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 MARCH 31, 2005


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

       For the transition period from _______________ to _______________.


                        COMMISSION FILE NUMBER: 333-95549


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


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

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

                                 (847) 265-7600
                           (Issuer's telephone number)


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable date. As of June 3, 2005, there
were  479,003,616  shares  of  common  stock,  par  value  $0.001,   issued  and
outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                                 Yes ___ No _X_

<PAGE>

                              GALAXY MINERALS, INC.


                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION

ITEM 1     Financial Statements................................................3
ITEM 2     Managements Discussion and Analysis or Plan of Operation...........12
ITEM 3     Controls and Procedures............................................14


                       PART II - OTHER INFORMATION

ITEM 1     Legal Proceedings..................................................14
ITEM 2     Unregistered Sales of Equity Securities and Use of Proceeds........14
ITEM 3     Defaults Upon Senior Securities....................................14
ITEM 4     Submission of Matters to a Vote of Security Holders................14
ITEM 5     Other Information..................................................14
ITEM 6     Exhibits...........................................................14



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

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

ITEM 1   FINANCIAL STATEMENTS




                                       3
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                     F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2005

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

                                     ASSETS

Current assets
   Cash and cash equivalents                                       $    279,525
   Miscellaneous receivable                                              54,022
   Marketable securities - trading                                      525,676
   Deferred tax asset, less valuation allowance of $3,105,137                --
                                                                   ------------
                 Total current assets                                   859,222

   Investment in Langley Park Investment PLC                          1,837,005
                                                                   ------------

                                                                   $  2,696,227
                                                                   ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued expenses                           $     26,300
                                                                   ------------
                 Total current liabilities                               26,300
                                                                   ------------

Minority interest in consolidated joint venture                         (38,981)
                                                                   ------------

Commitments and contingencies (Notes 4, 8, and 9)

Stockholders' equity
   Preferred Stock - $.001 par value; 10,000,000 shares
                 authorized, none issued and outstanding
   Common stock - $.001par value; 500,000,000 shares
                 authorized, 416,149,166 issued and outstanding         416,149
   Stock subscription receivable                                        (25,020)
   Additional paid-in-capital                                        16,483,859
   Deficit accumulated during the exploration stage                 (13,986,467)
   Deficit                                                             (179,613)
                                                                   ------------
                 Total stockholders' equity                           2,708,908
                                                                   ------------

                                                                   $  2,696,227
                                                                   ============


                   See accompanying notes to the consolidated
                             financial statements.


                                       4
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                                 Cumulative to date
                                                                  For the three months ended       since inception
                                                                            March 31,            (December 19,1999)
                                                                    2005                2004      to March 31, 2005

<S>                                                            <C>              <C>                <C>
EXPLORATION STAGE EXPENSES
   Minerals property acquisition costs                                                     --          7,120,000
   Exploration costs                                                 174,150               --            217,701
   Laboratory fees                                                     1,121               --              5,385
   Interest expense                                                       --               --              4,222
   Professional and consulting fees                                  837,125            2,000          3,671,873
   Rent                                                                6,000               --              6,000
   General and administrative                                         23,441              159             57,562
   Impairment of investment                                               --               --          2,312,774
                                                               -------------    -------------      -------------
TOTAL EXPLORATION STAGE EXPENSES                                   1,041,837            2,159         13,395,517
                                                               -------------    -------------      -------------

EXPLORATION STAGE LOSS                                            (1,041,837)          (2,159)       (13,395,517)
                                                               -------------    -------------      -------------

OTHER GAINS (LOSSES)
   Loss on sale of marketable securities - realized                  (57,578)              --           (144,985)
   Gain (Loss) on sale of marketable securities - unrealized          58,149               --           (484,946)
                                                               -------------    -------------      -------------
TOTAL OTHER EXPENSES                                                     571               --           (629,931)
                                                               -------------    -------------      -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                            (1,041,266)          (2,159)       (14,025,449)

PROVISION FOR INCOME TAXES                                                --               --                 --

MINORITY INTEREST IN NET LOSS OF
   CONSOLIDATED JOINT VENTURE                                             --               56             38,981
                                                               -------------    -------------      -------------

NET LOSS                                                       $  (1,041,266)   $      (2,103)     $ (13,986,467)
                                                               =============    =============      =============
Net loss per common share,
   basic and fully diluted                                     $       (0.00)   $       (0.00)
                                                               =============    =============

Weighted average common shares outstanding -
  basic and fully diluted                                        393,250,248      340,295,200
                                                               =============    =============
</TABLE>

                   See accompanying notes to the consolidated
                             financial statements.


                                       5
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                     F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

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

<TABLE>
<CAPTION>
                                                                                          Cumulative
                                                       For the three months ended      since inception
                                                                March 31,            (December 19, 1999)
                                                          2005            2004        to March 31, 2005
<S>                                                   <C>             <C>               <C>
Cash flows from exploration stage activities
  Net loss                                            $ (1,041,266)   $     (2,103)     $(13,986,467)
                                                      ------------    ------------      ------------
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Loss on sale of marketable securities                     (571)             --           629,931
    Impairment of investments                                   --       2,312,774
    Common stock issued for services                       819,700              --         3,556,380
    Common stock issued for minerals property
         acquisition costs                                      --              --         7,000,000
    Accrued interest on loan payable officer                    --              --             3,067
    Increase (decrease) in:
      Accounts payable and accrued expenses                 12,300          (5,585)           26,300
                                                      ------------    ------------      ------------
      Total adjustments                                    831,429          (5,585)       13,528,452
                                                      ------------    ------------      ------------
      Net cash used in exploration stage activities       (209,837)         (7,688)         (458,015)
                                                      ------------    ------------      ------------

Cash flows from investing activities
      Proceeds from sale of marketable securities               --              --           640,593
                                                      ------------    ------------      ------------
      Net cash provided by investing activities                 --              --           640,593
                                                      ------------    ------------      ------------

Cash flows from financing activities
   Proceeds from sales of common stock                      83,613              --            84,963
   Capital contribution from officer                            --           7,604            16,804
   Proceeds from shareholder loan                               --          50,100           235,372
   Proceeds from note payable officer                           --              --            34,161
   Payment of shareholder loans                                 --              --          (235,372)
   Minority interest in consolidated joint venture              --             (56)          (38,981)
                                                      ------------    ------------      ------------
      Net cash provided by financing activities             83,613          57,648            96,947
                                                      ------------    ------------      ------------

Net increase in cash                                      (126,224)         49,960           279,525
Cash, beginning of period                                  405,749              26                --
                                                      ------------    ------------      ------------
Cash, end of period                                   $    279,525    $     49,986      $    279,525
                                                      ============    ============      ============

Supplemental disclosure of cash flow information
Cash paid during the year for
  Interest                                            $         --    $         --      $         --
                                                      ============    ============      ============
  Income taxes                                        $         --    $         --      $         --
                                                      ============    ============      ============

Non-cash financing Activities
   Common stock issued for services                   $    819,700    $         --      $  3,556,380
                                                      ============    ============      ============
   Common stock issued for investment                 $         --    $         --      $  6,000,000
                                                      ============    ============      ============
   Common stock issued for minerals
       property acquisition costs                     $         --    $         --      $  7,000,000
                                                      ============    ============      ============
   Common stock issued for commissions                $         --    $         --      $  1,800,000
                                                      ============    ============      ============
   Advances contributed to capital by officer         $         --    $         --      $     44,832
                                                      ============    ============      ============
   Gain from sale of marketable securities not
      received                                        $     54,022    $         --      $     54,022
                                                      ============    ============      ============
</TABLE>

                   See accompanying notes to the consolidated
                             financial statements.


                                       6
<PAGE>

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


NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business  Activity - Galaxy  Minerals,  Inc. and  Subsidiary  (f/k/a Golden Sand
Eco-Protection,  Inc.)  ("the  Company")  (an  exploration  stage  company) is a
Florida  corporation  formed in December  1999,  originally to provide  memorial
products and services  through the Internet.  On February 23, 2004,  there was a
change of control of the Company when  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.

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

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  months  ended March 31, 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 months ended March 31, 2005, are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2005.

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.


                                       7
<PAGE>

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

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

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

NOTE 2. INCOME TAXES

At March  31,  2005,  the  Company  had a net  operating  loss  carryforward  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  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 $3,105,137  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 $3,105,137 has been established,  resulting
in no deferred tax benefit as of the balance sheet date.

NOTE 3. GOING CONCERN AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements,  the Company incurred net
losses of approximately  $1,000,000 for the period ended March 31, 2005, and has
an accumulated deficit of $14,166,080. The ability of the Company to continue as
a going  concern is dependent  upon its ability to obtain  financing and achieve
profitable  operations.  Although the Company  completed a financing via a stock
swap with Langley Park  Investments  Plc of the UK on  September  30, 2004,  the
Company  cannot be sure of meeting its cash  requirements  until such time as it
begins  operations.  The  consolidated  financial  statements do not include any
adjustments  that might be necessary should the Company be unable to continue as
a going concern.


                                       8
<PAGE>

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

NOTE 4. COMMITMENTS AND CONTINGENCIES

The Company has executive  offices in the  residence of one of its  shareholders
and its joint  venture  in the Yellow  Jacket and  Phoenix  mines.  The  Company
occupies approximately 200 square feet, for a monthly rental fee of $2,000.

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.

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, who 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 we pay $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.

Bonanza Project

On March 14, 2005,  the Company  entered  into a joint  venture  agreement  with
Searchlight  Exploration,  LLC, an Arizona limited liability company, which owns
the mining and mineral rights to mines known as the Bonanza Project. The Bonanza
Project consists of approximately  5,000 acres of land located in Mohave County,
Arizona.  Pursuant to the joint ventures 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 time.  Under the agreement the Company
pays $5,000 up front,  $10,000 per calendar  quarter,  and 250,000 shares of our
common stock,  restricted in accordance with Rule 144, for the rights granted to
the Company under this  agreement.  If the Company fails to make these  payments
Searchlight  has the right to terminate  this  agreement  and  disallow  further
exploration at this mine. Under the terms of the agreement the Company also owes
Serpent  Mining  Limited  50,000,000  shares of its common stock,  restricted in
accordance with Rule 144, as a finder's fee for locating the Bonanza Project. As
of March 31, 2005,  the Company had no issued the 250,000  shares to Searchlight
or the 50,000,000 shares to Serpent.

                                       9
<PAGE>

As of March 31,  2005,  the  Company  had no  commitments  with  respect  to the
development of its mineral assets.

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

Because  the  Company  has a 51%  interest  in  the  extracted  minerals  and no
ownership of the mine,  Stealth  Enterprises  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.

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.


                                       10
<PAGE>

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.

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 with measured declines that are not considered temporary are included
in 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 March 31, 2005:

Securities                          Cost          Unrealized         Estimated
                                                    Losses           Fair Value
--------------------------------------------------------------------------------
Langley Park Investments Plc    $ 1,010,621       $  484,946         $ 525,675
                                ===========       ==========         =========


NOTE 9. SUBSEQUENT EVENT

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. GCA Fund has the right
to exchange the notes for common stock and stock warrants.  On May 9, 2005, with
the initial  $2,200,000  Note, the Company issued GCA Fund a warrant to purchase
9,705,882  shares  of our  common  stock,  based on a  closing  bid price of the
Company's common stock of $0.034 per share. Under the terms of the agreement the
exercise  price for  warrants  issued  under the  financing  deal is 105% of the
closing bid price on the trading day prior to the  issuance of the  warrant,  or
$0.0357 per share for this initial warrant.


                                       11
<PAGE>

ITEM 2   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The  following  discussion  contains  forward-looking  statements  that
involve risks and uncertainties. Our actual results could differ materially from
those  anticipated  in these  forward-looking  statements  as a  result  of many
factors.  The  following  discussion  should be read together with our financial
statements and the notes to those  financial  statements  included  elsewhere in
this Quarterly  Report, as well as our Annual Report on Form 10-KSB for the year
ended December 31, 2004.

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

SUMMARY OVERVIEW

         We are an exploration  stage company  involved in the mining of natural
minerals in several  mines,  which we own some or all of the minerals  rights to
mine.  Through  our  subsidiary,  we have the  minerals  rights  to mine at four
different mines. To date, we have conducted  exploratory  drilling 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 drilling  program 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


                                       12
<PAGE>

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.

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,  located 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 MARCH 31, 2005 TO THE COMPARABLE PERIOD ENDED MARCH 31, 2004

RESULTS OF OPERATIONS

Introduction and Plan of Operation

         Results for the three months ended March 31, 2005,  are much  different
than our results for the three months  ended March 31,  2004,  due to our change
from a development stage company to an exploration stage company, as a result of
our acquisition of the Yellow Jacket Finance Limited  acquisition in April 2004,
and our joint venture agreements with various third parties to explore and begin
mining the four mines where we are currently on-site.  Our financial  statements
for the  quarter  ended March 31,  2005,  reflect  this  change in our  business
operations.  While we had no revenues for the quarter  ended March 31, 2005,  we
incurred  significant  exploration  stage costs due to the costs associated with
our acquisition of certain mining 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 exploration of mining claims.

Revenues and Loss from Operations

         Our revenues, exploration expenses, operating expenses, and loss before
taxes for the quarter  ended March 31,  2005,  as compared to the quarter  ended
March 31, 2004, are as follows:


                                       13
<PAGE>

                                           Quarter Ended    Quarter Ended
                                          March 31, 2005   March 31, 2004
                                          --------------   --------------

      Revenues                                      --              --
      Minerals property acquisition costs           --              --
      Exploration expenses                     174,150              --
      Laboratory expenses                        1,121              --
      Professional and consulting fees         837,125           2,000
      Interest expenses                             --              --
      Rent                                       6,000
      General and administrative                23,441             159
      Impairment of investment                      --              --
                                            ----------      ----------
         Total expenses                      1,041,837           2,159
                                            ----------      ----------
      Loss before taxes and other Gains
        (Losses)                            (1,041,837)         (2,159)
                                            ==========      ==========

Taxes, Joint Venture Interests, and Net Loss

         Our taxes,  income from joint  venture  interest,  and net loss for the
quarter  ended March 31, 2005,  as compared to the quarter ended March 31, 2004,
are as follows:

                                          Quarter Ended    Quarter Ended
                                          March 31, 2005   March 31, 2004
                                          --------------   --------------

      Income tax provision                 $        --      $        --
      Minority interest in joint venture            --               56
      Net loss                              (1,041,266)          (2,103)


         Our  net  loss  for  the  three  months  ended  March  31,  2005,   was
($1,041,266) compared to ($2,103) for the three months ended March 31, 2004. The
significant increase in our net loss was due to the fact that we acquired Yellow
Jacket Finance Limited and began  exploratory  mining  operations in April 2004.
These exploration  stage expenses  accounted for $1,041,837 of our net loss. The
other gains (losses) of realized and  unrealized  gain on the sale of marketable
securities totaled $571.

LIQUIDITY AND CAPITAL RESOURCES

Introduction

         We have not generated any revenue to date. We have  primarily  financed
our  activities  from  loans from our  shareholders.  We  received  loans from a
shareholder  to  undertake  the Yellow  Jacket and  Phoenix  drilling  programs.
Substantially  all of these loans were drawn and expensed in the second  quarter
of 2004.

         Our cash, total assets,  and total liabilities as of March 31, 2005, as
compared to March 31, 2004, are as follows:


                                       14
<PAGE>

                                            As of          As of
                                          March 31,      March 31
                                            2005           2004
                                         ----------     ----------

             Cash and cash equivalents   $  279,525     $   49,986
             Total assets                 2,696,227         49,986
             Total liabilities               26,300         52,119


         Our  total  assets  have  increased  as 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.  The Langley  Park  Investments  PLC common stock we own is an
asset valued at $2,362,680.

Cash Requirements

         On May 9, 2005,  we closed a  financing  deal for up to  $6,000,000  in
financing.  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 six to twelve months.

Sources and Uses of Cash

Operations

         Net cash used by exploration stage activities operations was ($263,859)
for the quarter  ended  March 31,  2005,  as  compared to ($7,688)  for the same
period in 2004. Negative operating cash flows during the quarter ended March 31,
2005, were created primarily by corporate fixed and overhead expenses.

Investing

         Net cash provided by investing  activities  was $54,022 and $0, for the
three months ended March 31, 2005 and 2004,  respectively.  Investing activities
for the quarter ended March 31, 2005,  consisted entirely of sales of marketable
securities.

Financing

         Net cash provided by financing  activities was $83,613 and $57,648, for
the quarter  ended March 31, 2005 and 2004,  respectively.  In the three  months
ended March 31,  2005,  financing  activities  included  proceeds  from sales of
common stock of $83,613.  Net cash provided by financing  activities  during the
quarter ended March 31, 2004,  included a capital  contribution  from an officer
totaling $7,604, and loans to the company from a shareholder totaling $50,100.

DEBT INSTRUMENTS, GUARANTEES, AND RELATED COVENANTS

         As of March 31,  2005 and 2004,  we did not have any  outstanding  debt
instruments, guarantees, or related covenants.


                                       15
<PAGE>

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.


                                       16
<PAGE>

                           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

         On  January  27,  2005,  we issued a total of  1,000,000  shares of our
common stock,  restricted in accordance with Rule 144, to David L. Mayer, one of
our  Directors.  The stock was issued to Mr. Mayer in exchange for his agreement
to serve on our Board of  Directors.  The issuance was exempt from  registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder is a
sophisticated investor and familiar with our operations.

         On  January  27,  2005,  we issued a total of  1,500,000  shares of our
common stock, restricted in accordance with Rule 144, to Matthew J. Symonds, our
Chief Executive  Officer,  Chief Financial  Officer,  Secretary,  and one of our
Directors.  The stock was issued to Mr. Symonds in exchange for his agreement to
serve as our sole officer and on our Board of Directors. The issuance was exempt
from  registration  pursuant to Section 4(2) of the  Securities Act of 1933, and
the shareholder is a sophisticated investor and familiar with our operations.

         On January 27, 2005, we issued a total of 250,000  shares of our common
stock,  restricted in accordance  with Rule 144, to an unrelated  consultant for
his services relating to the due diligence conducted to close the stock purchase
agreement with Langley Park  Investments Plc. last year. The issuance was exempt
from  registration  pursuant to Section 4(2) of the  Securities Act of 1933, and
the shareholder is a sophisticated investor and familiar with our operations.

         Between  March  14,  2005 and  March  28,  2005,  we  issued a total of
1,198,678 shares of our common stock, restricted in accordance with Rule 144, to
32 foreign investors in offshore  transactions  pursuant to the terms of a stock
purchase  agreement.  The  issuance  was exempt  from  registration  pursuant to
Regulation  S  of  the  Securities  Act  of  1933,  and  the   shareholders  are
sophisticated, foreign investors who are familiar with our operations.

         On March 28, 2005, we issued a total of 1,000,000  shares of our common
stock,  restricted  in  accordance  with Rule 144,  to  Thomas  Fry,  one of our
Directors.  The stock was issued to Mr. Fry in  exchange  for his  agreement  to
serve on our Board of  Directors.  The  issuance  was exempt  from  registration
pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder is a
sophisticated investor and familiar with our operations.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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


                                       17
<PAGE>

ITEM 5   OTHER INFORMATION

Bonanza Gold Project

         On March 14,  2005,  we entered  into a joint  venture  agreement  with
Searchlight  Exploration,  LLC, an Arizona limited liability company, which owns
the mining and mineral rights to mines known as the Bonanza Project. The Bonanza
Project consists of approximately  5,000 acres of land located in Mohave County,
Arizona.  Pursuant  to the joint  venture  agreement,  we have 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  we pay $5,000 up
front,  $10,000 per calendar  quarter,  and 250,000  shares of our common stock,
restricted in accordance  with Rule 144, for the rights granted to us under this
agreement.  If we fail to make  these  payments  Searchlight  has the  right  to
terminate  this agreement and disallow  further  exploration by us at this mine.
Under the terms of the agreement we also owe Serpent Mining  Limited  50,000,000
shares of our  common  stock,  restricted  in  accordance  with  Rule 144,  as a
finder's fee for locating the Bonanza Project.  As of March 31, 2005, we had not
issued the 250,000 shares to Searchlight or the 50,000,000 shares to Serpent.

         Since the agreement with Searchlight is recent, currently, we only have
plans to take bids from drilling  and/or  engineering  companies to drill sample
locations on the project.  Based on these results we will develop and plan going
forward.

Annual Meeting

         On April 29, 2005,  we filed a Preliminary  Schedule  14-C  Information
Statement  with the  Securities  and Exchange  Commission  regarding  our annual
shareholders'  meeting,  which  we  originally  planned  to hold  May 31,  2005.
However,  based on  comments  we  received  from  the  Securities  and  Exchange
Commission  we  filed a First  Amended  Preliminary  Schedule  14-C  Information
Statement on June 14, 2005 and plan on holding our annual shareholders'  meeting
on Monday, July 18, 2005.

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:

      o     foreign  currency  exchange  fluctuations and instability of foreign
            currencies;

      o     varying foreign  governmental  regulations and regulatory  authority
            requirements;

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

      o     limited protection for intellectual property;

      o     difficulties in staffing and managing international operations; and

      o     difficulties in collecting accounts receivable.

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



                                       18
<PAGE>

ITEM 6   EXHIBITS

(a)      Exhibits

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

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

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

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

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

         3.5 (1)        Bylaws of HeavenExpress.com Inc.

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

         4.2 (4)        2004 Equity Compensation Plan

         10.1(6)        Joint Venture  Agreement with  Searchlight  Exploration,
                        LLC dated March 14, 2005 (for the Bonanza Project)

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

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

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

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

         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.


                                       19
<PAGE>

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

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

            (6)   Incorporated  by  reference  from our  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.


                                       20
<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.


                                            GALAXY MINERALS, INC.
                                            ------------------------------------
                                            (Registrant)


Dated:  June 21, 2005                       /s/  Matthew J. Symonds
                                            ------------------------------------
                                            Matthew J. Symonds, President, Chief
                                            Financial Officer, and Secretary



                                       21