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

                                  FORM 10-QSB/A

(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, 2003

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                  For the transition period from ____ to _____

                        Commission file number: 333-95549

                        Golden Sand Eco-Protection, Inc.
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)

           Florida                                        65-0974212
           -------                                        ----------
   State or other jurisdiction of                       I.R.S. Employer
   incorporation or organization                       Identification No.


              2531 S.E. 14th Street, Pompano Beach, Florida 33062
              ---------------------------------------------------
                    (Address of principal executive office)

                                 (954) 782-4547
                                 --------------
                           (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. [ X]Yes [ ] No

                                         APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 19, 2004, we had 8,270,000 shares of our common stock issued and
outstanding.

Transitional Small Business Disclosure Format (Check one): [  ]Yes [ X ] No



<PAGE>



                              INDEX TO FORM 10-QSB
                              --------------------

                                                                        Page No.
                                                            --------
PART I
------

Item 1.  Financial Statements

         Balance Sheet (Unaudited) - September 30, 2003            2

         Statements of Operations (Unaudited) - Three and Nine
         Months Ended September 30, 2003 and 2002                  3

         Statements of Cash Flows (Unaudited) - Nine Months
         Ended September 30, 2003 and 2002                         4

         Notes to Financial Statements (Unaudited)               5-6

Item 2.  Management's Discussion and Analysis or Plan
         of Operations                                           7-10

Item 3.  Controls and Procedures                                   11

PART II
-------

Item 1.  Legal Proceedings                                         11

Item 2.  Changes in Securities and Use of Proceeds                 11

Item 3.  Defaults Upon Senior Securities                           11

Item 4.  Submission of Matters to a Vote of Security Holders       11

Item 5.  Other Information                                         12

Item 6.  Exhibits and Reports on Form 8-K                          12


<PAGE>


                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2003
===============================================================================
<TABLE>
<S>                                                                <C>

                                     ASSETS
                                     ------

CURRENT ASSETS
--------------
   Cash                                                            $         97
   Deferred tax asset, less valuation allowance of $22,196                    -
                                                                   ------------
         TOTAL ASSETS                                              $         97
                                                                   ============


                      LIABILITIES AND DEFICIENCY IN ASSETS
                      ------------------------------------

LIABILITIES
-----------
   Accounts payable and accrued expenses                           $      3,911
                                                                   ------------
      TOTAL LIABILITIES                                                   3,911
                                                                   ------------

DEFICIENCY IN ASSETS
--------------------
   Preferred stock ($.001 par value, 10,000,000 shares
     authorized: none issued and outstanding)                                 -
   Common stock ($.001 par value, 200,000,000 shares
     authorized: 8,270,000 issued and outstanding)                        8,270
   Additional paid-in-capital                                            96,188
   Deficit accumulated during the development stage                    (108,272)
                                                                   ------------
      TOTAL DEFICIENCY IN ASSETS                                         (3,814)
                                                                   ------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                $         97
                                                                   ============
</TABLE>












               See accompanying notes to the financial statements.
                                       2

<PAGE>


                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF OPERATIONS (UNAUDITED)
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================
<TABLE>
<S>                    <C>        <C>        <C>        <C>        <C>


                        Three months ended  Nine months ended      Cumulative to
                           September 30,       September 30,       date since
                                                                       inception
                          2003       2002       2003       2002
                       ---------- ---------- ---------- ---------- ------------
OPERATING EXPENSES:
-------------------
   Professional and
     consulting fees   $    2,450 $      544 $    7,280 $    7,563 $    102,924
   Interest expense             -        350        350      1,102        4,222
   General and
     administrative            45         61        150        301        1,126
                       ---------- ---------- ---------- ---------- ------------
      TOTAL EXPENSES        2,495        955      7,780      8,966      108,272
                       ---------- ---------- ---------- ---------- ------------

         LOSS BEFORE
           INCOME TAXES    (2,495)      (955)    (7,780)    (8,966)    (108,272)
         INCOME TAX
          (PROVISION)
           BENEFIT              -          -          -          -            -
                       ---------- ---------- ---------- ---------- ------------
         NET LOSS      $   (2,495)$     (955)$   (7,780)$   (8,966)$   (108,272)
                       ========== ========== ========== ========== ============

   Net loss per
     common share,
     basic and fully
     diluted           $       ** $       ** $       ** $       ** $      (0.01)
                       ========== ========== ========== ========== ============
   Weighted average
     common shares
       outstanding      8,210,000  8,116,000  8,195,000  8,116,000    8,089,000
                       ========== ========== ========== ========== ============
** Less than $.01
</TABLE>












               See accompanying notes to the financial statements.
                                       3
<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================
                                                                   Cumulative to
                                                                      date since
                                             2003         2002     inception
                                          ----------   ----------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
   Net loss                              $   (7,780)  $   (8,966) $    (108,272)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities:
      Common stock issued for services        3,080            -         56,680
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued
            expenses                         (5,500)       1,385          3,911
                                          ----------   ----------  -------------
         NET CASH USED IN OPERATING
           ACTIVITIES                       (10,200)      (7,581)       (47,681)
                                          ----------   ----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
   Proceeds from sales of common stock            -            -          1,350
   Capital contribution of officer            9,200            -          9,200
   Proceeds from note payable to officer      1,074        7,525         37,228
                                          ----------   ----------  -------------
         NET CASH PROVIDED BY
           FINANCING ACTIVITIES              10,274        7,525         47,778
                                          ----------   ----------  -------------

         NET INCREASE (DECREASE) IN
           CASH                                  74          (56)            97

     Cash, beginning of period                   23           74              -
                                          ----------   ----------  -------------
     Cash, end of period                  $      97    $      18   $         97
                                          ==========   ==========  =============

SUPPLEMENTAL DISCLOSURES:
-------------------------
   Interest paid                          $      -      $      -      $       -
   Income taxes paid                      $      -      $      -      $       -

NON-CASH FINANCING ACTIVITIES:
------------------------------
   Common stock issued for services       $   3,080     $      -   $     56,680
                                          ==========   ==========  =============
   Advance contributed to capital
     by officer                           $  37,228     $      -   $     37,228
                                          ==========   ==========  =============


               See accompanying notes to the financial statements.
                                       4

<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity - Golden Sand Eco-Protection, Inc. ("the Company") (a
development stage company) is a Florida corporation formed in December 1999,
primarily to provide memorial products and services through the Internet.

Unaudited Financial Statements - The unaudited financial statements as of and
for the three and nine months ended September 30, 2003 and 2002, 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 months ended September 30, 2003, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003.

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.

Development Stage Company - The Company has been devoting its efforts to
activities such as raising capital, establishing sources of information, and
developing markets for its planned operations. The Company has not yet generated
any revenues and, as such, it is considered a development stage company.

NOTE 2. INCOME TAXES

At September 30, 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 2022. Subsequent to year end,
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 $22,196 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 $22,196 has been established,
resulting in no deferred tax benefits as of the balance sheet date.

                                       5
<PAGE>


NOTE 3. GOING CONCERN AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements, the Company incurred net
losses of $7,780 for the nine months ended September 30, 2003, and has an
accumulated deficit of $108,272. As a result, the Company has a negative working
capital and a deficiency in assets. The ability of the Company to continue as a
going concern is dependent upon its ability to obtain financing and achieve
profitable operations. The Company anticipates meeting its cash requirements
through the financial support of its management until such time as it begins
operations. The financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.

NOTE 4. COMMITMENTS AND CONTINGENCIES

The Company has its executive offices in the residence of its Chairman. The
Company occupies approximately 150 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.

                                       6

<PAGE>


ITEM  2. Management's Discussion and Analysis or Plan of Operation
-------

Forward-Looking Statements

This report on Form 10-QSB/A contains forward-looking statements. The words or
phrases "would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements."
Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including: (a) lack of demand for our products and services being purchased via
the Internet; (b) competitive products and pricing; (c) limited or no amount of
resources devoted to advertising; (d) limited amount of time our management
devotes to our business; (e) the absence of management experience in the
memorial business or in Internet marketing; (f) if we fail to obtain financing
to conduct our plan of operations, we may be unable to continue in business; (g)
because our former President, Ms. Sharpe, is recovering from a brain related
operation, our Plan of Operations has experienced substantial delays; and (h)
absence of any contracts or arrangements with third party supplies or
manufacturers. Statements made herein are as of the date of the filing of this
Form 10-QSB with the Securities and Exchange Commission and should not be relied
upon as of any subsequent date. Unless otherwise required by applicable law, we
do not undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

Our operations from our inception to September 30, 2003. We were incorporated on
December 9, 1999. Since our inception through September 30, 2003, we have no
revenues and we have an accumulated deficit of $108,272. Our business plan
currently consists of an online memoriam which offers products and services to
those who are seeking to plan funeral services. Our site offers catalogs for
caskets, monuments, markers, urns, flowers and burial sites. We also offer a
service of a jazz band to play at memorial services.

Since our inception to September 30, 2003, we have accomplished the following:

-    Developed our business plan;
-    Raised Capital - We raised $1,350 for our operations through the sale of
     private placement securities;
-    Appointment of Board Members - We appointed Charles Scheuerman as a second
     member of our Board of Directors;
-    Obtained our website address - We obtained the address of
     www.heavenexpress.com
-    Development of a website - We developed our website content;
-    Graphics - We designed the graphics for our website; and
-    Website Designers - We hired Sensory Design Group, Inc. who created our
     website;
-    Our website became operational on May 21, 2000.


                                       7
<PAGE>

Our Future Plan of Operations. Our plan of operations over the next twelve
months will consist of the following:

A.   Our management plans to redesign and reformat our website to accomplish the
     following goals:

-    Create a user-friendly environment;
-    Create an aesthetically pleasing website; and
-    Create an organizational format to the website as reflected in B below that
     offers users a more organized product and service description.

To accomplish the above goals, management plans to locate computer consultants
to design and upgrade our website. We have not yet located consultants to
perform these services. Until we locate and retain such consultants, we will
continue to conduct our operations with our originally formatted website. The
components of our future website are described below under "Our Future Plan of
Operations". We expect that our new website will be operational within the next
nine months.

B.   New Website. Our website will contain an entirely new organizational
     format, as follows:

(General Category): Retail products with the following sub-categories:

-    Burial vaults;
-    Garments;
-    Caskets;
-    Monuments;
-    Urns;
-    Flowers;
-    Sympathy gifts;
-    Cards;
-    Stone and bronze memorials; and - Books.

(General Category): Funeral Services with the following sub-categories:

- Traditional funeral arrangements; - Theme funeral arrangements (such as
parades); and - Denominational funeral arrangements

Within each sub-category above, the user will be able to link to various sites
that retails that type of merchandise or describes the particular type of
information within each sub-category. For instance, if users wish to click on
"caskets" under the general category, "Retail Products", they will then view a
page that contains a listing of all caskets which we offer through various
casket manufacturers' retailers.

Our new website will also contain a "print function" that will print substantive
information from linked retailer websites while omitting images and pictures and
an e-mail function enabling users to automatically E-mail linked retailer
websites to other E-mail addresses. We will also add an "advertiser" management
system to simplify the addition, removal, and use of links from different
sources. We will also create a new professional logo, color scheme, and
navigation layout to the website to improve our awareness of our website.

                                       8
<PAGE>

We expect that all of the above described aspects of our new website will be
operational by June 30, 2004.

C.   New Content. Between now and June 30, 2004, we expect to add content on our
     website that will demonstrate the price advantage of ordering online
     memorial products via our website compared to prices offered at retail
     establishments, such as physically situated funeral homes. In addition, to
     attract additional visitors to our website, we plan to eventually provide
     educational and informative content, as follows:

-    Quality of various memorial and funeral products and services, such as the
     different types of wood, metal, bronze and copper caskets;
-    Laws and consumer rights pertaining to the funeral and memorial industry;
-    Customs and etiquette regarding funeral attendance and appropriate
     charitable contributions in memory of the deceased, sympathy card content,
     expressing personal thoughts, and considerations pertaining to various
     religions; and
-    Legal ramifications and advantages and disadvantages of pre-paid funeral
     arrangements.

We originally planned to have this additional content available on our website
approximately nine months after we established our new website; however, our
time estimate for completion of our new content is now June 30, 2004. We expect
a cost of $1,500 pertaining to establishing this additional content.

D.   Additional Sources of Revenue. During the entire course of our Plan of
     Operations, our President plans to actively seek potential sources of
     revenues from various establishments. She plans to contact funeral homes
     and online obituaries to establish relationships that will generate
     potential sources of revenue, as follows:

-    Referral fees by referring business to these entities from business leads
     obtained from contact with our website;
-    Advertising fees from advertising these establishments on our website;
-    Establishing relationships with vendors of memorial products that will sell
     their products through our website;
-    Developing an apparatus by which we will receive transaction fees from
     e-commerce applications;
-    Developing a plan to obtain advertising of other memorial based businesses
     on our website that will generate advertising fees;
-    Establishing links with other third party vendors of memorial based
     products, wherein the third party vendors will provide us with a commission
     from third party e-commerce transactions; and
-    Including testimonials from our customers on our website to demonstrate the
     quality of our service.


                                       9
<PAGE>

E.   Advertising. We plan to obtain small advertisements in trade magazines. We
     estimate that these advertisements will cost between $75 and $500 depending
     upon the publication, number of advertisements and length of
     advertisements. We expect to advertise in local written publications in
     South Florida and large cities. These advertisements will cost between
     $150 and $1,500 per advertisement. We expect to spend approximately
     $10,000 for these type advertisements. At present, we do not have
     sufficient cash or financing resources to accomplish this goal;
     accordingly, we will place these advertisements only if we have sufficient
     revenues or financing from other sources. Even if we do develop sufficient
     financial resources to conduct our advertising campaign, we do not expect
     to begin our advertising until our new website and website content is
     completed in June 2004. We will continually monitor the relative success or
     failure of these advertisements to determine whether our advertising
     campaign requires content adjustment or publication selection.

Net loss for the period. Our net loss for the three months ended September 30,
2003, was $2,495, which consisted primarily of professional fees in connection
with trading on the Over-the-Counter Bulletin Board. Our net loss for the nine
months ended September 30, 2003 was $7,780, which consisted primarily of
professional fees and common stock issued for services, which were $3,700 and
$3,080, respectively. There were 154,000 common shares issued for consulting
services during the nine month period that were valued at the then current bid
price, or $.02 per share.

Liquidity and Capital Resources. As of September 30, 2003, we had limited cash
capital resources of only $97. Our current business plan includes the following
estimated capital expenditures of $32,000 over the next twelve months: $10,000
for advertising; $2,500 to establish new sources of revenue; $1,500 to improve
the content of our website; $600 for paying our server over the next twelve
months; $5,000 to upgrade our website and $12,000 for working capital.

Our existing cash is insufficient to fund our operations. Moreover, we have
incurred accumulated net losses of $108,272 since our inception to September 30,
2003. As a result, we have a negative working capital and a deficiency in
assets. Our ability to continue as a going concern is dependent upon our ability
to obtain financing and achieve profitable operations. If our revenues are
insufficient to meet our needs, our Officers or Directors may loan us funds to
conduct our operations; however, we have no agreement with our
Officers/Directors to do so and they are under no obligation to loan us funds.
Moreover, there are no assurances that our Officers/Directors will have
sufficient funds to make these loans. Accordingly, there are no assurances that
we will receive loans from our Officers/Directors. We have no compensation
agreements to our Officers/Directors in connection with any loans that either
may provide to us. If our Officers/Directors is unable or unwilling to make
loans to us necessary to implement our continuing plan of operations, we will
need additional financing through traditional bank financing or a debt or equity
offering; however, because we are a development stage company with little
operating history and a poor financial condition, we may be unsuccessful in
obtaining such financing or the amount of the financing may be minimal and
therefore inadequate to implement our continuing plan of operations.
Accordingly, there can be no assurance that we will be able to obtain financing
on satisfactory terms or at all, or raise funds through a debt or equity
offering. In addition, if we only have nominal funds by which to conduct our
operations, we may have to curtail advertising or be unable to conduct any
advertising, both of which will negatively impact development of our company
name and reputation.


                                       10
<PAGE>

ITEM 3.     Controls and Procedures
-------

(a)  On September 30, 2003, we made an evaluation of our disclosure controls and
     procedures. In our opinion, the disclosure controls and procedures are
     adequate because the systems of controls and procedures are designed to
     assure, among other items, that 1) recorded transactions are valid; 2)
     valid transactions are recorded; and 3) transactions are recorded in the
     proper period in a timely manner to produce financial statements which
     present fairly the financial condition, results of operations and cash
     flows for the respective periods being presented. Moreover, the evaluation
     did not reveal any significant deficiencies or material weaknesses in our
     disclosure controls and procedures.

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


PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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.

ITEM 2.     CHANGES IN SECURITIES

None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

                                       11
<PAGE>

ITEM 5.     OTHER INFORMATION

On June 26, 2003, our Company entered into a Plan of Exchange, (the "Plan of
Exchange") with Guangdong Golden Sand & Green Land Ecology And Environment
Protection Development Co., Ltd., a corporation organized under the laws of the
People's Republic of China ("Golden Sand"), this was also amended by a First
Amended Plan of Exchange, dated July 31, 2003 (the "First Amended Plan of
Exchange"), pursuant to which the Company would acquire Golden Sand in an
exchange transaction, and Golden Sand would have become a subsidiary of the
Registrant, and the shareholders of Golden Sand would have acquired control of
the Registrant. Also pursuant to the transaction, Mr. Scheuerman resigned as
President and the Company elected two new officers from the Golden Sand
management team - Mr. Shu Yang, President and Mr. Kwan Kim Lun, Chief Executive
Officer. Additional information is available in our Form 8-K and other filings
with the Securities and Exchange Commission.

The Company performed all necessary tasks to facilitate the merger transaction.
However, Golden Sand defaulted on the terms contained in the Plan of Exchange.
As such the merger agreement was terminated and the Company will no longer
engage in any transaction with Golden Sand or its shareholders. Mr. Charles
Scheuerman will once again maintain the office of President of our Company.
Additional information can be found in Form 8-K filed on or about November 19,
2003 with the Securities and Exchange Commission.

As of February 23, 2004, Charles Scheuerman, a majority shareholder, officer and
director of Golden Sand Eco-Protection, Inc., sold 7,550,000 shares of common
stock of the Company to Yellow Jacket Investments Limited ("Purchaser"), a
British Virgin Islands corporation pursuant to the Share Purchase Agreement,
dated as of February 18, 2004, by and among Charles Scheuerman, the Company and
the Purchaser (the "Closing"). As a result of the stock sale, the Purchaser
became our majority shareholder, holding approximately 91% of our common stock.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

3.1   Articles of Incorporation*
3.2   Amendment to Articles of Incorporation**
3.2   Bylaws*
4.0   Share Certificate*
31.1  Certification of Chief Executive Officer required by Rule
      13a-14(a)/15d-14(a)  ***
32.1  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
      1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002. ***


*    Filed by the Company as exhibits to its Registration Statement on Form SB-2
     filed with the Commission on January 27, 2000.

**   Filed by the Company as exhibits to its Report on 8-K filed on February 22,
     2002.

***  Filed herewith.


Reports on Form 8-K.

A Form 8-K was filed on or about November 19, 2003 to disclose the termination
of the plan of exchange with Guangdong Golden Sand & Green Land Ecology And
Environment Protection Development Co., Ltd. and the re-appointment of Charles
Scheuerman as President of our Company.

A Form 8-K was filed on or about March 2, 2004, reflecting a change in the
Company's Auditors effective February 27, 2004.

We hereby incorporate the following documents by reference in this Registration
Statement:

a) Our Form SB-2 Registration Statement filed on May 3, 2001. b) Our Report on
   Form 8-K filed with the Commission on February 22, 2002
   reporting a forward stock split of our common stock at a ratio of four (4)
   shares for every one (1) share held. The forward split became effective on
   February 22, 2002.

                                       12

<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.

Golden Sand Eco-Protection, Inc.
--------------------------------
(Registrant)

Date: March 24, 2004



By: /s/ Charles Scheuerman
    ----------------------
    Charles Scheuerman, President and Chairman