated Balance Sheets

(Unaudited)



|                                                                                                                             |  | March 31, |         | December 31,
|---------------------------------------------------------------------------------------------------------------------------- |  | --------- | ------- | ------------
|(in thousands, except shares and par value amounts)                                                                          |  | 2011      |         | 2010        
|                                                                                                                             |  |           |         |             
|Assets:                                                                                                                      |  |           |         |             
|                                                                                                                             |  |           |         |             
|Real estate investments, at cost:                                                                                            |  |           |         |             
|Land                                                                                                                         |  | $         | 5,535   |             
|Building and improvements                                                                                                    |  |           | 59,086  |             
|Fixtures and equipment                                                                                                       |  |           | 69      |             
|                                                                                                                             |  |           | 64,690  |             
|                                                                                                                             |  |           |         |             
|Less accumulated depreciation                                                                                                |  |           | 9,714   |             
|                                                                                                                             |  |           |         |             
|Real estate investments, net                                                                                                 |  |           | 54,976  |             
|                                                                                                                             |  |           |         |             
|Cash and cash equivalents                                                                                                    |  |           | 4,768   |             
|Tenant rent and other receivable, less allowance      for doubtful accounts of $0 and $230, respectively                     |  |           | 35      |             
|Step rent receivable                                                                                                         |  |           | 2       |             
|Prepaid expenses and other assets                                                                                            |  |           | 12      |             
|                                                                                                                             |  |           |         |             
|Total assets                                                                                                                 |  | $         | 59,793  |             
|                                                                                                                             |  |           |         |             
|Liabilities and Stockholders’ Equity:                                                                                        |  |           |         |             
|                                                                                                                             |  |           |         |             
|Liabilities:                                                                                                                 |  |           |         |             
|Accounts payable and accrued expenses                                                                                        |  | $         | 261     |             
|                                                                                                                             |  |           |         |             
|Total liabilities                                                                                                            |  |           | 261     |             
|                                                                                                                             |  |           |         |             
|Commitments and Contingencies                                                                                                |  |           |         |             
|                                                                                                                             |  |           |         |             
|Stockholders’ Equity:                                                                                                        |  |           |         |             
|Preferred Stock, $.01 par value, 860 shares                                                                                  |  |           |         |             
|authorized, issued and outstanding at March 31, 2011         and December 31, 2010, aggregate liquidation preference $86,000 |  |           | —       |             
|                                                                                                                             |  |           |         |             
|Common Stock, $.01 par value, 1 share                                                                                        |  |           |         |             
|authorized, issued and outstanding                                                                                           |  |           | —       |             
|Additional paid-in capital                                                                                                   |  |           | 78,956  |             
|Retained earnings and distributions in excess of earnings                                                                    |  |           | (19,424 | )           
|                                                                                                                             |  |           |         |             
|Total Stockholders’ Equity                                                                                                   |  |           | 59,532  |             
|                                                                                                                             |  |           |         |             
|Total Liabilities and Stockholders’ Equity                                                                                   |  | $         | 59,793  |             
|See accompanying notes to consolidated financial statements.                                                                



2







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



|                                                             |  | For the           
|------------------------------------------------------------ |  | ------------------
|                                                             |  | Three Months Ended
|                                                             |  | March 31,         
|(in thousands, except share and per share amounts)           |  | 2011              
|                                                             |  |                   
|Revenues:                                                    |  |                   
|Rental                                                       |  | $                 
|                                                             |  |                   
|Total revenue                                                |  |                   
|                                                             |  |                   
|Expenses:                                                    |  |                   
|                                                             |  |                   
|Rental operating expenses                                    |  |                   
|Real estate taxes and insurance                              |  |                   
|Depreciation and amortization                                |  |                   
|                                                             |  |                   
|Total expenses                                               |  |                   
|                                                             |  |                   
|Net loss before interest income                              |  |                   
|                                                             |  |                   
|Interest income                                              |  |                   
|                                                             |  |                   
|                                                             |  |                   
|Net loss attributable to preferred stockholders              |  | $                 
|                                                             |  |                   
|Weighted average number of preferred shares outstanding,     |  |                   
|basic and diluted                                            |  |                   
|                                                             |  |                   
|Net loss per preferred share, basic and diluted              |  | $                 
|See 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)                                               |  | 2011                                 
|Cash flows from operating activities:                        |  |                                      
|Net loss                                                     |  | $                                    
|Adjustments to reconcile net loss to net cash                |  |                                      
|used for operating activities:                               |  |                                      
|Depreciation and amortization                                |  |                                      
|Increase in bad debt reserve                                 |  |                                      
|Changes in operating assets and liabilities:                 |  |                                      
|Tenant rent receivable                                       |  |                                      
|Prepaid expenses and other assets                            |  |                                      
|Accounts payable and accrued expenses                        |  |                                      
|                                                             |  |                                      
|Net cash used for operating activities                       |  |                                      
|                                                             |  |                                      
|Cash flows from investing activities:                        |  |                                      
|Purchase of real estate assets                               |  |                                      
|                                                             |  |                                      
|Net cash used for investing activities                       |  |                                      
|                                                             |  |                                      
|Net decrease in cash and cash equivalents                    |  |                                      
|                                                             |  |                                      
|Cash and cash equivalents, beginning of period               |  |                                      
|                                                             |  |                                      
|Cash and cash equivalents, end of period                     |  | $                                    
|                                                             |  |                                      
|See accompanying notes to consolidated financial statements.





4





FSP Galleria North Corp.

Notes to Consolidated
Financial Statements

(Unaudited)



1.   Organization, Basis
of Presentation, Real Estate and Depreciation, and Financial Instruments



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 context 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, 2010, 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 generally accepted
accounting principles (“GAAP”) 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 GAAP 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, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 or
for any other period.



Real Estate and Depreciation



Real estate assets are stated at the
lower of cost or fair value, as appropriate, less accumulated depreciation.

Costs related to property acquisition
and improvements are capitalized. Typical capital items include new roofs, site improvements, various exterior building improvements
and major interior renovations. Funding for capital improvements typically is provided by cash set aside at the time the Property
was purchased.

Routine replacements and ordinary maintenance
and repairs that do not extend the life of the asset are expensed as incurred. Funding for repairs and maintenance items typically
is provided by cash flows from operating activities.

Depreciation is computed using the
straight-line method over the assets’ estimated useful lives as follows:

| | Category               | Years
| | ---------------------- | -----
| |                        |      
| | Building - Commercial  | 39   
| | Building Improvements  | 15-39
| | Furniture and Fixtures | 5-7  



The Company reviews the Property to
determine if the carrying amount will be recovered from future cash flows if certain indicators of impairment are identified at
the Property. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future
occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. When indicators
of impairment are present and the sum of the undiscounted future cash flows is less than the carrying value of such asset, an impairment
loss is recorded equal to the difference between the asset’s current carrying value and its fair value based on discounting
its estimated future cash flows. At March 31, 2011 and December 31, 2010, no impairment charges were recorded.



5





FSP Galleria North Corp.

Notes to Consolidated Financial Statements

(Unaudited)



1.   Organization, Basis
of Presentation, Real Estate and Depreciation, and Financial Instruments



Financial Instruments



The Company estimates that the carrying value
of cash and cash equivalents approximate their fair values based on their short-term maturity and prevailing interest rates.



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.



Accrued interest and penalties will be
recorded as income tax expense if the Company records a liability in the future. 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 2007
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 Property Management LLC (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, 2011 and 2010, management fees paid were $0.



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.

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, 2011 and 2010.



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





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, 2010. 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, the attractiveness of the Property to prospective tenants, our ability to find a replacement tenant or tenants for the
space vacated by Tenet Hospitals Limited, disruptions in the debt markets, risks of a lessening of demand for the type of real
estate owned by us, 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 A suburban office tower located in Dallas, Texas containing 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 was previously 100%
leased to a single tenant, Tenet Hospitals Limited, which we refer to as Tenet Hospitals, whose lease expired on December 31, 2009.
The Property is currently vacant.

Franklin Street Properties
Corp., which we refer to as Franklin Street, is the sole holder of our one share of common stock, $.01 par value per share, which
we refer to as the Common Stock, that is issued and outstanding. 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 our
preferred stock, $.01 par value per share, which we refer to as the Preferred Stock. 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. Since the completion of the placement of the Preferred Stock in August 2005, Franklin Street has not been entitled to
share in any earnings or dividend related to the Common Stock.



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 continuing to experience a period of limited economic growth, including historically high levels of
unemployment, the failure and near failure of a number of large financial institutions and increased credit risk premiums for
a number of market participants. The broad economic conditions in the United States are affected by numerous factors,
including but not limited to, inflation and employment levels, energy prices, slow growth and/or recessionary concerns,
changes in currency exchange rates, geopolitical events, the availability of debt and interest rate fluctuations. We believe
that this  period of limited economic growth has affected real estate values, occupancy levels and property income levels and
may continue or worsen in the future. We also believe that this  period of limited economic growth has negatively impacted
our ability to re-lease the space vacated by Tenet Hospitals on December 31, 2009. At this time, we cannot predict the extent
or duration of this negative impact on our business and, more specifically, on our efforts to
find a replacement tenant (or tenants) for Tenet Hospitals.



Real Estate Operations



On December 31,
2009, our lease with Tenet Hospitals expired and the Property is currently vacant. Management had planned for this vacancy and
is aggressively working with its local leasing team to re-lease the Property. 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 rate paid by Tenet Hospitals.

7





Management prefers
to find an anchor tenant with a minimum size of a few floors, but has been considering all types and sizes for our first occupant.
Although the number of inquiries and showings have been increasing, we believe that the Galleria submarket has struggled to keep
existing tenants and to attract new tenants, and the majority of larger prospective tenants have elected to relocate farther north
within the submarket of Far North Dallas. We also believe that the pending construction of the LBJ interstate freeway and resultant
fear of growing congestion have been a significant detraction to the near-term perception of the Galleria area.

During the three months
ended March 31, 2011, we believe that vacancy rates and rental rates stabilized for Class A buildings in the Lower Tollway portion
of the Far North Dallas submarket, where the Property is located. These trends may continue, worsen or improve in the future. Management
believes that the Property is very well positioned as compared to other existing buildings in the Far North Dallas submarket, but
management believes that the Property is competing primarily with potential build-to-suit projects for larger prospective users.
Although the economy has shown signs of potential recovery, the pace of leasing activity in the Lower Tollway portion of the Far
North Dallas submarket has been sluggish and will likely prolong the amount of time it takes to re-lease the Property.



Management believes that
the Property will continue to attract prospective tenants seeking quality office suites in Class A office buildings in the Lower
Tollway submarket of Far North Dallas. In order to maintain the Property’s position in the marketplace, management previously
hired an architect to begin the process of repositioning the Property to attract a wide variety of prospective tenants. During
the fourth quarter of 2010, a marketing center was constructed on the first floor and select portions of floors were demolished
and cleaned to better present the interior and exterior views. Management is utilizing the marketing center to feature plans for
a large conference center and brand new fitness center that could be viewed as highly-desirable amenities for prospective tenants.
During the third quarter of 2010, management replaced the original cooling tower with a new cooling tower with enhanced capacity
and efficiency that will be able to accommodate a larger number of prospective tenants with supplemental cooling needs. In addition,
during the fourth quarter of 2009, management successfully led the effort to cause the Property to achieve LEED® Gold Certification
by the U.S. Green Building Council in the Leadership in Energy and Environmental Design for Existing Buildings: Operations and
Maintenance, which we refer to as LEED-EB: O&M. In fact, the Property was the first commercial building in Dallas, Texas to
be awarded the highly-esteemed Gold Certification for LEED-EB: O&M.



It is difficult for management
to predict what will happen to occupancy and rents at the Property in the future 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, geopolitical events 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. Although we cannot predict how long it would take to lease vacant space at the Property or what
the terms and conditions of any new leases would be, we would expect to sign new leases at then current market rates which may
be below the rate paid by Tenet Hospitals.



In anticipation
of the current vacancy and the increasing possibility of a prolonged economic downturn, we reduced the amount of our dividend distributions
for calendar year 2009 and suspended dividend distributions for 2010 and the foreseeable future in order to maintain a reserve
that could be utilized to fund operating and/or leasing costs. As of March 31, 2011, we had approximately $4.5 million of cash
available to help fund operating and/or leasing costs.

Given
the amount of space that needs to be re-leased with the departure of Tenet Hospitals 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 March 31, 2011,
the Company had neither sought nor obtained a line of credit.

The potential for tenants
to default on their leases or to seek the protection of bankruptcy laws exists. If any of our future tenants 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.

8





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, 2010.



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, 2010.



Results of Operations



Comparison of the three
months ended March 31, 2011 to the three months ended March 31, 2010.



Revenue



The revenue remained relatively
unchanged for the three months ended March 31, 2011 compared to the same period in 2010.



Expenses



Total expenses decreased
by approximately $0.1 million to $0.9 million for the three months ended March 31, 2011, as compared to $1.0 million for the three
months ended March 31, 2010. This decrease was predominately attributable to a $0.1 million decrease in rental operating expenses.



Liquidity and Capital
Resources



Cash and cash equivalents
were $4.8 million at March 31, 2011 and $5.8 million at December 31, 2010. The $1.1 million decrease for the three months ended
March 31, 2011 is attributable to approximately $1.0 million used for operating activities.



Management believes that
the existing cash and cash equivalents as of March 31, 2011 of $4.8 million will be sufficient to meet operational needs, working
capital requirements, distributions and anticipated capital expenditures for at least the next 12 months.



Operating Activities



The cash used by operating
activities of $1.0 million for the three months ended March 31, 2011 is primarily attributable to a net loss of approximately $0.8
million plus the add-back of $0.4 million of depreciation and amortization, which was partially offset by a $0.6 million decrease
in accounts payable and accrued expenses.



Investing Activities



Cash used for investing
activities of approximately $31,000 for the three months ended March 31, 2011 was for capital expenditures.



Financing Activities



None.

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Sources and Uses of
Funds



The Company’s principal
demand on liquidity is cash for operations and dividends paid to equity holders. As of March 31, 2011 we had approximately $0.3
million in accrued liabilities and no long-term debt.



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, 2011 and 2010, management fees paid were $0.



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.





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Item 3.   Quantitative and Qualitative Disclosures
About Market Risk.



Not applicable.



Item 4.   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, 2011. 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, 2011, 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, 2011 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.





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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.   Removed and Reserved.





Item 5.   Other Information.



None.



Item 6.   Exhibits.



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



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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                                           | Title                                                        
|------------------ | --------------------------------------------------- | -------------------------------------------------------------
|                   |                                                     |                                                              
|Date: May 12, 2011 | /s/ George J. Carter
        George J. Carter       | President
        (Principal Executive Officer)              
|                   |                                                     |                                                              
|Date: May 12, 2011 | /s/ Barbara J. Fournier
        Barbara J. Fournier | Chief Operating Officer
        (Principal Financial Officer)





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EXHIBIT INDEX



|Exhibit No. | Description                                                                                                                                                                              
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | 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.        









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