**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, 2005**
 
 oTRANSITION
        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**
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              **65-0974212**
                (IRS
                  Employer
                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   o
 
 
 **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 o  No o
 
 
 **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, 2005, there were
        446,603,616 shares of common stock, par value $0.001, issued and
        outstanding.
 
 
 **Transitional
        Small Business Disclosure Format**
 (check
        one):
 
 Yes
o  No x
  
   **Galaxy
        Minerals, Inc.**
 
 **TABLE
        OF CONTENTS**
 
 PART
        I - FINANCIAL INFORMATION
 ITEM
                      1
                  
                  Financial
                      Statements
                  
                  1ITEM
                      2
                  
                  Managements
                      Discussion and Analysis or Plan of Operation
                  
                  11ITEM
                      3
                  
                  Controls
                      and Procedures
                  
                  17
 PART
            II - OTHER INFORMATION
 ITEM
                      1
                  
                  Legal
                      Proceedings
                  
                  18ITEM
                      2
                  
                  Unregistered
                      Sales of Equity Securities and Use of Proceeds
                  
                  18ITEM
                      3
                  
                  Defaults
                      Upon Senior Securities
                  
                  18ITEM
                      4
                  
                  Submission
                      of Matters to a Vote of Security Holders
                  
                  18ITEM
                      5
                  
                  Other
                      Information
                  
                  19ITEM
                      6
                  
                  Exhibits
                  
                  21
  i
  **PART
        I - FINANCIAL INFORMATION**
 
 ITEM
        1Financial
        Statements
  1
 GALAXY
          MINERALS, INC. AND SUBSIDIARY
 (AN
          EXPLORATION STAGE COMPANY)
 CONSOLIDATED
          BALANCE SHEET (UNAUDITED)
 SEPTEMBER
          30, 2005
 ASSETSCurrent
                      assetsCash
                      and cash equivalents
                  
                  $
                  1,185,351Marketable
                      securities - trading
                  
                  
                  100,112Deferred
                      tax asset, less valuation allowance of $3,270,637
                  
                  
                  -Total
                      current assets
                  
                  
                  1,285,463Fixed
                      assets
                  
                  
                  139,024Investment
                      in Langley Park Investment PLC
                  
                  
                  888,195888,195$
                  2,312,682LIABILITIES
                      AND STOCKHOLDERS' EQUITYCurrent
                      liabilitiesAccounts
                      payable and accrued expenses
                  
                  $
                  13,836Total
                      current liabilities
                  
                  
                  13,836Commitments
                      and contingencies (Note 4)
                  
                  
                  1,574,478Stockholders'
                      equityPreferred
                      Stock - $.001 par value; 10,000,000 sharesauthorized,
                      none issued and outstandingCommon
                      stock - $.001par value; 1,000,000,000 sharesauthorized,
                      446,603,616 issued and outstanding
                  
                  
                  446,603Additional
                      paid-in-capital
                  
                  
                  18,869,001Deficit
                      accumulated during the exploration stage
                  
                  
                  (17,462,813
                  )Deficit
                  
                  
                  (179,613
                  )Unrealized
                      Loss on Investment
                  
                  
                  (948,810
                  )Total
                      stockholders' equity
                  
                  
                  724,368$
                  2,312,682
  See
          notes
          to consolidated financial statements.
  2




GALAXY
        MINERALS, INC. AND SUBSIDIARY
 (AN
        EXPLORATION STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF OPERATIONS (UNAUDITED)


Cumulative
                    to dateFor
                    the three months ended
                
                For
                    the nine months ended
                
                since
                    inceptionSeptember
                    30,
                
                September
                    30,
                
                (December
                    19,1999)2005
                
                2004
                
                2005
                
                2004
                
                to
                    September 30, 2005EXPLORATION
                    STAGE EXPENSESMinerals
                    property acquisition costs
                
                
                -
                
                
                7,120,000
                
                
                -
                
                
                7,120,000
                
                
                7,120,000Exploration
                    costs
                
                
                49,809
                
                
                -
                
                
                2,349,668
                
                
                79,350
                
                
                2,393,219Laboratory
                    fees
                
                
                -
                
                
                -
                
                
                1,121
                
                
                -
                
                
                5,385Interest
                    expense
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,222Professional
                    and consulting fees
                
                
                376,376
                
                
                2,421,681
                
                
                1,914,474
                
                
                2,723,899
                
                
                4,749,222Rent
                
                
                6,072
                
                
                -
                
                
                20,072
                
                
                -
                
                
                20,072General
                    and administrative
                
                
                49,789
                
                
                204
                
                
                104,929
                
                
                414
                
                
                139,050Impairment
                    of investment
                
                
                -
                
                
                2,312,774
                
                
                -
                
                
                2,312,774
                
                
                2,312,774TOTAL
                    EXPLORATION STAGE EXPENSES
                
                
                482,046
                
                
                11,854,659
                
                
                4,390,264
                
                
                12,236,437
                
                
                16,743,944EXPLORATION
                    STAGE LOSS
                
                
                (482,046
                )
                
                (11,854,659
                )
                
                (4,390,264
                )
                
                (12,236,437
                )
                
                (16,743,944
                )OTHER
                    EXPENSESLoss
                    on sale of marketable securities - realized
                
                
                -
                
                
                -
                
                
                (418,722
                )
                
                -
                
                
                (506,129
                )Recovery
                    of loss on sale of marketable securities - unrealized
                
                
                34,264
                
                
                -
                
                
                330,356
                
                
                -
                
                
                (212,740
                )TOTAL
                    OTHER EXPENSES
                
                
                34,264
                
                
                -
                
                
                (88,366
                )
                
                -
                
                
                (718,869
                )LOSS
                    BEFORE PROVISION FOR INCOME TAXES
                
                
                (447,782
                )
                
                (11,854,659
                )
                
                (4,478,630
                )
                
                (12,236,437
                )
                
                (17,462,813
                )PROVISION
                    FOR INCOME TAXES
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -MINORITY
                    INTEREST IN NET LOSS OFCONSOLIDATED
                    JOINT VENTURE
                
                
                (38,981
                )
                
                9
                
                
                (38,981
                )
                
                38,981
                
                
                -NET
                    LOSS
                
                $
                (486,763
                )
                $
                (11,854,650
                )
                $
                (4,517,611
                )
                $
                (12,197,456
                )
                $
                (17,462,813
                )OTHER
                    COMPREHENSIVE INCOME (Loss)Unrealized
                    Loss on Investment
                
                
                (948,810
                )
                
                -
                
                
                (948,810
                )
                
                -TOTAL
                    COMPREHENSIVE INCOME (Loss)
                
                
                (1,435,573
                )
                
                (11,854,650
                )
                
                (5,466,421
                )
                
                (12,197,456
                )Net
                    loss per common share,basic
                    and fully diluted
                
                $
                (0.01
                )
                $
                (0.04
                )
                $
                (0.01
                )
                $
                (0.05
                )Weighted
                    average common shares outstanding
                
                
                462,155,790
                
                
                269,179,628
                
                
                427,963,977
                
                
                255,995,397
  See
        notes
        to consolidated financial statements.
  3




GALAXY
        MINERALS, INC. AND SUBSIDIARY
 (AN
        EXPLORATION STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS (UNAUDITED)
  CumulativeFor
                    the nine months ended
                
                since
                    inceptionSeptember
                    30,
                
                (December
                    19, 1999)2005
                
                2004
                
                to
                    September 30, 2005Cash
                    flows from exploration stage activitiesNet
                    loss
                
                $
                (4,517,611
                )
                $
                (12,197,456
                )
                $
                (17,462,813
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activitiesLoss
                    on sale of marketable securities
                
                
                88,366
                
                
                -
                
                
                718,869Impairment
                    of investments
                
                
                -
                
                
                2,312,774
                
                
                2,312,774Common
                    stock issued for services
                
                
                2,979,720
                
                
                2,680,000
                
                
                5,716,400Common
                    stock issued for minerals propertyacquisition
                    costs
                
                
                -
                
                
                7,000,000
                
                
                7,000,000Accrued
                    interest on loan payable officer
                
                
                -
                
                
                -
                
                
                3,067(Increase)
                    decrease in:Investment
                    in Langley Park Investment PLC
                
                
                948,810
                
                
                -
                
                
                948,810Increase
                    (decrease) in:Accounts
                    payable and accrued expenses
                
                
                (164
                )
                
                1,895
                
                
                13,836Total
                    adjustments
                
                
                4,016,732
                
                
                11,994,669
                
                
                16,713,756Net
                    cash used in exploration stage activities
                
                
                (500,879
                )
                
                (202,787
                )
                
                (749,057
                )Cash
                    flows from investing activitiesProceeds
                    from sale of marketable securities
                
                
                390,647
                
                
                -
                
                
                1,031,240Purchase
                    of fixed assets
                
                
                (139,024
                )
                
                -
                
                
                (139,024
                )Net
                    cash provided by investing activities
                
                
                251,623
                
                
                -
                
                
                892,216Cash
                    flows from financing activitiesProceeds
                    from convertible debenture
                
                
                1,870,000
                
                
                
                
                
                1,870,000Proceeds
                    from sales of common stock
                
                
                68,687
                
                
                -
                
                
                70,037Capital
                    Contribution from officer
                
                
                
                
                
                7,604
                
                
                16,804Proceeds
                    from shareholder loan
                
                
                65,000
                
                
                235,372
                
                
                300,372Proceeds
                    from note payable officer
                
                
                -
                
                
                -
                
                
                34,161Payment
                    of shareholder loans
                
                
                (65,000
                )
                
                -
                
                
                (300,372
                )Minority
                    interest in consolidated joint venture
                
                
                38,981
                
                
                (38,981
                )
                
                0Net
                    cash provided by financing activities
                
                
                1,977,668
                
                
                203,995
                
                
                1,991,002Unrealized
                    Loss on Investment
                
                
                (948,810
                )
                
                0
                
                
                (948,810
                )Net
                    increase in cash
                
                
                779,602
                
                
                1,208
                
                
                1,185,351Cash,
                    beginning of period
                
                
                405,749
                
                
                26
                
                
                0Cash,
                    end of period
                
                $
                1,185,351
                
                $
                1,234
                
                $
                1,185,351Supplemental
                    disclosure of cash flow informationCash
                    paid during the year forInterest
                
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -
                
                $
                -Non-cash
                    financing ActivitiesCommon
                    stock issued for services
                
                $
                2,979,720
                
                $
                2,680,000
                
                $
                5,716,400Common
                    stock issued for investment
                
                $
                -
                
                $
                6,000,000
                
                $
                6,000,000Common
                    stock issued for mineralsproperty
                    acquisition costs
                
                $
                -
                
                $
                7,000,000
                
                $
                7,000,000Common
                    stock issued for commissions
                
                $
                -
                
                $
                800,000
                
                $
                1,800,000Advances
                    contributed to capital by officer
                
                $
                -
                
                $
                7,604
                
                $
                44,832Unrealized
                    loss on available-for-sale securities,net
                    of deferred tax of $0
                
                $
                -
                
                $
                -
                
                $
                324,310
  See
          notes to consolidated financial
          statements.






4


GALAXY
      MINERALS, INC AND SUBSIDIARY


(AN
      EXPLORATION COMPANY)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


SEPTEMBER
      30, 2005 AND 2004


PRELIMINARY
        NOTE
  The
        accompanying condensed consolidated financial statements have been prepared
        without audit, pursuant to the rules and regulations of the Securities and
        Exchange Commission. Certain information and disclosures normally included
        in
        financial statements prepared in accordance with generally accepted accounting
        principles have been condensed or omitted. In the opinion of management,
        the
        accompanying interim financial statements contain all adjustments, consisting
        of
        normal recurring accruals, necessary for a fair presentation of our financial
        position as of September 30, 2005, and our results of operations and cash
        flows
        for the nine-month periods ended September 30, 2005. The results of operations
        for the nine-month periods ended September 30, 2005 are not necessarily
        indicative of the results for a full-year period. It is suggested that these
        condensed financial statements be read in conjunction with the financial
        statements and notes thereto included in the Company's Annual Audit for the
        year
        ended December 31, 2004.
  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 the previous majority owner 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.
 
 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 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.
 
 Basis
        of
        Consolidation - The consolidated financial statements include the accounts
        of
        Galaxy Minerals, Inc. and its wholly-owned subsidiary, Yellow Jacket Finance
        Limited. All material intercompany balances and transactions were eliminated
        in
        the consolidation.
 
 Unaudited
        Consolidated Financial Statements - The unaudited consolidated financial
        statements as of and for the three and nine months ended September 30, 2005
        and
        2004, 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, 2005,
        are
        not necessarily indicative of the results that may be expected for the year
        ending December 31, 2005.
 
 5
 
 GALAXY
            MINERALS, INC AND SUBSIDIARY
 (AN
            EXPLORATION COMPANY)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
            30, 2005 AND 2004
 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.
 
 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 rights, raising capital, establishing sources
        of information, and developing plans for the exploration of its minerals
        rights. 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 expensed as incurred.
  NOTE
        2.
        INCOME TAXES
  At
        September 30, 2005, the Company had a net operating loss carry forward of
        approximately $14,100,000 and a capital loss carryforward of approximately
        $146,000. The net operating loss may be carried forward to offset federal
        income
        taxes in various future years through year 2024 and the capital loss may
        be
        carried forward to future years through 2009. During the year 2003, 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 carry forwards
        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 $3,270,637 resulting from the net operating loss carry forward may not
        be
        recognized in future years. Therefore, a valuation allowance equal to the
        deferred tax benefit of $3,270,637 has been established, resulting in no
        deferred tax benefit as of the balance sheet date.
  6
 
  GALAXY
            MINERALS, INC AND SUBSIDIARY
 (AN
            EXPLORATION COMPANY)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
            30, 2005 AND 2004
 NOTE
        3.
        GOING CONCERN AND MANAGEMENT'S PLANS
  As
        reflected in the accompanying financial statements, the Company incurred
        net
        losses of approximately $4,520,000 for the nine months ended September 30,
        2005,
        and has an accumulated deficit of $17,642,426. 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
        and
        a securities purchase agreement with GCA Strategic Investment Fund Limited
        on
        May 9, 2005, 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.
 
 The
        Company’s business of acquiring and exploring minerals rights is contingent upon
        its ability to secure adequate financing. Management believes that this
        financing will be necessary in order for the Company to continue. The Company
        is
        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 the Company.
  NOTE
        4.
        COMMITMENTS AND CONTINGECIES
  The
        Company rents executive office space and warehouse space in a business park
        through one of its shareholders, Stealth Enterprises, Inc. The
        Company occupies approximately 200 square feet, for a monthly rental fee
        of
        $2,500.
 
 Oatman/Lexington
        Mines
 
 On
        October 31, 2004, the Company entered into a joint venture agreement with
        Searchlight Exploration, LLC (Searchlight), an Arizona limited liability
        company, an entity controlled by one of the Company’s shareholders and which
        owns the Oatman/Lexington Mines. The Oatman/Lexington Mines consist of 7
        patented (privately-owned land where owner can mine or convey rights to the
        property and 76 unpatented (government-owned land where the government has
        conveyed the right to mine the property) mining claims in and around Oatman,
        Arizona. Pursuant to a joint venture agreement the Company has the right
        to take
        samples and explore at this mine and must put at least $100,000 of the work
        into
        the exploration and sampling at this mine. Under the agreement the Company
        pays
        $10,000 per quarter for the rights under this agreement. If the Company fails
        to
        make these payments, Searchlight has the right to terminate this agreement
        and
        disallow further exploration at the mine.
 
 Bonanza
        Project
 
 On
        October 31, 2004, the Company entered into a joint venture agreement with
        Searchlight, who owns Bonanza Mine. The Bonanza Mine consist of approximately
        4,000 acres of land located in Mohave County, Arizona. Pursuant to a joint
        venture agreement, the Company has the right to take samples and explore
        at this
        mine and must put at least $100,000 of work into the exploration and sampling
        at
        this mine. Under the agreement the Company pays $10,000 per quarter for the
        rights. If the Company fails to make these payments, Searchlight has the
        right
        to terminate this agreement and disallow further exploration at the
        mine.
 
 7
 
  GALAXY
            MINERALS, INC AND SUBSIDIARY
 (AN
            EXPLORATION COMPANY)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
            30, 2005 AND 2004
 As
        of
        September 30, 2005, the Company had no commitments with respect to the
        development of its mineral assets.
 
 On
        May 9,
        2005, the Company entered into a securities purchase agreement with GCA
        Strategic Investment Fund Limited (“GCA Fund”), pursuant to which GCA Fund
        agreed to purchase Convertible Secured Promissory Notes not to exceed
        $6,000,000. Upon execution of the agreement GCA Fund purchased $2,200,000
        of
        notes, which provided the Company with $1,870,000 in cash. The Company paid
        a
        finders fee of $273,000 in connection with this transaction. GCA Fund has
        the
        right to exchange the notes for common stock and stock warrants. On May 9,
        GCA
        Fund was issued warrants to purchase 9,705,882 shares of common
        stock.
  NOTE
        5.
        STOCKHOLDERS’ EQUITY
  Pursuant
        to a resolution of the Directors, on April 15, 2004, the Company affected
        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.
 
 On
        March
        16, 2005, the Company declared a 20% stock dividend for the stockholders
        of
        record as of March 31, 2005. The financial statements have been retroactively
        restated to reflect the 20% stock dividend.
  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, YJF 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.
 
 Because
        the Company has a 51% interest in the extracted minerals and no ownership
        of the
        mine, Stealth owns 100 percent of the mine, the joint venture is not
        consolidated in the financial statements
        of the Company.
        Instead, the actual costs of exploration and extraction have been recorded
        in
        the financial statements .
  NOTE
        7.
        CONSULTING FEES AND DIRECTORS FEES
  On
        January 27, 2005, the Company issued 250,000 restricted shares in consideration
        for consulting services rendered. In addition, on the same day, 1,000,000
        restricted and 1,500,000 restricted shares were issued to two of the
        three
        directors of the Company in consideration for directors' fees. The
        value of the Company's stock on January 27, 2005, was $0.27. The entire implied
        cost of the consulting fees and directors' fees of $675,250 was recognized
        as an
        expense in the statement of operations for the quarter.
 
 8
 
  GALAXY
            MINERALS, INC AND SUBSIDIARY
 (AN
            EXPLORATION COMPANY)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
            30, 2005 AND 2004
 On
        February 17, 2005, the Company issued 5,800,000 shares in consideration for consulting
        services pursuant to a 2004 compensation agreement. The shares were issued
        at
        par value, $.001 .
        The
        entire implied cost of the consulting fees of $5,800 was recognized as an
        expense in the statement of operations for the quarter.
 
 On
        March
        28, 2005, the Company issued 1,000,000 restricted shares to a director of
        the
        Company in consideration of directors’ fees. The value of the Company’s stock on
        March 28, 2005 was $0.19. The entire implied cost of director’s fees of $130,000
        was recognized as an expense in the statement of operations for the
        quarter.
 
 On
        March
        29, 2005, the Company issued 8,600,000 shares in consideration for consulting
        services pursuant to a 2004 compensation agreement. In addition, on the same
        day
        the Company issued 50,000 shares for legal services rendered. The shares
        were
        issued at par value, $.001. The entire implied cost of $8,650 of services
        rendered was recognized as an expense in the statement of operations for
        the
        quarter.
 
 On
        April
        8, 2005 the Company issued 500,000 shares in consideration for consulting
        services regarding the acquisition of mineral rights. The value of the Company’s
        stock on April 8, 2005 was $0.105. The entire implied cost of $52,500 was
        recognized as an expense in the statement of operations for the
        quarter.
 
 On
        May
        20, 2005 the Company issued 59,500,000 shares in consideration for consulting
        services regarding the acquisition of mineral rights. The value of the Company’s
        stock on May 20, 2005 was $0.35. The entire implied cost of $2,082,500 was
        recognized as an expense in the statement of operations for the
        quarter.
  NOTE
        8.
        MARKETABLE SECURITIES
  The
        Company classifies marketable securities in two categories: trading securities
        and available-for-sale securities. Trading securities are measured at fair
        value, with unrealized gains and losses included in income. Available-for-sale
        securities are measured at fair value, with net unrealized gains and losses
        reported in other comprehensive income. Available-for-sale securities that
        are
        restricted are reflected at cost in the balance sheet. When the restriction
        will
        lift within one year, the securities are then measured at fair value, with
        net
        unrealized gains and losses reported in other comprehensive income. The
        Company’s marketable equity securities have been classified as
        available-for-sale securities. Fair values for marketable securities are
        based
        on quoted market prices. The following is a summary of the Company’s investment
        in marketable equity securities as of September 30, 2005:
 Unrealized
                
                
                EstimatedSecurities
                
                
                Cost
                
                
                Losses
                
                
                Fair
                    ValueLangley
                    Park Investments Plc
                
                $
                308,842
                
                
                ($
                    208,730
                )
                $
                100,112Trading
                    securitiesLangley
                    Park Investments Plc
                
                $
                1,837,005
                
                
                ($
                    948,810
                )
                $
                888,195Restricted
                    until July 15, 2006
   9
 GALAXY
            MINERALS, INC AND SUBSIDIARY
 (AN
            EXPLORATION COMPANY)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
            30, 2005 AND 2004
  NOTE
          9.
          FIXED ASSETS
 The
        company has paid for equipment, fixtures and improvements to be utilized
        at the
        mining sites. As of September 30, 2005 none of the fixed assets were placed
        in
        service.
  10
 
 **ITEM
        2**  **Managements
        Discussion and Analysis or Plan of Operation**
 
 The
        following discussion should be read together with our financial statements
        and
        the notes to those financial statements included elsewhere in this Quarterly
        Report, as well as our Annual Report on Form 10-KSB for the year ended December
        31, 2004.
 
 **Summary
        Overview**
 
 We
        are an
        exploration stage company involved in the exploration for natural minerals
        in
        several mines, at which we own some or all of the minerals rights to mine.
        Through our subsidiary, we have the minerals rights to mine four different
        mines. To date, we have conducted exploratory activities at several of these
        locations but have not mined any minerals from the mines, other than samples,
        and have not derived any revenues from our current business operations, and
        have
        not had revenues in our last two fiscal years ended December 31, 2004, and
        2003.
 
 Plan
        of Operation
 
 Our
        plans
        for the mining of these projects has not materially changed since the filing
        of
        our Annual Report on Form 10-KSB for the year ended December 31, 2004. For
        our
        exploration activities at the properties, we continue to evaluate the results
        from the exploration and the surface sampling at the four mines. Based on
        the
        geological reports of Parkinson Geologic, we believe the placement of a pilot
        plant, which is a tool that extracts minerals from the rocks in the mine,
        at the
        Yellow Jacket and Phoenix Mine would be advantageous at this time and plan
        to
        put one in place as soon as the proper preparations can be made for the
        installment of the plant. We are also in the process of determining the optimal
        method for determining the size of our mineral reserve at the other mining
        locations. At the same time, we are evaluating other minerals opportunities
        with
        a view to diversifying our activities.
 
 On
        May 9,
        2005, we entered into a Securities Purchase Agreement (the “Agreement”) with GCA
        Strategic Investment Fund Limited (“GCA Fund”), pursuant to which GCA Fund
        agreed to purchase Convertible Secured Promissory Notes (the “Notes”) from us,
        in an amount up to a total of $6,000,000. Under the Agreement, GCA Fund will
        purchase the Notes at our request until a total of $6,000,000 in Notes has
        been
        purchased.
 
 Upon
        the
        execution of the Agreement, on May 9, 2005, at our request, GCA purchased
        Notes
        totaling $2,200,000. Under the terms of the Agreement and the Notes, we only
        receive 85% of our requested amount in cash. Therefore, on May 9, 2005, we
        received $1,870,000 from GCA Fund in exchange for the Note totaling $2,200,000.
        GCA Fund has also given us written confirmation of their intention to purchase
        an additional $300,000 Note as soon as we are able to increase our authorized
        common stock. We believe this $1,870,000 will be sufficient to fund our
        operations for the next six to twelve months. We cannot request that GCA
        Fund
        purchase additional notes unless we are current in our public company reporting
        obligations and a registration statement covering the securities underlying
        the
        convertible promissory notes has been declared effective by the Securities
        and
        Exchange Commission. We do not currently meet these requirements and therefore
        cannot request additional note purchases from GCA Fund.
 
 On
        July
        5, 2005, we filed a Registration Statement on Form SB-2 to register an
        indeterminate number of shares of our common stock issuable upon conversion
        of
        the secured convertible note and exercise of the warrants held by GCA. On
        July
        29, 2005, we received the first set of comments to our Registration Statement
        from the Securities and Exchange Commission and we are in the process of
        responding to those comments. Our response to those comments was delayed
        due to
        the situation with our independents auditors, which is discussed
        below.
 
 11
 As
        part
        of the comments the Securities and Exchange Commission has also requested
        that
        we file amended Exchange Act filings to make any changes required in those
        filings to make them consistent with any we make to our amended Registration
        Statement. As explained above, we have not completed our responses to the
        Securities and Exchange Commission’s comments and, therefore, do not know
        exactly what changes will be necessary to our Registration Statement and
        what
        amended Exchange Act periodic filings will need to filed with parallel changes.
        However, we do anticipate we will file amendments to some of our recent periodic
        filings.
 
 As
        a
        result of both our management and our consultants spending time on reviewing
        our
        past Exchange Act filings in response to the Securities and Exchange Commissions
        comments, as well as the situation with our auditors, we failed to timely
        file
        our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005,
        and,
        therefore, on September 20, 2005, our common stock was de-listed from the
        Over
        the Counter Bulletin Board and is currently trading on the Pink Sheets. We
        hope
        to make all the filings necessary to get re-listed on the Over the Counter
        Bulletin Board during the first or second quarter of 2006. Although we don’t
        anticipate any problems with our application to get re-listed, there is always
        the chance that we will not be able to successfully get re-listed on the
        Over
        the Counter Bulletin Board.
 
 Change
        in Employees
 
 We
        do not
        have any plans to change our number of employees in the foreseeable future.
        We
        plan to continue to utilize independent contractors for the exploration
        activities, to locate possible new mineral rights opportunities, and for
        some of
        our general business affairs.
 
 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, 2004, were prepared assuming that we will continue as
        a
        going concern. However, they note that we were an exploration stage company
        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.
 
 **The
        following analysis compares the results of operations for the three-month
        period
        ended September 30, 2005 to the comparable period ended September 30,
        2004**
 
 **Results
        of Operations**
 
 Introduction
        and Plan of Operation
 
 Results
        for the three months ended September 30, 2005, are much different than our
        results for the three months ended September 30, 2004, due to the fact that
        following our acquisition of Yellow Jacket Finance Limited in April 2004,
        we
        spent significant amounts in the three months ended September 30, 2004, to
        acquire mineral rights at various mines, as further described above and in
        our
        Annual Report for the year ended December 31, 2004. During the three months
        ended September 30, 2005, we did not spend any funds for the acquisition
        of new
        mineral rights, but instead incurred costs related to the exploration activities
        at those mines. Our financial statements for the quarter ended September
        30,
        2005, reflect this change in our activities. While we had no revenues for
        the
        quarter ended September 30, 2005, we incurred exploration stage costs due
        primarily to the costs associated with the consultants who assist us with
        the
        exploration activities at the mines where we have mineral rights, and therefore
        we continue to operate at a substantial loss. Our operations consist primarily
        of the initial exploration of our mineral rights. 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.
 
 12
 Revenues
        and Loss from Operations
 
 Our
        revenues, exploration expenses, operating expenses, and loss before taxes
        for
        the quarter ended September 30, 2005, as compared to the quarter ended September
        30, 2004, are as follows:
 
 Quarter
                  Ended
              
              Quarter
                  EndedSeptember
                  30, 2005
              
              September
                  30, 2004Revenues
              
              $
              -
              
              $
              -Minerals
                  property acquisition costs
              
              
              -
              
              
              7,120,000Exploration
                  costs
              
              
              49,809
              
              
              -Laboratory
                  fees
              
              
              -
              
              
              -Professional
                  and consulting fees
              
              
              376,376
              
              
              2,421,681Interest
                  expenses
              
              
              -
              
              
              -Rent
              
              
              6,072
              
              
              -General
                  and administrative
              
              
              49,789
              
              
              204Impairment
                  of investment
              
              
              -
              
              
              2,132,774Total
                  exploration stage expenses
              
              
              482,046
              
              
              11,854,659Total
                  other expenses
              
              
              34,264
              
              
              -Loss
                  before taxes and other Gains (Losses)
              
              
              (447,782
              )
              
              (11,854,659
              )
 
 Taxes,
        Joint Venture Interests, and Net Loss
 
 Our
        taxes, income from joint venture interest, and net loss for the quarter ended
        September 30, 2005, as compared to the quarter ended September 30, 2004,
        are as
        follows:
 
 Quarter
                  Ended
              
              Quarter
                  EndedSeptember
                  30, 2005
              
              September
                  30, 2004Income
                  tax provision
              
              $
              -
              
              $
              -Minority
                  interest in joint venture
              
              
              (38,981
              )
              
              9Net
                  loss
              
              
              (486,763
              )
              
              (11,854,650
              )
  13
 Our
        net
        loss for the three months ended September 30, 2005, was ($486,763) compared
        to
        ($11,854,650) for the three months ended September 30, 2004. The significant
        decrease in our net loss was due to the fact that during the three months
        ended
        September 30, 2004, we had significant costs associated with the acquisition
        of
        mineral rights, which accounted for $7,120,000 of our exploration stage expenses
        for that quarter. In comparison, we did not have any costs associated with
        the
        acquisition of mineral rights in the quarter ended September 30, 2005. For
        this
        quarter, our exploration stage expenses accounted for $482,046 of our net
        loss.
        The majority of our exploration stage expenses for this period were professional
        and consulting fees, which accounted for $376,376, or 86%, of our exploration
        stage expenses. Since we only have one employee, we are dependent on outside
        consultants for locating and assisting in the acquisition of new mineral
        rights,
        as well the maintenance and operations of our exploration activities at the
        mines where we have mineral rights. The recovery of loss on the sale of
        marketable securities (unrealized) for the three months ended September 30,
        2005, totaled $34,264. This relates to the increase in fair market value
        of the
        Company’s trading securities.
 
 **The
        following analysis compares the results of operations for the nine-month
        period
        ended September 30, 2005 to the comparable period ended September 30,
        2004**
 
 **Results
        of Operations**
 
 Introduction
        and Plan of Operation
 
 For
        the
        same reasons as set forth above, our results for the nine months ended September
        30, 2005, are significantly different than our results for the nine months
        ended
        September 30, 2004. We had no revenues for the nine months ended September
        30,
        2005, but we incurred exploration stage costs due primarily to the costs
        associated with our exploration activities, and the consultants who assist
        us
        with the exploration activities, at the mines where we have mineral rights,
        and
        therefore we continue to operate at a substantial loss. 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
        initial exploration of mining claims.
 
 Revenues
        and Loss from Operations
 
 Our
        revenues, exploration expenses, operating expenses, and loss before taxes
        for
        the nine months ended September 30, 2005, as compared to the nine months
        ended
        September 30, 2004, are as follows:
 
 Nine
                  Months Ended
              
              Nine
                  Months EndedSeptember
                  30, 2005
              
              September
                  30, 2004Revenues
              
              $
              -
              
              $
              -Minerals
                  property acquisition costs
              
              
              -
              
              
              7,120,000Exploration
                  costs
              
              
              2,349,668
              
              
              79,350Laboratory
                  expenses
              
              
              1,121
              
              
              -Professional
                  and consulting fees
              
              
              1,914,474
              
              
              2,723,899Interest
                  expenses
              
              
              -
              
              
              -Rent
              
              
              20,072
              
              
              -General
                  and administrative
              
              
              104,929
              
              
              414Impairment
                  of investment
              
              
              -
              
              
              2,312,774Total
                  exploration stage expenses
              
              
              4,390,264
              
              
              12,236,437Total
                  other expenses
              
              
              (88,366
              )
              
              -Loss
                  before taxes and other Gains (Losses)
              
              
              (4,478,630
              )
              
              (12,236,437
              )
 
 14
 Taxes,
        Joint Venture Interests, and Net Loss
 
 Our
        taxes, income from joint venture interest, and net loss for the nine months
        ended September 30, 2005, as compared to the nine months ended September
        30,
        2004, are as follows:
 
 Nine
                  months Ended
              
              Nine
                  months EndedSeptember
                  30, 2005
              
              September
                  30, 2004Income
                  tax provision
              
              $
              -
              
              $
              -Minority
                  interest in joint venture
              
              
              (38,981
              )
              
              38,981Net
                  loss
              
              
              (4,517,611
              )
              
              (12,197,456
              )
 
 Our
        net
        loss for the nine months ended September 30, 2005, was ($4,517,611) compared
        to
        ($12,197,456) for the nine months ended September 30, 2004. As noted above,
        the
        significant decrease in our net loss was due to the fact that during the
        nine-month period ended September 30, 2004, we spent $7,120,000 for the
        acquisition of the minerals rights. In addition, due to the fact we had just
        recently acquired the mineral rights, during the nine-month period ended
        September 30, 2004, we only had $79,350 in exploration costs at those mines.
        During the nine months ended September 30, 2005, we had $2,349,668 in
        exploration costs at the mines, which was associated with our exploration
        activities at the mines. Our professional and consulting fees for the two
        nine-month periods remained fairly consistent ($1,914,474 for the nine months
        ended September 30, 2005, compared to $2,723,899 for the nine months ended
        September 30, 2004). During the nine months ended September 30, 2004, we
        had an
        impairment of investment expense of $2,312,774, which related 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. The
        recovery of loss on the sale of marketable securities (unrealized) for the
        nine
        months ended September 30, 2005, totaled $330,356. This relates to the increase
        in fair market value of the Company’s trading securities.
 
 **Liquidity
        and Capital Resources**
 
 Introduction
 
 We
        have
        not generated any revenue to date from our exploration stage activities as
        a
        company in the mining industry. We have primarily financed our activities
        from
        loans from our shareholders and the $1,870,000 we received from GCA Fund
        in
        exchange for the Note totaling $2,200,000, as detailed above. Substantially
        all
        of the shareholder loans were drawn and expensed in the second quarter of
        2004.
 
 Our
        cash,
        total assets, and total liabilities as of September 30, 2005, as compared
        to the
        previous quarter ended June 30, 2005, are as follows:
 
 15
 As
                  of
              
              As
                  ofSeptember
                  30,
              
              June
                  30,2005
              
              2005Cash
                  and cash equivalents
              
              $
              1,185,351
              
              $
              1,820,386Total
                  current assets
              
              
              1,285,463
              
              
              1,951,233Total
                  assets
              
              
              2,312,682
              
              
              3,788,238Total
                  current liabilities
              
              
              13,836
              
              
              27,800
 
 Our
        cash
        and cash equivalents have decreased primarily due to the expenditure of funds
        for exploration costs and consulting fees. The difference between our current
        assets and our total assets is a result of the stock swap arrangements with
        Langley Park Investments PLC. Under the terms of the stock swap we exchanged
        some of our common stock for common stock of Langley Park Investments PLC.
        That
        stock, based on the current market price of Langley Park Investment PLC,
        is
        valued at $888,195.
 
 Cash
        Requirements
 
 On
        May 9,
        2005, we closed a financing arrangement for up to $6,000,000 in financing.
        The
        terms of this financing deal are further detailed herein and in our previous
        filings. On May 9, 2005, upon the closing of this financing we received
        $1,870,000 in exchange for a $2,200,000 principal amount convertible promissory
        note. We believe this financing deal will provide us the cash necessary to
        operate for the next three to six months.
 
 Sources
        and Uses of Cash
 
 *Operations*
 
 Net
        cash
        used by exploration stage activities operations was ($500,879) for the nine
        months ended September 30, 2005, as compared to ($202,787) for the same period
        in 2004. Negative operating cash flows during the nine months ended September
        30, 2005, were created primarily by corporate fixed and overhead expenses.
 
 *Investing*
 
 Net
        cash
        provided by investing activities was $251,623 and $0, for the nine months
        ended
        September 30, 2005 and 2004, respectively. Investing activities for the nine
        months ended September 30, 2005, consisted primarily of proceeds from the
        sale
        of marketable securities, which equaled $390,647. Our purchase of fixed assets
        for this nine-month period, including property, plant, and equipment, totaled
        ($139,024).
 
 *Financing*
 
 Net
        cash
        provided by financing activities was $1,977,668 and $203,995, for the nine
        months ended September 30, 2005 and 2004, respectively. In the nine
        months
        ended September 30, 2005, financing activities primarily included proceeds
        from
        sale of a $2,200,000 principal amount convertible debenture, for which we
        received $1,870,000, and proceeds from the sales of common stock of $68,687.
        Net
        cash provided by financing activities during the nine months ended
        September 30, 2004, included a capital contribution from an officer totaling
        $7,604, and loans to us from a shareholder totaling $235,372.
 
 16
 **Debt
        Instruments, Guarantees, and Related Covenants**
 
 As
        of
        September 30, 2005 we had the $2,200,000 convertible debenture outstanding.
        Under the terms of the financing arrangement, if we do not timely pay the
        debenture in accordance with its terms it begins to accrue interest at a
        rate of
        twelve percent (12%) per annum. The holder also has the option, at any time,
        to
        convert the amounts due under the debenture into shares of our common stock.
        The
        number of shares of common stock to be issued upon each conversion shall
        be
        determined by dividing the amount to be converted by the conversion price
        in
        effect on the date a notice of conversion is delivered to us. The conversion
        price is equal to 95% of the average of the three lowest closing bid prices
        for
        the twenty (20) trading days immediately prior to the date of the related
        notice
        of conversion. As of September 30, 2005, we did not have additional outstanding
        debt instruments, guarantees, or related covenants.
 
 **Critical
        Accounting Policies**
 
 The
        Company accounts for its stock-based compensation arrangements with employees
        in
        accordance with Accounting Principles Board Opinion No. 25, “Accounting for
        Stock Issued to Employees” (“APB 25”) and related interpretations. As such,
        compensation expense under fixed term option plans is recorded at the date
        of
        grant only to the extent that the market value of the underlying stock at
        the
        date of grant exceeds the exercise price.  The Company recognizes
        compensation expense for stock options, common stock and other equity
        instruments issued to non-employees for services received based upon the
        fair
        value of the services or equity instruments issued, whichever is more reliably
        determined.  Stock compensation expense is recognized as the stock
        option
        is earned, which is generally over the vesting period of the underlying
        option.
 
 **ITEM
        3**  **Controls
        and Procedures**
 
 The
        Company's Chief Executive Officer and Chief Financial Officer (or those persons
        performing similar functions), after evaluating the effectiveness of the
        Company's disclosure controls and procedures (as defined in Rules 13a-14(c)
        and
        15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
        date
        within 90 days of the filing of this quarterly report (the “Evaluation Date”),
        have concluded that, as of the Evaluation Date, the Company's disclosure
        controls and procedures were effective to ensure the timely collection,
        evaluation and disclosure of information relating to the Company that would
        potentially be subject to disclosure under the Securities Exchange Act of
        1934,
        as amended, and the rules and regulations promulgated thereunder. There were
        no
        significant changes in the Company’s internal controls or in other factors that
        could significantly affect the internal controls subsequent to the Evaluation
        Date.
 
 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
 
  **PART
          II - OTHER INFORMATION**
 
 **ITEM
        1**  **Legal
        Proceedings**
 
 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**
 
 There
        have been no events that are required to be reported under this
        Item.
 
 **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**
 
 At
        the
        2005 Annual Meeting of Shareholders, held on July 25, 2005, the shareholders
        approved the following agenda items as set forth in the Company’s 14C
        Information Statement on file with the SEC:
 
 1.  Three
        individuals were elected to our Board of Directors, namely
        Matthew J. Symonds, Dr. Thomas P. Fry, and David L. Mayer. Mr. Symonds is
        an
        employee-director and Messrs. Fry and Mayer are outside (non-employee)
        directors. All three were directors prior to the meeting. The results of
        the
        voting were as follows:
 
 Director
              Votes
                  For
              Votes
                  Against
              Votes
                  Withheld
              Abstentions
              Broker
                  Non-VotesMatthew
                  J. Symonds
              285,997,158
              -0-
              -0-
              -0-
              -0-Dr.
                  Thomas P. Fry
              285,997,158
              -0-
              -0-
              -0-
              -0-David
                  L. Mayer
              285,997,158
              -0-
              -0-
              -0-
              -0-
 
 The
        other
        matters on which the shareholders voted, and the results of voting,
        were:
 
 2.  An
        amendment to the Articles of Incorporation to increase the authorized common
        stock from 500,000,000 shares, par value $0.001, to 1,000,000,000 shares,
        par
        value $0.001. This agenda item passed as follows:
 
 Votes
                  For
              Votes
                  Against
              Votes
                  Withheld
              Abstentions
              Broker
                  Non-Votes285,997,158
              -0-
              -0-
              -0-
              -0-
 
 The
        amendment to the Articles of Incorporation was filed with the State of Florida
        on July 25, 2005, with an effective date of July 26, 2005.
 
 A
        more
        detailed description of each agenda item at the annual shareholders meeting
        can
        be found in our Schedule 14C Information Statement dated and filed with the
        Securities and Exchange Commission on April 29, 2005 and our Amended Schedule
        14C dated and filed with the Securities and Exchange Commission on June 14,
        2005.
 
 18
 **ITEM
        5**  **Other
        Information**
 
 (a)
              Other
                  Information
 
 GCA
        Strategic Investment Fund Limited Financing
  On
        July
        5, 2005, in accordance with our agreement with GCA Strategic Investment Fund
        Limited (“GCA Fund”) we filed a Registration Statement on Form SB-2 to register
        an indeterminate number of shares of our common stock issuable upon conversion
        of the secured convertible note and exercise of the warrants held by GCA
        Fund.
        On July 29, 2005, we received the first set of comments to our Registration
        Statement from the Securities and Exchange Commission and we are in the process
        of responding to those comments. Our response to those comments was delayed
        due
        to the situation with our independent auditors, which is discussed
        below.
 
 Independent
        Auditors
 
 On
        August
        5, 2005, Dohan and Company, CPA's, P.A., the independent accountants previously
        engaged as the principal accountants to audit our financial statements, were
        dismissed. The decision to change accountants was approved by the Board of
        Directors.
 
 On
        September 13, 2005, we decided to re-engage the services of Dohan and Company,
        CPA’s, P.A. for the limited purpose of reviewing our financial statements for
        the Quarterly Report on Form 10-QSB for the period ended June 30, 2005,
        reviewing and assisting us with our response to the comments on, and the
        filing
        of, our amended Registration Statement, and reviewing and assisting us with
        filing any amended Exchange Act periodic filings that may need to be filed
        based
        on the comments from the Securities and Exchange Commission on our Registration
        Statement.
 
 On
        October 28, 2005, the Company engaged Mantyla McReynolds, LLC, as its
        independent certified public accountant for all the Company’s audit work going
        forward, starting with this Quarterly Report on Form 10-QSB.
 
 Amended
        Exchange Act Filings
 
 As
        noted
        above, on July 29, 2005, we received comments from the Securities and Exchange
        Commission regarding our Registration Statement on Form SB-2. As part of
        those
        comments the Securities and Exchange Commission has requested that we file
        amended Exchange Act filings to make changes consistent with any we make
        to our
        amended Registration Statement. As explained above, we have not completed
        our
        responses to the Securities and Exchange Commission’s comments and, therefore,
        do not know exactly what changes will be necessary to our Registration Statement
        and what amended Exchange Act periodic filings will need to filed with parallel
        changes. However, we do anticipate we will file amendments to some of our
        recent
        periodic filings.
 
 De-Listing
        from the Over the Counter Bulletin Board
 
 As
        a
        result of both our management and our consultants spending time on reviewing
        our
        past Exchange Act filings in response to the Securities and Exchange Commissions
        filings, as well as the situation with our auditors, we failed to timely
        file
        our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005,
        and,
        therefore, on September 20, 2005, our common stock was de-listed from the
        Over
        the Counter Bulletin Board and is currently trading on the Pink Sheets. We
        hope
        to make all the filings necessary to get re-listed on the Over the Counter
        Bulletin Board during the first or second quarter of 2006. Although we don’t
        anticipate any problems with our application to get re-listed, there is always
        the chance that we will not be able to successfully get re-listed on the
        Over
        the Counter Bulletin Board.
 
 19
 Glossary
        of Terms
 
 A
        glossary of the mining and mineral resource terms used in this Report are
        attached as an Exhibit to our Annual Report on Form 10-KSB for the year ended
        December 31, 2004.
 
 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:
 
 •  foreign
        currency exchange fluctuations and instability of foreign
        currencies;
 
 •  varying
        foreign governmental regulations and regulatory authority
        requirements;
 
 •  political
        or economic instability and volatility in particular countries or
        regions;
 
 •  limited
        protection for intellectual property;
 
 •  difficulties
        in staffing and managing international operations; and
 
 •  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.
 
 (b)
              Changes
                  to Nominate a Director Nominee
 
 There
        have been no events that are required to be reported under this
        Item.
  20
  **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 Limited3.1
                  (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, 20023.3
                  (5)
              
              Articles
                  of Amendment to the Articles of Incorporation of HeavenExpress.com,
                  Inc.
                  filed September 3, 20033.4
                  (5)
              
              Articles
                  of Amendment to the Articles of Incorporation of HeavenExpress.com,
                  Inc.
                  filed April 7, 20043.5
                  (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 Stock4.2
                  (4)
              
              2004
                  Equity Compensation Plan31.1
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer31.2
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer32.1
              
              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
                  2002.99.1
                  (6)
              
              Glossary
                  of Terms Regarding Mineral Resources and
                  Reserves
  (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.
 
 21
 (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 September 30, 2004, dated August 12, 2004 and filed with
                  the
                  Commission on August 16, 2004.
 
 (6)
              Incorporated
                  by reference from our Annual Report on Form 10-KSB for the year
                  ended
                  December 31, 2004, dated May 5, 2005 and filed with the Commission
                  on May
                  9, 2005.
 
  22
  **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.
 
 
 **Galaxy
                  Minerals, Inc.**(Registrant)Dated:
                  November 14, 2005
              /s/
                  Matthew J. SymondsMatthew
                  J. Symonds, President, Chief Financial Officer, and
                  Secretary
  
 23