<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


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

       For the transition period from _______________ to _______________.


                        COMMISSION FILE NUMBER: 333-95549


                              GALAXY MINERALS, INC.
        (Exact name of small business issuer as specified in its charter)



                    FLORIDA                              65-0974212
        (State or other jurisdiction of                 (IRS Employer
         incorporation or organization)              Identification No.)

                           500 PARK AVENUE, SUITE 203
                              LAKE VILLA, IL 60046
                    (Address of principal executive offices)

                                 (847) 265-7600
                          (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 [ ]

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DUIRNG
THE PRECEDING FIV EYEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
                                 Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of November 11, 2004,
there were 327,383,292 shares of common stock, par value $0.001, issued and
outstanding.


                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                                 Yes [ ] No [X]

<PAGE>

                              GALAXY MINERALS, INC.


                                TABLE OF CONTENTS
                                -----------------



                         PART I - FINANCIAL INFORMATION

ITEM 1         Financial Statements............................................3

ITEM 2         Managements Discussion and Analysis or Plan of Operation.......12

ITEM 3         Controls and Procedures........................................16


                           PART II - OTHER INFORMATION

ITEM 1         Legal Proceedings..............................................18

ITEM 2         Unregistered Sales of Equity Securities and Use of Proceeds....18

ITEM 3         Defaults Upon Senior Securities................................18

ITEM 4         Submission of Matters to a Vote of Security Holders............18

ITEM 5         Other Information..............................................18

ITEM 6         Exhibits.......................................................19



                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION


This Quarterly Report includes forward-looking statements within the meaning of
the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are
based on management's beliefs and assumptions, and on information currently
available to management. Forward-looking statements include the information
concerning our possible or assumed future results of operations set forth under
the heading "Management's Discussion and Analysis of Financial Condition or Plan
of Operation." Forward-looking statements also include statements in which words
such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider" or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Readers are cautioned not to put undue reliance on any
forward-looking statements.

ITEM 1   FINANCIAL STATEMENTS



                                       3
<PAGE>
<TABLE>


                                GALAXY MINERALS, INC. AND SUBSIDIARY
                               F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                                   (AN EXPLORATION STAGE COMPANY)
                               CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                         SEPTEMBER 30, 2004
==========================================================================================

                                               ASSETS

<S>                                                                          <C>
CURRENT ASSETS

        Cash                                                                 $      1,234
        Investments                                                             3,687,226
        Deferred tax asset, less valuation allowance of $2,461,000                     --
                                                                             -------------
                      TOTAL ASSETS                                              3,688,460
                                                                             =============


                                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

        Accounts payable and accrued expenses                                $      9,498
        Stockholder loans                                                         235,372
                                                                             -------------
                     TOTAL CURRENT LIABILITIES                                    244,870
                                                                             -------------

MINORITY INTEREST IN CONSOLIDATED JOINT VENTURE                                   (38,981)
                                                                             -------------

STOCKHOLDERS' EQUITY

        Preferred stock ($.001 par value, 10,000,000 shares
          authorized: none issued and outstanding)                                     --
        Common stock ($.001 par value, 500,000,000 shares
          authorized: 327,383,293 issued and outstanding)                         327,383
        Additional paid-in-capital                                             15,595,685
        Deficit accumulated during the exploration stage                      (12,309,492)
        Deficit                                                                  (131,005)
                                                                             -------------
                     TOTAL STOCKHOLDERS' EQUITY                                 3,482,571
                                                                             -------------

                                                                             -------------
                             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $  3,688,460
                                                                             =============


                  See accompanying notes to the consolidated financial statements.
</TABLE>

                                                 4
<PAGE>
<TABLE>

                                               GALAXY MINERALS, INC. AND SUBSIDIARY
                                              F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                                                  (AN EXPLORATION STAGE COMPANY)
                                               STATEMENTS OF OPERATIONS (UNAUDITED)

==========================================================================================================================

                                                                                                            Cumulative to
                                             For The Three Months              For The Nine Months             date since
                                              Ended September 30,              Ended September 30,              inception
                                                                                                            (December 19,
                                                                                                                  1999 to
                                                                                                            September 30,
                                                   2004            2003             2004            2003            2004)
                                        ----------------------------------------------------------------------------------
<S>                                       <C>               <C>            <C>              <C>             <C>
OPERATING EXPENSES:

     Minerals property acquisition
     costs                                $   7,120,000     $         -    $   7,120,000    $          -    $   7,120,000
     Exploration expenses                             -               -           79,350               -           79,350
     Professional and consulting fees         2,421,681           1,200        2,723,899           4,780        2,830,516
     Interest expense                                 -               -                -             350            4,222
     General and administrative                     204              45              414             150            1,611
     Impairment of investment                 2,312,774               -        2,312,774               -        2,312,774
                                        ----------------------------------------------------------------------------------
     TOTAL EXPENSES                          11,854,659           1,245       12,236,437           5,280       12,348,473
                                        ----------------------------------------------------------------------------------

     LOSS BEFORE INCOME TAX
     (PROVISION) BENEFIT                    (11,854,659)         (1,245)     (12,236,437)         (5,280)     (12,348,473)

     INCOME TAX (PROVISION) BENEFIT                   -               -                -               -                -


     MINORITY INTEREST IN NET LOSS OF
     CONSOLIDATED JOINT VENTURE                       9               -           38,981               -           38,981
                                        ----------------------------------------------------------------------------------
     NET LOSS                             $ (11,854,650)    $    (1,245)   $ (12,197,456)   $     (5,280)   $ (12,309,492)
                                        ----------------------------------------------------------------------------------


     Net loss per common share,
     basic and fully
     diluted                                         **              **               **              **               **
                                        ==================================================================================

     Weighted average common
     shares outstanding (000s)              269,179,628     243,029,000      255,995,397     243,029,000      245,036,700
                                        ==================================================================================

** Less than $.01

                                 See accompanying notes to the consolidated financial statements.
</TABLE>

                                                                5
<PAGE>
<TABLE>

                                          GALAXY MINERALS, INC. AND SUBSIDIARY
                                         F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                                             (AN EXPLORATION STAGE COMPANY)
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
==================================================================================================================


                                                                        Nine Months Ended           Cumulative to
                                                                           September 30,               date since
                                                                       2004              2003           inception
                                                              ----------------------------------------------------
<S>                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

      Net loss                                                $(12,197,456)      $     (5,280)      $(12,309,492)
      Adjustments to reconcile net loss to net cash used
      in operating activities:
          Common stock issued for services                       2,680,000              3,080          2,736,680
          Common stock issued for mineral properties             7,000,000                 --          7,000,000
          Accrued interest on loan payable - officer                    --                 --              3,067
          Impairment of investment                               2,312,774                 --          2,312,774
          Minority interest in consolidated affiliate              (38,981)                --            (38,981)
          Increase (decrease) in operating liabilities:
               Accounts payable and accrued expenses                 1,895             (8,000)             9,499
                                                              ---------------------------------------------------
               NET CASH USED IN OPERATING
               ACTIVITIES                                         (241,768)           (10,200)          (286,453)
                                                              ---------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from sales of common stock                               --                 --              1,350
      Capital contribution of officer                                7,604              9,200             16,804
      Proceeds from shareholder loan                               235,372                 --            235,372
      Proceeds from note payable to officer                             --              1,074             34,161
                                                              ---------------------------------------------------
               NET CASH PROVIDED BY
               FINANCING ACTIVITIES                                242,976             10,274            287,687
                                                              ---------------------------------------------------

               NET INCREASE IN CASH
               AND CASH EQUIVALENTS                                  1,208                 74              1,234

CASH AND CASH EQUIVALENTS:
               Beginning of period                                      26                 23                 --
                                                              ---------------------------------------------------
               End of period                                  $      1,234       $         97       $      1,234
                                                              ---------------------------------------------------

SUPPLEMENTAL DISCLOSURES:
      Interest paid                                           $         --       $        350       $      4,222
      Income taxes paid                                       $         --       $         --       $          -
                                                              ---------------------------------------------------

NON-CASH FINANCING ACTIVITIES:
      Common stock issued for services                        $  2,680,000       $      3,080       $  2,736,680
      Common stock issued for investment                      $  6,000,000                 --       $  6,000,000
      Common stock issued for mineral properties              $  7,000,000                 --       $  7,000,000
      Common stock issued for commissions                     $  1,800,000                 --       $  1,800,000
      Advances contributed to capital by officer              $      7,604       $      9,200       $     16,804
                                                              ---------------------------------------------------


                                 See accompanying notes to the consolidated financial statements.
</TABLE>

                                                                6
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                     F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                         (AN EXPLORATION STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity - Galaxy Minerals, Inc. and Subsidiary (f/k/a Golden Sand
Eco-Protection, Inc.) ("the Company") (an exploration stage company) is a
Florida corporation formed in December 1999, originally to provide memorial
products and services through the Internet. On February 23, 2004, there was a
change of control of the Company when Mr. Charles Scheuerman sold 7,550,000
shares, representing approximately 91% of the then issued common shares of the
Company to Yellow Jacket Investments Limited, a British Virgin Islands company.
Following the reverse acquisition of Yellow Jacket Finance Limited (a British
Virgin Islands company) on April 20, 2004, the Company is engaged in the
acquisition, development and exploitation of mineral assets.

Reverse Merger - The acquisition of Yellow Jacket Finance Limited was effected
through a share exchange. The Company issued 241 million shares of its common
stock in exchange for the entire share capital of Yellow Jacket Finance Limited.
The transaction has been reflected in the accounts of the Company as a reverse
merger. The aggregate par value of the 241 million shares issued by the Company
has been applied first against additional paid-in capital, with the balance to
deficit. Prior year financial statements have been restated to show the activity
of Yellow Jacket Finance Limited.

Unaudited Consolidated Financial Statements - The unaudited consolidated
financial statements as of and for the three and nine months ended September 30,
2004 and 2003, have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended September 30,
2004, are not necessarily indicative of the results that may be expected for the
year ending December 31, 2004.

Certain of the accounting policies followed by the Company are set forth in Note
1 to the Company's consolidated financial statements in its annual report on
Form 10-KSB for the year ended December 31, 2003. The accompanying consolidated
financial statements should be read in conjunction with the financial statements
and notes.

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

                                       7
<PAGE>

Income Taxes - The Company follows Statement of Financial Accounting Standards
No. 109 (FAS 109), "Accounting for Income Taxes". FAS 109 is an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of the difference in events
that have been recognized in the Company's financial statements compared to the
tax returns.

Basic And Fully Diluted Net Loss Per Common Share - The Company follows the
provisions of FASB Statement No. 128 (SFAS No. 128), "Earnings Per Share". SFAS
No. 128 requires companies to present basic earnings per share (EPS) and diluted
EPS, instead of primary and fully diluted EPS presentations that were formerly
required by Accounting Principles Board Opinion No. 15, "Earnings Per Share".
Basic EPS is computed by dividing net income or loss by the weighted average
number of common shares outstanding during each year.

Exploration Stage Company - The Company has been devoting its efforts to
activities such as acquiring minerals projects, raising capital, establishing
sources of information, and developing plans for the exploitation of its
minerals assets. The Company has not yet generated any revenues and, as such, it
is considered an exploration stage company.

Mineral Properties - Costs of acquisition, exploration, carrying, and retaining
unproven properties are expenses as incurred.


NOTE 2. INCOME TAXES

At December 31, 2003, the Company had a net operating loss carryforward of
approximately $100,000. This loss may be carried forward to offset federal
income taxes in various future years through year 2023. During the year, there
was a significant ownership change in the Company as defined in Section 382 of
the Internal Revenue Code. As a result of these changes, the Company's ability
to utilize net operating losses available before the ownership change is
restricted to a percentage of the market value of the Company at the time of the
ownership change. Therefore, substantial net operating loss carryforwards will,
in all likelihood, be reduced or eliminated in future years due to the change in
ownership.

SFAS No. 109 provides for the recognition and measurement of deferred income tax
benefits based on the likelihood of their realization in future years. A
valuation allowance must be established to reduce deferred income tax benefits
if it is more likely than not that, a portion of the deferred income tax
benefits will not be realized. It is management's opinion that the entire
deferred tax benefit of $2,461,000 resulting from the net operating loss
carryforward may not be recognized in future years. Therefore, a valuation
allowance equal to the deferred tax benefit of $2,461,000 has been established,
resulting in no deferred tax benefit as of the balance sheet date.


NOTE 3. GOING CONCERN AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements, the Company incurred net
losses of approximately $12,197,456 for the nine months ended September 30,
2004, and has an accumulated deficit of $12,309,492. The ability of the Company
to continue as a going concern is dependent upon its ability to obtain financing
and achieve profitable operations. Although the Company completed a financing
via a stock swap with Langley Park Investments Plc of the UK on September 30,
2004 the Company cannot be sure of meeting its cash requirements until such time
as it begins operations. The consolidated financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as a going concern.

                                       8
<PAGE>

Our business of acquiring, developing and exploiting minerals assets is
contingent upon our ability to secure adequate financing. Our management
believes that this financing will be necessary in order for us to continue. We
are actively pursuing several forms of equity financing, although there can be
no assurances that we will be successful in procuring such financing or that it
will be available on terms acceptable to us. We have concluded equity swaps with
Langley Park Investments LPI.L and have liquidated a portion of this equity to
meet ongoing cash commitments. However, we intend to actively initiate
additional capital raising exercises to better position the Company.


NOTE 4. COMMITMENTS AND CONTINGENCIES

The Company has executive offices in the residence of one of its shareholders
and its joint venturer in the Yellow Jacket and Phoenix mines. The Company
occupies approximately 200 square feet, free of charge.

The Company was informed that an action may have been filed in District Court
against another company and that the Company may have been listed as a party
under its former name, HeavenExpress.Com, Inc. The Company believes the action
may have been filed on November 14, 2003, but that at no time since that date,
has the Company been served with process nor to its knowledge has any effort
been made to serve it with process. Pursuant to Federal Rule of Civil Procedure
4(m), since March 16, 2004, more than 120 days has passed since the filing of
this action without the plaintiff ever attempting to serve the Company, the
action is subject to being dismissed, and there has not been any effort by the
plaintiff to seek to extend the time period within which to serve the Company.

In light of the foregoing, this action does not appear to constitute pending or
threatened legal action against the Company at this point.

As of September 30, 2004, the Company had no commitments with respect to the
development of its mineral assets.


NOTE 5.  REVERSE STOCK SPLIT

Pursuant to a resolution of the Directors, on April 15, 2004, the Company
effected a 4-for-1 reverse stock split of its common stock. There were 8,270,000
shares of Common Stock outstanding prior to the reverse stock split. Immediately
following the reverse stock split, there were 2,067,500 shares issued and
outstanding. The prior year financial statements have been restated to reflect
the reverse stock split.


NOTE 6.  JOINT VENTURE

On February 14, 2004, Yellow Jacket Finance Limited ("YJF") and Stealth
Enterprises, Inc. ("Stealth") entered into a Memorandum of Joint Venture
Agreement "JV Agreement"). Under the terms of the JV Agreement, JYF and Stealth
agreed to share the net proceeds from the exploitation of 52 mineral claims,
totaling 1,040 acres, in Santa Cruz County, Arizona in the ratio 51:49. The
minerals claims are owned by Stealth. Although YJF agreed to procure loans of up
to $1.1 million for the exploitation of the Yellow Jacket and Phoenix mines, the
Company expects to be able to fund the exploration from its own resources and
has released YJF from its commitment. YJF, in turn, has released Yellow Jacket
Investments Limited from its commitment to YJF. The Company acquired YJF on
April 26, 2004, in a transaction accounted for as a reverse merger.

                                       9
<PAGE>

Because the Company has a 51% interest in the joint venture with Stealth, the
joint venture is consolidated in the financial statements of the Company. The
49% minority interest in the loss and net assets of the joint venture owned by
Stealth is reflected in the Company's statement of operations and balance sheet.


NOTE 7.  CONSULTING FEES AND DIRECTORS' FEES

On April 20, 2004, the Company issued 4,000,000 shares in consideration for
consulting services pursuant to an S-8 Registration Statement. In addition, on
the same day, 300,000 unrestricted and 700,000 restricted shares were issued to
each of the three directors of the Company in consideration for directors' fees.
The value of the Company's stock on April 20, 2004, was $0.04. The entire
implied cost of the consulting fees and directors' fees of $280,000 was
recognized as an expense in the statement of operations for the second quarter.

On August 19, 2004, the Company issued 6,000,000 shares in consideration for
consulting services pursuant to an S-8 Registration Statement. The value of the
Company's stock on August 19, 2004, was $0.40. The entire implied cost of the
consulting fees of $2,400,000 was recognized as an expense in the statement of
operations for the third quarter.


NOTE 8.  STOCK SWAP WITH LANGLEY PARK INVESTMENTS PLC

On July 15, 2004, the Company entered into a conditional Stock Purchase
Agreement with Langley Park Investments Plc. Pursuant to the agreement, the
Company agreed to issue 31,578,950 shares of common stock, restricted in
accordance with Rule 144 of the Securities Act of 1933, in exchange for a number
of ordinary shares of Langley calculated by dividing the market value of the
Company's common stock by the US dollar/pound sterling exchange rate at the
close of business on the night before closing. The transaction is expected to
close within the next sixty days.

Langley is a privately-held foreign corporation, located in London, that was
formed for the purpose of entering into similar stock exchange transactions and
obtained a listing on the London Stock Exchange on September 30, 2004. Langley
received the shares of common stock from escrow, subject to a two (2) year
lock-up, and the Company received one-half (1/2) of the Langley shares with the
other half remaining in escrow for two years. Two (2) years after the date of
the agreement, the market value of the Company's common stock will be compared
to the market value on the date of the agreement, which was agreed to be $0.38
per share, or $12,000,000. If the market value in two (2) years is the same or
higher than it is now, then at that time the Company will receive all of the
remaining Langley shares held in escrow. If the market value in two (2) years is
lower than it is now, then for each percentage point decline in value, the
Company must sell a corresponding percentage of the Langley shares still held in
escrow back to Langley for nominal consideration, up to the maximum number of
shares then held in escrow, and the balance are released to the Company. The
market value of the Company's common stock is measured as the average closing
bid price during the ten (10) trading days immediately before the two (2) year
anniversary of the agreement.

                                       10
<PAGE>

In view of the lack of marketability, the size and the minority position of the
holder, the issuance of Company common stock to Langley was deemed to have taken
place at $0.19 for the purposes of the financial statements, a 50% discount to
the $0.38 price in the Stock Purchase Agreement. The carrying value of the
Langley shares was further impaired in light of trading of Langley shares on the
London Stock Exchange post quarter end.

In connection with the transaction, the Company agreed to pay a finders fee to a
third party of 991,190 Langley shares (equal to 15% of the Langley shares
received), plus 4,736,843 shares of Company common stock (equal to 15% of the
number of shares of Company common stock issued to Langley) plus the same number
of warrants over Company common stock with a strike price of $0.38. The entire
finders fee was charged to additional paid-in capital.


NOTE 9.  ACQUISITION OF RIGHTS TO CULLEBRILLAS MINE, PERU

On August 19, 2004, the Company entered into a Joint Venture Agreement with
Javier Iparraguirre Segastegui of Peru. Segastegui owns a full and undivided
interest in eight gold metallic mining concessions known as the "Cullebrillas
Mine", consisting of from 41 to 957 hectares each. The purpose of this Agreement
was to obtain a lease and rights to up to 90% of the net profits in the
Cullebrillas Mine and an option to purchase the Mine. The term of the Agreement
is ten years, with an option to extend the term for an additional ten years,
until July 30, 2024.

Pursuant to the terms of the Agreement, the Company paid $120,000 to Segastegui
during the quarter. During the lease, the Company is obligated to commit
$1,500,000 over 18-months commencing September 15, 2004, for an initial
exploration drilling program and, depending upon the results of that program may
be required to commit further sums for capital expenditure. Upon presentation to
Segastegui of the necessary findings, we will receive title to 100% interest in
the Property. Segastegui will receive 10% net profits interest in Mine
production and 5% net smelter returns royalty. Segastegui will also receive $1
per Troy ounce for each 1,000,000 ounces of Gold validated in the proven gold
reserve status, payable quarterly over five years.

In addition, at the same time, the Company entered into a compensation agreement
with Amulet Holdings Limited, located in Seychelles, to compensate Amulet for
its efforts and its waiver of rights in securing the Project Joint Venture
Agreement. The Company issued Amulet 35,000,000 restricted 144 shares and,
should production commence, Amulet will be entitled to 25% of the net proceeds,
payable quarterly.

The cost of acquiring rights to the Cullebrillas mine, including the market
value of the shares of common stock issued to Amulet, has been expensed in the
quarter. The shares of common stock issued to Amulet were valued at 50% of
market value to reflect lack of marketability, the size of the issuance and the
minority position of Amulet.

                                       11
<PAGE>

ITEM 2   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of many
factors. The following discussion should be read together with our financial
statements and the notes to those financial statements included elsewhere in
this annual report.

         Except for historical information, the materials contained in this
Management's Discussion and Analysis are forward-looking (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) and involve a number of risks and uncertainties. These
include the Company's historical losses, the need to manage its growth, general
economic downturns, intense competition in the emissions testing industry,
seasonality of quarterly results, and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission. Although
forward-looking statements in this Quarterly Report reflect the good faith
judgment of management, such statements can only be based on facts and factors
currently known by the Company. Consequently, forward-looking statements are
inherently subject to risks and uncertainties, actual results and outcomes may
differ materially from the results and outcomes discussed in the forward-looking
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Quarterly Report, as an attempt to
advise interested parties of the risks and factors that may affect the Company's
business, financial condition, and results of operations and prospects.

OVERVIEW

         Through our subsidiary, we control a 51% interest in 52 mining claims
covering 1,040 acres in Santa Cruz County, Arizona. Included in these claims are
the Yellow Jacket and Phoenix patented gold projects, located in the Oro Blanco
mining district. We conducted exploratory drilling on the Yellow Jacket project
in April 2004, and intersected gold bearing veins at a depth of approximately
350 feet. No exploration took place in the third quarter. Our efforts were
focused on augmenting our minerals rights including the successful acquisition
of the rights to the Cullebrillas mine in Peru.

Development Plans
-----------------

         We continue to evaluate the results from the drilling program and the
surface sampling at our Yellow Jacket property. We are determining the optimal
method for determining the size of our mineral reserve at Yellow Jacket and
Phoenix. At the same time, we are evaluating other minerals opportunities with a
view to diversifying our activities.

Explanatory Paragraph in Report of Our Independent Certified Public Accountants
-------------------------------------------------------------------------------

         Our independent accountants have included an explanatory paragraph in
their most recent report, stating that our audited financial statements for the
period ending December 31, 2003, were prepared assuming that we will continue as
a going concern. However, they note that we were in the development stage and
have suffered recurring losses from operations and recurring deficiencies in
working capital that raise substantial doubt about our ability to continue as a
going concern.

         Our independent accountants included the explanatory paragraph based
primarily on an objective test of our historical financial results. Our going
concern paragraph may be viewed by some shareholders and investors as an
indication of financial instability, and it may impair our ability to raise
capital.

                                       12
<PAGE>

THE FOLLOWING ANALYSIS COMPARES THE RESULTS OF OPERATIONS FOR THE THREE-MONTH
PERIOD ENDED SEPTEMBER 30, 2004 TO THE COMPARABLE PERIOD ENDED SEPTEMBER 30,
2003

RESULTS OF OPERATIONS

Introduction and Plan of Operation
----------------------------------

         Results for the three months ended September 30, 2003, are not
reflective of our current business operations, and as a result we have not
provided a detailed analysis of the period as compared to the quarter just
ended. Our operations consist primarily of the initial exploration of our
recently acquired mining claims. We do not anticipate having any revenues in the
foreseeable future and our activities until that time will continue to be
primarily the acquisition and exploration of mining claims.

         We have appointed new Directors to our Board with combined experience
in general management, mining engineering and geology. We expect to expand our
executive management team in due course as resources permit.

         Our immediate focus is on the substantiation of the mineral resource in
the Yellow Jacket and Phoenix properties. We did not undertake any drilling in
the third quarter although we expect to continue the program in the fourth
quarter. The results of the entire drilling program should enable us to estimate
the total mineral resource at the Yellow Jacket and Phoenix properties.

Revenues and Loss from Operations
---------------------------------

         Our revenues, exploration expenses, operating expenses, and loss before
taxes for the quarter ended September 30, 2004, as compared to the quarter ended
September 30, 2003, are as follows:

<TABLE>
                                            Quarter Ended          Quarter Ended
                                            September 30,          September 30,       Percentage
                                                 2004                   2003             Change
                                         --------------------    ------------------  --------------
<S>                                               <C>                        <C>         <C>
Revenues                                                   -                     -             N/A
Minerals property acquisition costs                7,120,000                     -             N/A
Exploration expenses                                       -                     -             N/A
Professional and consulting fees                   2,421,681                 1,200       201,707 %
Interest expenses                                          -                     -             N/A
General and administrative                               204                    45           353 %
Impairment of investment                           2,312,774                     -             N/A
                                       ----------------------  --------------------
   Total expenses                                 11,854,659                 3,235       366,350 %
                                       ----------------------  --------------------
Loss before taxes                                (11,854,659)               (3,235)      355,350 %
                                       ======================  ====================
</TABLE>

         The minerals property acquisition cost relates to the acquisition of
the rights to the Cullebrillas mine in Peru. The impairment of investment
expense relates to the write down of the carrying value of the Langley shares
received pursuant to the stock swap arrangements with Langley Park Investments
Plc to GBP0.31 per share.

                                       13
<PAGE>

Taxes, Joint Venture Interests, and Net Loss
--------------------------------------------

         Our taxes, income from joint venture interest, and net loss for the
quarter ended September 30, 2004, as compared to the quarter ended June 30,
2003, are as follows:

<TABLE>
                                         Quarter Ended           Quarter Ended      Percentage
                                         June 30, 2004           June 30, 2003        Change
                                        -----------------      -----------------  --------------
<S>                                          <C>                         <C>          <C>
Income tax provision                                   -                      -             N/A
Minority interest in joint venture                     9                      -             N/A
Net loss                                     (11,854,650)                (3,235)      366,350 %

</TABLE>

         Our net loss from the joint venture is $(9).

THE FOLLOWING ANALYSIS COMPARES THE RESULTS OF OPERATIONS FOR THE NINE-MONTH
PERIOD ENDED SEPTEMBER 30, 2004 TO THE COMPARABLE PERIOD ENDED JUNE 30, 2003

RESULTS OF OPERATIONS

Introduction
------------

         Results for the nine months ended September 30, 2003, are not
reflective of our current business operations, and as a result we have not
provided a detailed analysis of the period as compared to the quarter just
ended.

Revenues and Loss from Operations
---------------------------------

         Our revenues, exploration expenses, operating expenses, and loss before
taxes for the nine months ended September 30, 2004, as compared to the six
months ended September 30, 2003, are as follows:

<TABLE>
                                          Nine Months Ended      Nine Months Ended
                                            September 30,           September 30,      Percentage
                                                2004                    2003             Change
                                         --------------------    ------------------  --------------
<S>                                                <C>                       <C>         <C>
Revenues                                                   -                     -             N/A
Minerals property acquisition costs                7,120,000                     -             N/A
Exploration expenses                                  79,350                     -             N/A
Professional and consulting fees                   2,723,899                 4,780        56,885 %
Interest expenses                                          -                   350             N/A
General and administrative                               414                   150           176 %
Impairment of investment                           2,312,774                     -             N/A
                                       ----------------------  --------------------
   Total expenses                                  5,116,437                 5,280       231,651 %
                                       ----------------------  --------------------
Loss before taxes                                (12,236,437)               (5,280)      231,651 %
                                       ======================  ====================
</TABLE>

                                       14
<PAGE>

         The minerals property acquisition cost relates to the acquisition of
the rights to the Cullebrillas mine in Peru. The impairment of investment
expense relates to the write down of the carrying value of the Langley shares
received pursuant to the stock swap arrangements with Langley Park Investments
Plc to GBP0.31 per share.

Taxes, Joint Venture Interests, and Net Loss
--------------------------------------------

         Our taxes, income from joint venture interest, and net loss for the
nine months ended September 30, 2004, as compared to the nine months ended
September 30, 2003, are as follows:

<TABLE>
                                          Nine Months            Nine Months
                                             Ended                  Ended
                                          September 30,         September 30,      Percentage
                                              2004                   2003            Change
                                        -----------------      -----------------  --------------
<S>                                          <C>                         <C>          <C>
Income tax provision                                   -                      -             N/A
Minority interest in joint venture                38,981                      -             N/A
Net loss                                     (12,197,456)                (5,280)      231,651 %

</TABLE>

         Our net loss from the joint venture is $(40,572).

LIQUIDITY AND CAPITAL RESOURCES

Introduction
------------

         We have not generated any revenue to date. We have primarily financed
our activities from loans from our shareholders. We have received loans of
$80,000 from a shareholder to undertake the Yellow Jacket and Phoenix drilling
programs. Substantially all of these loans were drawn and expended in the second
quarter. In addition, we borrowed $155,372 from a shareholder to cover general
and administrative expenses. The stock swap arrangements with Langley Park
Investments Plc which were completed on September 30, 2004 resulted in the
Company receiving Langley shares listed on the London Stock Exchange which can
be liquidated to provide working capital.

         Our cash, total assets, and total liabilities as of September 30, 2004,
as compared to June 30, 2004, are as follows:

<TABLE>
                                     As of                     As of                 Percentage
                                 September 30,                June 30
                                      2004                      2004                   Change
                               -------------------       -------------------       ---------------
<S>                                     <C>                         <C>                     <C>
Cash                                        1,234                       566                 118 %
Total assets                            3,688,460                       566                   N/M
Total liabilities                         244,871                   102,318                 139 %

</TABLE>

         Our assets have increased as a result of the stock swap arrangements
with Langley Park Investments Plc.

                                       15
<PAGE>

Cash Requirements
-----------------

         Our business of acquiring, developing and exploiting minerals assets is
contingent upon our ability to secure adequate financing. Our management
believes that additional financing will be necessary in order for us to
continue.

Sources and Uses of Cash
------------------------

         As stated above, we have not generated any revenue to date. We have
primarily financed our activities from loans from our shareholders. We have
received loans of $80,000 from a shareholder to undertake the Yellow Jacket and
Phoenix projects drilling program. Substantially all of these loans were drawn
and expended in the second quarter. In addition, we borrowed $155,372 from a
shareholder to fund our general and administrative expenses.

CRITICAL ACCOUNTING POLICIES

         The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. Because of our very limited operations to date, no
accounting policies have been identified that require management's most
difficult, subjective judgments.

ITEM 3   CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), we carried out an evaluation under the
supervision and with the participation of the Company's management, including
the President, Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of September 30,
2004. In designing and evaluating our disclosure controls and procedures, our
Company and its management recognize that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. These limitations are enhanced by the fact that our accounting
department consists of one individual. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their
desired control objectives. Additionally, in evaluating and implementing
possible controls and procedures, our management was required to apply its
reasonable judgment. Furthermore, in the course of this evaluation, management
considered certain internal control areas, including those discussed below, in
which we have made and are continuing to make changes to improve and enhance
controls. Based upon the required evaluation, the President, Chief Executive
Officer and the Chief Financial Officer concluded that as of September 30, 2004,
our disclosure controls and procedures were effective (at the "reasonable
assurance" level mentioned above) to ensure that information required to be
disclosed by us in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.

         From time to time, our Company and its management have conducted and
will continue to conduct further reviews and, from time to time put in place
additional documentation, of our Company's disclosure controls and procedures,
as well as its internal control over financial reporting. We may from time to
time make changes aimed at enhancing their effectiveness, as well as changes
aimed at ensuring that our systems evolve with, and meet the needs of, our


                                       16
<PAGE>

business. These changes may include changes necessary or desirable to address
recommendations of our management, its counsel and/or its independent auditors,
including any recommendations of its independent auditors arising out of their
audits and reviews of the our financial statements. These changes may include
changes to the our own systems, as well as to the systems of businesses that we
have acquired or that we may acquire in the future and will, if made, be
intended to enhance the effectiveness of our controls and procedures. We also
continually striving to improve our management and operational efficiency and we
expect that our efforts in that regard will from time to time directly or
indirectly affect our disclosure controls and procedures, as well as our
internal control over financial reporting.

Changes in Internal Control Over Financial Reporting
----------------------------------------------------

         There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls since the last
evaluation.


                                       17
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

         There are no updates to the litigation disclosure in our Quarterly
Report for the quarter ended June 30, 2004.

         In the ordinary course of business, we are from time to time involved
in various pending or threatened legal actions. The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or results
of operations. However, in the opinion of our management, matters currently
pending or threatened against us are not expected to have a material adverse
effect on our financial position or results of operations.

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On August 25, 2004, we issued 31,578,950 shares of our common stock,
restricted in accordance with Rule 144, to an unrelated third party pursuant to
the terms of a Stock Purchase Agreement. The shares were issued pursuant to a
contract dated July 15, 2004 and held in escrow until fulfillment of the
contract on September 30, 2004. The issuance was exempt from registration
pursuant to Regulation S, and the investor was accredited.

         On September 1, 2004, we issued 4,736,842 shares of our common stock,
restricted in accordance with Rule 144, to an unrelated third party for services
related to the Stock Purchase Agreement entered into on August 25, 2004. The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and the shareholder was a sophisticated investor.

         On September 28, 2004, we issued 35,000,000 shares of our common stock,
restricted in accordance with Rule 144, to an unrelated third party for services
related to the consummation of a mining contract. The shares were issued
pursuant to a contract dated August 19, 2004. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, and the
shareholder was a sophisticated investor.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         There have been no events that are required to be reported under this
Item.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There have been no events that are required to be reported under this
Item.

ITEM 5   OTHER INFORMATION

Amended Joint Venture Agreement
-------------------------------

         On November 2, 2004, we entered into an Amended Joint Venture Agreement
with Javier Iparraguirre Segastegui regarding the Cullebrillas Mine. The Amended
Agreement replaces the Joint Venture Agreement entered into with the same party
on August 19, 2004.

                                       18
<PAGE>

Statement Concerning International Risks
----------------------------------------

         We operate in developing markets, which may subject us to volatile
conditions not present in the United States. Our business and performance could
be negatively affected by a variety of factors and conditions that businesses
operating in the United States generally do not contend with, such as:

         o        foreign currency exchange fluctuations and instability of
                  foreign currencies;

         o        varying foreign governmental regulations and regulatory
                  authority requirements;

         o        political or economic instability and volatility in particular
                  countries or regions;

         o        limited protection for intellectual property;

         o        difficulties in staffing and managing international
                  operations; and

         o        difficulties in collecting accounts receivable.

         Our business could be exposed to risks due to civil and political
unrest in third world countries such as Peru. If civil and political conditions
worsen, or if instability develops in other countries within our geographic
focus, our operations and financial condition could be negatively affected. In
addition, we may be exposed to, and our business may be negatively affected by,
foreign currency fluctuations. If we are not successful in managing these risks,
our business and financial condition could be seriously harmed.

ITEM 6   EXHIBITS

(a)      Exhibits

         2.1 (3)      Agreement and Plan of Reorganization dated as of April 16,
                      2004 between the Company and Yellow Jacket Finance Limited

         3.1 (1)      Articles of Incorporation of HeavenExpress.com Inc.

         3.2 (2)      Certificate of Amendment to the Articles of Incorporation
                      of HeavenExpress.com Inc. filed March 4, 2002

         3.3 (5)      Articles of Amendment to the Articles of Incorporation of
                      HeavenExpress.com, Inc. filed September 3, 2003

         3.4 (5)      Articles of Amendment to the Articles of Incorporation of
                      HeavenExpress.com, Inc. filed April 7, 2004

         3.5 (1)      Bylaws of HeavenExpress.com Inc.

         4.1 (5)      Articles of Amendment to Articles of Incorporation of
                      Golden Sand Eco-Protection, Inc. creating Series A
                      Convertible Preferred Stock

         4.2 (4)      2004 Equity Compensation Plan

                                       19
<PAGE>

         10.1 (6)     Stock Purchase Agreement with Langley Park Investments PLC
                      dated July 15, 2004

         10.2 (6)     Escrow Agreement dated July 15, 2004

         10.3 (7)     Joint Venture Agreement with Javier Iparraguirre
                      Segastegui dated August 19, 2004

         10.4 (7)     Consulting Agreement with Scott Goldstein dated August 19,
                      2004

         10.5 (7)     Compensation  Agreement with Amulet Holdings Limited dated
                      August 19, 2004

         10.6 (8)     Registration Rights Agreement dated August 30, 2004

         10.7 (8)     Letter Agreement with Amulet Holdings Limited dated August
                      30, 2004

         10.8         Amended Joint Venture Agreement with Javier Iparraguirre
                      Segastegui dated November 2, 2004

         10.9         Title Certificate

         10.10        Title Certificate (Spanish Version)

         31.1         Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                      Officer

         31.2         Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
                      Officer

         32.1         Chief Executive Officer Certification Pursuant to 18 USC,
                      Section 1350, as Adopted Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.

         32.2         Chief Financial Officer Certification Pursuant to 18 USC,
                      Section 1350, as Adopted Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.

         (1)      Incorporated by reference from our Registration Statement on
                  Form SB-2 dated January 24, 2000 and filed with the Commission
                  on January 27, 2000.

         (2)      Incorporated by reference from our Current Report on Form 8-K
                  dated and filed with the Commission on February 22, 2002.

         (3)      Incorporated by reference from our Current Report on Form 8-K
                  dated April 22, 2004 and filed with the Commission on April
                  26, 2004.

                                       20
<PAGE>

         (4)      Incorporated by reference from our Registration Statement on
                  Form S-8 dated April 21, 2004 and filed with the Commission on
                  April 26, 2004.

         (5)      Incorporated by reference from our Quarterly Report on Form
                  10-QSB for the quarter ended June 30, 2004, dated August 12,
                  2004 and filed with the Commission on August 16, 2004.

         (6)      Incorporated by reference from our Current Report on Form 8-K
                  dated July 28, 2004 and filed with the Commission on July 29,
                  2004.

         (7)      Incorporated by reference from our Current Report on Form 8-K
                  dated August 30, 2004 and filed with the Commission on August
                  31, 2004.

         (8)      Incorporated by reference from our Current Report on Form 8-K
                  dated September 7, 2004 and filed with the Commission on
                  September 8, 2004.

(b)      Reports on Form 8-K

         On July 29, 2004, we filed an Item 5 Current Report on Form 8-K dated
July 28, 2004 regarding an agreement with Langley Park Investmetns, Plc.

         On August 31, 2004, we filed an Item 1.01 Current Report on Form 8-K
dated August 30, 2004 regarding agreements with Javier Iparraguirre Segastegui,
Scott Goldstein, and Amulet Holdings Limited.

         On September 8, 2004, we filed an Item 1.01 Current Report on Form 8-K
dated September 7, 2004 regarding a registration rights agreement.


                                       21
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  November 22, 2004           GALAXY MINERALS, INC.
                                    --------------------------------------------
                                    (Registrant)



Dated:  November 22, 2004           /s/  Matthew J. Symonds
                                    --------------------------------------------
                                    Matthew J. Symonds, Interim President and
                                    Interim Chief Financial Officer



                                       22