UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[ X ]    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED Sept. 30, 1999

                                       or

[    ]   TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.

Commission File Number:  0-25055


                            Galaxy Enterprises, Inc.
                            -------------------------
        (Exact name of small business issue as specified in its charter)


            Nevada                                                88-031-5212
-------------------------------                              -------------------
(State or other jurisdiction of                                (I.R.S. Employer
  incorporation or organization)                             Identification No.)


                     754 Technology Avenue, Orem, Utah 84097
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (801) 227-0004
                           --------------------------
                           (Issuer's telephone number)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing  requirements  for the past 90 days Yes [ X ] No
[  ].


         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of   November 15, 1999
                                                            -------------------

   Classes of Common Stock                          Number of shares outstanding
-----------------------------                       ----------------------------
Common Stock, $.007 par value                                   5,706,444

Transitional Small Business Disclosures Forms
         (Check one):
         Yes [    ]  No [ X ]

<PAGE>

                            Galaxy Enterprises, Inc.

                                  ------------

                              INDEX TO FORM 10-QSB



                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited)                                   Page

         Condensed Consolidated Balance Sheets --
         September 30, 1999 and December 31, 1998 ............................3

         Condensed Consolidated Statements of Operations --
         Nine months ended September 30, 1999 and 1998 and
         Three Months ended September 30, 1999 and 1998 ......................4

         Condensed Consolidated Statements of Cash Flows --
         Nine months ended September 30, 1999 and 1998 .......................5

         Notes to Condensed Consolidated Financial Statements ................6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations .......................7


                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ....................................13


<PAGE>

<TABLE>
<CAPTION>
                        Galaxy Enterprises, Inc. and Subsidiary
                 Unaudited Condensed Consolidated Balance Sheet as of:

                                                     Unaudited           Audited
                                                   Sept 30, 1999      Dec 31, 1998
                                                  ----------------   ----------------
                     Assets
<S>                                               <C>                <C>
Current Assets:
  Cash                                                    114,919             24,718
  Accounts Receivable                                     864,739             81,620
  Inventory                                                38,132
  Prepaid Expenses                                        889,603             18,549
  Deferred Income Taxes                                    14,200             14,200
  Credit Card Reserves                                    656,924            129,205
                                                  ----------------   ----------------
      Total Current Assets                              2,578,517            268,292

Fixed Assets:
  Computer & Office Equipment                             256,091            190,508
  Computer Software                                        64,744             32,189
  Furniture & Fixtures                                     10,885              6,104
  Other                                                    40,215              2,840
  Less: Accumulated Depreciation                         (130,527)           (59,773)
                                                  ----------------   ----------------
      Net Book Value                                      241,408            171,868

Goodwill                                                  875,066            794,753
Organizational, Start-up, Offering Costs                                      67,127
Deferred Income Taxes                                     317,546
Other Assets                                               40,404             32,815
                                                  ----------------   ----------------

        Total Assets                                    4,052,941          1,334,855
                                                  ================   ================


              Liabilities & Equity

Current Liabilities:
  Notes Payable - Short Term                              207,172            115,000
  Accounts Payable                                      1,101,066            830,774
  Accrued Expenses                                        356,658            108,536
  Deferred Revenue                                        996,503
  Income Taxes Currently Payable                                               7,900
  Unearned Income                                                              6,060
                                                  ----------------   ----------------
      Total Current Liabilities                         2,661,399          1,068,270

Long Term Debt:
  Deferred Income Taxes                                    10,300             10,300
  Vendor Reserves Retained                                151,129

Shareholder Equity:
  Common Stock                                             39,985             36,971
  Additional Paid-in Capital                            1,547,795             91,959
  Retained Earnings                                      (357,667)           127,355
                                                  ----------------   ----------------
     Total Shareholder Equity                           1,230,113            256,285

Total Liabilities & Shareholders Equity                 4,052,941          1,334,855
                                                  ================   ================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                        Galaxy Enterprises, Inc. and Subsidiaries
                                 Unaudited Condensed Consolidated Statement of Operations

                                                 Three Months        Three Months        Nine Months         Nine Months
                                                     Ended              Ended               Ended               Ended
                                                Sept. 30, 1999      Sept. 30, 1998     Sept. 30, 1999      Sept. 30, 1998
                                                ----------------   -----------------   ----------------    ----------------
<S>                                             <C>                <C>                 <C>                 <C>
REVENUE
  Sales                                               6,257,927           2,346,950         14,425,215           8,514,968
  Cost of sales                                       3,485,778           1,048,745          8,129,748           3,782,500
                                                ----------------   -----------------   ----------------    ----------------
                               GROSS PROFIT           2,772,149           1,298,205          6,295,467           4,732,468

OPERATING EXPENSES
  Selling                                             2,139,661           1,315,198          5,148,682           3,557,049
  General and administrative                            634,770             360,169          1,735,806             869,313
  Depreciation                                           27,579              11,881             70,754              36,875
  Amortization                                           16,276              11,864             45,376              35,591
                                                ----------------   -----------------   ----------------    ----------------
                   TOTAL OPERATING EXPENSES           2,818,286           1,699,112          7,000,618           4,498,828

                           OPERATING INCOME             (46,137)           (400,907)          (705,151)            233,640

OTHER (INCOME) EXPENSES
  Interest income                                          (606)                                (6,783)
  Other income
  Interest expense                                        1,708                 223              6,275               1,003
  Other expense                                           3,301               5,247             10,542              15,733
                                                ----------------   -----------------   ----------------    ----------------
              TOTAL OTHER (INCOME) EXPENSES               4,403               5,470             10,034              16,736

Income before income taxes                              (50,540)           (406,377)          (715,185)            216,904

Income tax expense (benefit)                              2,852            (158,457)          (275,145)             82,972
                                                ----------------   -----------------   ----------------    ----------------

Income before cumulative effect of
     a change in accounting principal                   (53,392)           (247,920)          (440,040)            133,932

Cumulative effect on prior years of
    accounting change
     (less income taxes of $25,432)                                                             44,982

                          NET INCOME (LOSS)             (53,392)           (247,920)          (485,022)            133,932
                                                ================   =================   ================    ================


Weighted average shares outstanding:
  Basic                                               5,706,444           5,271,652          5,706,444           5,271,652
  Diluted                                             6,262,059           5,271,652          6,262,059           5,271,652

Net income per share:
  Basic                                                  (0.009)             (0.047)            (0.085)              0.025
  Diluted                                                                    (0.047)                                 0.025
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                    Galaxy Enterprises, Inc. and Subsidiaries
                             Unaudited Condensed Consolidated Statement of Cash Flows
                              For the nine months ending September 30, 1999 and 1998

                                                                           1999                      1998
                                                                   ----------------------    ----------------------
<S>                                                                <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                                               (485,022)                  133,932
Adjustments to reconcile net earnings to net
cash flows from (used by)  operating activities:
  Depreciation                                                                    70,754                    51,026
  Amortization                                                                    45,376                    35,591
  Effect of accounting change                                                     67,127

  Changes in operating assets and liabilities:
    Increase in accounts receivable                                             (783,119)                 (181,398)
    Increase in inventories                                                      (38,132)
    Increase in prepaid expenses                                                (871,054)                  (22,500)
    (Increase) decrease in credit card reserves                                 (527,719)                  (18,488)
    Increase in deferred income taxes                                           (317,546)
    Decrease (increase) in other assets                                           (7,589)                  (30,469)
    Increase in goodwill                                                        (125,689)                   16,781
    (Decrease) increase in accounts payable                                      270,292                   (35,784)
    Increase (decrease) in accrued expenses                                      248,122                  (200,075)
    Increase in deferred revenue                                                 996,503
    Increase in vendor reserves retained                                         151,129                    14,920
    (Decrease) increase in accrued income taxes payable                           (7,900)                   82,235
    Increase (decrease) in other current liabilities                              (6,060)                   (6,872)
                                                                   ----------------------    ----------------------
          Net cash flows (used by) operating activities                       (1,320,527)                 (161,101)
                                                                   ----------------------    ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment                                                         (140,294)                  (80,920)
                                                                   ----------------------    ----------------------
          Net cash used by investing activities                                 (140,294)                  (80,920)
                                                                   ----------------------    ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Cash from notes payable                                                         92,172                   100,000
  Repayment of notes
  Common stock issued for cash                                                 1,458,850
                                                                   ----------------------    ----------------------
          Net cash flows from financing activities                             1,551,022                   100,000
                                                                   ----------------------    ----------------------

NET INCREASE (DECREASE) IN CASH                                                   90,201                  (142,021)

CASH AT THE BEGINNING OF THE PERIOD                                               24,718                   113,144

                                                                   ----------------------    ----------------------
CASH AT THE END OF THE PERIOD                                                    114,919                   (28,877)
                                                                   ======================    ======================
</TABLE>
<PAGE>
                            GALAXY ENTERPRISES, INC.

         NOTES TO UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS


Basis of Presentation

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
adjustments,  necessary to present fairly the financial position, and results of
operations and cash flows of Galaxy  Enterprises,  Inc. ("the "Company") for the
respective  periods  presented.  The results of operations for an interim period
are not  necessarily  indicative  of the results,  which may be expected for any
other interim period, or for the year as a whole.

Certain  information  and footnote  disclosures  normally  included in financial
statements presented in accordance with generally accepted accounting principles
have been omitted.  The accompanying  unaudited interim  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes in the Company's  Form 10-KSB for the year ending  December
31, 1998. All  inter-company  accounts and transactions  have been eliminated in
consolidation.

Credit Card Reserves
Credit card reserves  represent  amounts of money due the Company from banks and
credit card processing  companies who have handled Visa,  Master Card,  American
Express and Discover Card  transactions.  The Company  recognizes revenue at the
time  the  customer's   credit  card  is  charged  by  establishing  an  account
receivable.  Later  when the cash is  received  from a  credit  card  processing
company and placed in a Company bank account the receivable is credited.

Deferred Revenue
Deferred  revenues  represent  advance  payments  made by some  customers to the
Company at the time an order is placed. The prepayment is between 33% and 67% of
the total purchase price. The customer is invoiced for the difference when title
to the products transfers to the customer. At that point the deferred revenue is
recognized.

Vendor Reserves Retained
These  reserves  represent  amounts  withheld from sales  commissions  earned by
contract telemarketing  companies.  It is anticipated that some customer refunds
will be made and the  company  retains  a small  percentage  of the  commissions
earned  to  assure  recovery  of the sales  commissions  in the  event  that the
contract  telemarketing  company is no longer  earning  commissions.  There is a
contractual  limit to the amount of reserve the Company is authorized to retain.
Six months after termination of services by the telemarketing company any unused
reserve will be given to the contractor.

Change in Accounting Principle
In July 1998,  the AICPA issued  Statement of Position  98-5  "Reporting  on the
Costs of Start-up  Activities".  SOP 98-5 requires start-up costs to be expensed
as incurred and requires previously capitalized  organization and start-up costs
to be written-off  effective for fiscal years beginning after December 15, 1998.
Accordingly, the Company has reported a charge of $44,982 (net of tax benefit of
$25,432) or $.007 per share for write-off of previously capitalized organization
costs.


Item 2.  Management's Discussion and Analysis or Plan of Operation
         ---------------------------------------------------------
The  following  discussion  and analysis of financial  condition  and results of
operations   should  be  read  in  conjunction  with  the  Unaudited   Condensed
Consolidated Financial Statements and Notes thereto included elsewhere herein.

Results of Operations

Nine Months  Ended  September  30, 1999 and the third  calendar  quarter of 1999
compared to Nine Months Ended September 30, 1998 and the third calendar  quarter
of 1998

Revenues.  The Company's  sales for the nine-month  period ending  September 30,
1999 were  $14,425,215  as compared to $8,514,968  for the similar period ending
September 30, 1998, an increase of 69%. Sales for the third quarter of 1999 were
$6,257,927  compared to 2,346,950  in 1998 an increase of 167%.  The increase in
both periods was partially do to increased  attendance at the Company's Internet
training  workshops.  During the first nine months of 1999 the Company conducted
121  workshops  compared  with 84 for the similar  period in 1998.  Furthermore,
during  the  nine  months  of  1999  the  company's  telemarketing  revenue  was
$6,478,735  compared to $3,116,976 in 1998, an increase of 108%. In addition the
Company's Impact Media division  contributed  $1,322,168 in sales.  Impact Media
was purchased on May 31, 1999 so there were no corresponding sales in 1998.

Cost of  Services/Products  Sold.  Cost of sales during the first nine months of
1999 totaled $8,129,748, which is equal to 56% of revenues. Cost of sales during
the first  nine  months  of 1998  totaled  $3,782,500,  which is equal to 44% of
revenues.  This  increase  in the cost of sales as a  percentage  of revenues is
primarily  due to an increase in the cost of  conducting  the Internet  training
workshops and programming customer  storefronts.  Another factor contributing to
the lower gross profit was the increase in telemarketing sales, which have lower
margins.  The  Company is making  efforts  to bring more of these  telemarketing
sales  in-house,  as opposed to  contracting  the sales with outside  companies,
which will help increase these margins. During the third quarter of 1999 Cost of
sales  were equal to 56% of  revenues  compared  to 45% for the same  quarter in
1998.  Cost of sales is made up of the cost of tangible  products sold, the cost
to conduct Internet training workshops, the cost to program customer storefronts
and   contract   telemarketing   services.   Cost  of  sales  does  not  include
depreciation.

Selling,   General   and   Administrative   Expenses.   Selling,   General   and
Administrative Expenses in the first nine months of 1999 were $6,884,488 in 1999
compared to  $4,426,362  in 1998.  These  expenses,  as a  percentage  of sales,
decreased  in 1999 to 48% from 52% in 1998.  The  decrease in the  expenses as a
percentage  of sales is  attributable  to the  Company's  cost control  measures
undertaken even as it expanded its  telemarketing  channel,  increased  customer
service and programming staff,  obtained larger facilities to accommodate growth
and  experienced  increased  legal  fees.  The  Company  anticipates  that  such
expenses,  as a percentage of sales,  will continue to improve in the future, as
increasing revenues will allow for economies of scale.

Depreciation.  Depreciation expense in the first nine months of 1999 was $70,754
compared  to  $36,875  in 1998.  This was the result of  purchases  of  computer
equipment, software and other long-term assets.

Amortization.  During 1999  amortization  of Goodwill and  Deferred  Charges was
$115,790  compared to $35,591 in 1998. In July 1998, the AICPA issued  Statement
of  Position  98-5  "Reporting  on the Costs of Start-up  Activities".  SOP 98-5
requires  start-up  costs to be  expensed as incurred  and  requires  previously
capitalized  organization  and start-up  costs to be  written-off  effective for
fiscal years  beginning  after December 15, 1998.  Accordingly,  the Company has
reported a charge of $70,414  during  this  period  for  previously  capitalized
organization  costs. The balance of the  amortization,  $45,376 results from the
amortization of Goodwill. Total Goodwill at the end of the nine-month period was
$875,066.  The Goodwill arose from the purchase by the Company of the assets and
business interests of Profit Education  Systems,  Inc., CO-OP Business Services,
Inc. and Impact Media, LLC.

Income  Taxes.  The income tax  benefit  for 1999 was  $275,145  compared  to an
expense of $82,972 in 1998.  Both amounts were  calculated  at statutory  rates.
Management  believes that the Company will be profitable  during the next twelve
months and thus be able to use the net operating  loss carry forward during that
period of time.

Net Income/Loss. The Company reported a Net Loss of $485,022 for the nine months
ending September 30, 1999, as compared to Net Income of $133,932 for the similar
period in 1998.  On a per share basis this amounted to a loss of $.085 per share
in 1999 as  compared  to a profit of $.025 per share in 1998.  During  the third
quarter  of 1999 the loss was  $53,392  compared  to a loss of  $247,920  in the
comparable period of 1998.

Capital Resources

New  Investments.  During the first  quarter  of 1999,  the  Company  (i) sold a
$500,000  convertible  note to the  Augustine  Fund  through  Augustine  Capital
Management, an institutional investor based in Chicago,  Illinois, and (ii) sold
250,000 shares of common stock to Invest Linc Emerging Growth Fund I, L.L.C. and
granted  the fund a warrant to purchase  up to 250,000  additional  shares at an
exercise  price of $2.84  per  share for a total  consideration  of  $1,000,000.
During  January and February  1999,  the Augustine  Fund converted the note into
169,192  shares of the  Company's  common stock at a weighted  average  price of
$2.96 per share. This capital infusion has significantly  improved the Company's
liquidity and its ability to meet ongoing working capital needs.

Cash. Cash on hand at September 30, 1999 totaled $114,919 as compared to $24,178
at December  31,  1998.  Total  current  assets  were  2,578,517  and  $268,292,
respectively.

Accounts  Receivable.  Accounts  Receivable  were $864,739 at September 30, 1999
compared to $81,620 in 1998. This increase is the result of the Company offering
to finance  customer  purchases with monthly  payments at its Internet  training
workshops  and the Impact  Media  division  selling to  customers  in the normal
course of business on open account. The workshop receivable is carried at 60% of
the principal balance owed, the remainder being reserved for non-payment,  while
the Impact  Media is carried at full value due to the credit  worthiness  of its
customers.  The net  workshop  receivable  is  $508,377  and  Impact  Media's is
$160,290.

Prepaid  Expenses.  Prepaid expense at September 30, 1999 were $889,603 compared
to 18,549 at the end of last year. The increase is mainly the result of payments
made,  prior  to  delivery,   to  vendors  of  the  Impact  Media  division  for
manufacturing  custom cut  compact  discs.  This  amounted to  $558,780.  Impact
Media's  customers also make advance  payments to the Company.  Also Galaxy Mall
recorded  certain  marketing costs  ($310,700)  incurred in the third quarter of
1999 as  prepaid  expenses  since  they  apply  directly  to  Internet  training
workshops to be held during the fourth and subsequent quarters of 1999 and 2000.
Revenues  to be  derived  from  these  expenditures  will occur in the fourth or
subsequent  quarters of 1999 and 2000. These marketing costs consist of mailings
to and newspaper  advertising for potential  customers for our Internet training
workshops that target dates in subsequent quarters; the salaries,  travel costs,
meeting  rooms and supplies  used by our  employees to hold  "preview  sessions"
which will secure  attendees to workshops in  subsequent  quarters;  and travel,
hotel and other costs which must be prepaid to support  workshops in  subsequent
quarters.

Credit Card  Reserves.  Credit card reserves at September 30, 1999 were $656,924
compared to  $129,205  at December  31,  1998.  Credit card  reserves  represent
amounts of money due the Company from banks and credit card processing companies
who  have  handled  Visa,  Master  Card,  American  Express  and  Discover  Card
transactions for us. The accounting  policy used is to recognize  revenue at the
time  the  customer's   credit  card  is  charged  by  establishing  an  account
receivable.  Later  when the cash is  transferred  to one of our bank  operating
accounts the  receivable  is credited.  The cash arrives in our bank accounts at
various times  depending on the nature of the transaction and can be as early as
48 hours or as late as several weeks. One bank has required the company to leave
on deposit with them 5% of the credit card proceeds until the amount reaches 50%
of  one  month's  transactions.  This  reserve  earns  interest  at  the  bank's
certificate  of deposit  rate and will be  returned  to the  company at a future
date. The balance in this account at September 30, 1999 was $138,999.

Accounts Payable.  Accounts payable at September 30, 1999 totaled  $1,101,066 as
compared to $830,774 at the end of 1998.

Deferred  Revenue.  Deferred  Revenue at  September  30,  1999 was  $996,503  as
compared  to zero at the end of last year.  These are advance  payments  made by
some customers to the Company at the time an order is placed.  The prepayment is
between 33% and 67% of the total  purchase  price.  The customer is invoiced for
the  difference  when title to the products  transfers to the customer.  At that
point the deferred revenue is recognized.

Vendor  Reserves  Retained.  These  reserves,  $151,129 at  September  30, 1999,
represent   amounts   withheld  from  sales   commissions   earned  by  contract
telemarketing  companies.  It is anticipated  that some customer refunds will be
made and the company  retains a small  percentage of the  commissions  earned to
assure  recovery  of the  sales  commissions  in the  event  that  the  contract
telemarketing  company is no longer earning commissions.  There is a contractual
limit to the amount of reserve the Company is authorized  to retain.  Six months
after  termination of services by the  telemarketing  company any unused reserve
will be given to the contractor.

Equipment and Property. Equipment increased during the first nine months of 1999
from  $231,641 to  $371,935  before  depreciation.  This was due to the need for
additional  computer  and other  equipment  to conduct the  Company's  business.
Additional  capital equipment  purchases will be necessary as the Company grows.
The  Company  also  leases  equipment.  Leasing  allows the  Company  the use of
equipment  without the need to disburse the entire purchase price in cash at the
time of acquisition.

Stockholders'  Equity. Total Stockholders' Equity increased to $1,230,113 during
the first nine months of 1999 from $256,285 at December 31, 1998.  This resulted
from the sale of  Company  stock  as  explained  in New  Investment  above,  but
partially offset by the net loss for the period.

Liquidity

Ratios.  At September  30, 1999 the  Company's  current  ratio,  current  assets
compared to current liabilities,  was a .97 to 1 compared to a negative 4.0 to 1
as of December  31,  1998.  This  improvement  was  accomplished  by the sale of
Company stock.

Financing  Arrangements.  The  Company was able to arrange a bank line of credit
for $200,000 with Far West Bank of Provo,  Utah. This line is intended to assist
the Company  through the  seasonal  slow  periods it  experiences.  From July 15
through  Labor Day and again  from  Thanksgiving  Day  until  January  15 of the
following  year the business is slower than at other times.  It is the result of
fewer  attendees  at the  Company's  Internet  training  seminars  during  these
traditional vacation and holiday periods.

Cash flow.  Sale of Company  stock has  allowed  the Company to meet its current
obligations. During the first quarter of 1999 the Company sold 250,000 shares of
common stock and a convertible  note resulting in net proceeds to the company of
$1,450,000.  These cash inflows  enabled the Company to begin  implementing  its
strategic  plan for future  growth,  but they will not be sufficient to fund the
entire  business  plan.  Therefore,  it will be necessary  to obtain  additional
equity funding and long-term loans from banks or other financial institutions to
meet its long-term goals.  The Company  anticipates that it will sell additional
stock through either  private or registered  public  offerings  during 1999, and
will  continue its efforts to improve its  financial  condition so as to qualify
for long term loans from commercial banking institutions.

Business Development

         On June 25, 1999,  IMI, Inc., a wholly-owned  subsidiary of the Company
acquired substantially all of the assets of Impact Media, L.L.C., a Utah limited
liability  company  ("Impact  Media")  engaged in the  design,  manufacture  and
marketing of multimedia brochure kits, shaped compact discs and similar products
and services intended to facilitate  conducting business over the Internet.  The
assets acquired include, among other things,  equipment,  inventory and finished
goods,   intellectual   property,   computer  programs  and  cash  and  accounts
receivable,  the primary use of which  relates to the  design,  manufacture  and
marketing of Impact Media's  products and services.  It is the present intent of
the Company to continue to devote the assets to such purposes.  The  transaction
is more fully described in a Form 8-K filing dated July 9, 1999.



                           PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

         (a)  Exhibits

         Exhibit No.                      Exhibit
         -----------             -------------------------------------------
           27.1                  Financial Data Schedule



                                   SIGNATURES


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


Date:  September 15, 1999                    GALAXY ENTERPRISES, INC.

                                                 /s/
                                             -----------------------------------
                                             Frank C. Heyman
                                             Chief Financial Officer
                                            (As a duly authorized officer of the
                                             Company and as principal financial
                                             officer of the Company)