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, 2004


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

                        Commission file number: 333-95549

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

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


             500 Park Avenue, Suite 203, Lake Villa, Illinois 60046
       ------------------------------------------------------------------
                     (Address of principal executive office)

                                 (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. [ X]Yes [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS


As of May 21, 2004, we had 250,067,500 shares of our common stock outstanding.


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


<PAGE>








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


                                                                       Page No.

PART I  FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements
        Consolidated Balance Sheet (Unaudited) - March 31, 2004               3
        Consolidated Statements of Operations (Unaudited) - Three Months
          Ended  March 31, 2004 and 2003                                      4
        Consolidated Statements of Cash Flows (Unaudited) - Three Months
          Ended March 31, 2004 and 2003                                       5
        Notes to Consolidated Financial Statements (Unaudited)                6

Item 2. Management's Discussion and Analysis or Plan
          of Operations                                                       9

Item 3. Controls and Procedures                                              10


PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                    11

Item 2. Changes in Securities                                                11

Item 3. Defaults Upon Senior Securities                                      11

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

Item 5. Other Information                                                    11

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









                                       1
<PAGE>


                                                                      Page No.

PART I  FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements
        Consolidated Balance Sheet (Unaudited) - March 31, 2004               3
        Consolidated Statements of Operations (Unaudited) - Three Months
          Ended  March 31, 2004 and 2003                                      4
        Consolidated Statements of Cash Flows (Unaudited) - Three Months
          Ended March 31, 2004 and 2003                                       5
        Notes to Consolidated Financial Statements (Unaudited)                6











                                       2
<PAGE>






                      GALAXY MINERALS, INC. AND SUBSIDIARY
                     F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2004
================================================================================



                                     ASSETS

CURRENT ASSETS

  Cash                                                               $  49,986
  Deferred tax asset, less valuation allowance of $22,827                 --
                                                                     ---------
       TOTAL ASSETS                                                  $  49,986
                                                                     =========



                      LIABILITIES AND DEFICIENCY IN ASSETS

LIABILITIES

  Bank overdraft                                                     $      19
  Accounts payable and accrued expenses                                  2,000
  Shareholder loans - current                                           50,100
                                                                     ---------
       TOTAL LIABILITIES                                                52,119
                                                                     ---------
COMMITMENTS AND CONTINGENCIES (NOTE 4)

MINORITY INTEREST IN CONSOLIDATED JOINT VENTURE                             56
                                                                     ---------
DEFICIENCY IN ASSETS

  Preferred stock ($.001 par value, 10,000,000 shares
   authorized: none issued and outstanding)                               --
  Common stock ($.001 par value, 500,000,000 shares
    authorized: 243,067,500 issued and outstanding)                    243,067
  Deficit accumulated during the development stage                    (245,256)
                                                                     ---------
       TOTAL DEFICIENCY IN ASSETS                                       (2,189)
                                                                     ---------
       TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                    $  49,986
                                                                     =========





        See accompanying notes to the consolidated financial statements.



                                       3
<PAGE>
<TABLE>
<CAPTION>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                     F/K/A GOLDEN SAND ECO-PROTECTION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                      STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
===================================================================================================

<S>                                          <C>              <C>                         <C>

                                            Three Months Ended March 31,              Cumulative
                                                                                    since inception
                                            2004                2003
                                        -------------       -------------            ---------------

OPERATING EXPENSES:

Professional and consulting fees       $       2,000       $         375            $     108,617
Interest expense                                 -                   350                    4,222
General and administrative                       159                  75                    1,356
                                        -------------       -------------            -------------
TOTAL EXPENSES                                 2,159                 800                  114,195
                                        -------------       -------------            -------------
LOSS BEFORE TAXES                             (2,159)               (800)                (114,195)

INCOME TAX (PROVISION) BENEFIT                   -                   -                        -

MINORITY INTEREST IN NET LOSS OF
CONSOLIDATED JOINT VENTURE                        56                 -                         56
                                        -------------       -------------            -------------
NET LOSS                               $      (2,103)      $        (800)           $    (114,139)
                                        =============       =============            =============

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

Weighted average common
shares outstanding                       243,068,000         243,029,000              243,026,000
                                        =============       =============            =============


** Less than $.01


<FN>


        See accompanying notes to the consolidated financial statements.

</FN>
</TABLE>




                                       4
<PAGE>





<TABLE>
<CAPTION>


                      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, 2004 AND 2003
================================================================================================================


<S>                                                                     <C>                <C>            <C>

                                                                  Three Months Ended March 31,         Cumulative
                                                                                                  since inception
                                                                           2004             2003
                                                               ----------------- ---------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:

      Net loss                                                         $(2,103)           $(800)       $(114,139)
      Adjustments to reconcile net loss to net cash used in
      operating activities:
          Common stock issued for services                                    -                -           56,680
          Accrued interest on loan payable - officer                          -                -            3,067
          Minority interest in consolidated affiliate                      (56)                              (56)
          Increase (decrease) in operating liabilities:
               Accounts payable and accrued expenses                    (5,604)                -            2,000
                                                               ----------------- ---------------- ----------------
               NET CASH USED IN OPERATING
               ACTIVITIES                                               (7,763)            (800)         (52,448)
                                                               ----------------- ---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:

      Increase in bank overdraft                                             19                -               19
      Proceeds from sales of common stock                                     -                -            1,350
      Capital contribution of officer                                     7,604                -           16,804
      Proceeds from shareholder loan                                     50,100                -           50,100
      Proceeds from note payable to officer                                   -              949           34,161
                                                               ----------------- ---------------- ----------------
               NET CASH PROVIDED BY
               FINANCING ACTIVITIES                                      57,723              949          102,434
                                                               ----------------- ---------------- ----------------
               NET INCREASE IN CASH
               AND CASH EQUIVALENTS                                      49,960              149           46,986
CASH AND CASH EQUIVALENTS:
               Beginning of period                                           26               23                -
                                                               ----------------- ---------------- ----------------
               End of period                                            $49,986             $172          $49,986
                                                               ================= ================ ================

SUPPLEMENTAL DISCLOSURES:

      Interest paid                                                     $     -           $    -          $     -
      Income taxes paid                                                 $     -           $    -          $     -
                                                               ================= ================ ================
NON-CASH FINANCING ACTIVITIES:

      Common stock issued for services                                  $     -           $    -          $56,680
      Advances contributed to capital by officer                        $     -           $    -          $37,228
                                                               ================= ================ ================

<FN>

               See accompanying notes to the consolidated financial statements.

</FN>
</TABLE>

                                       5
<PAGE>

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

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity - Galaxy Minerals, Inc. and subsidiary f/k/a Golden Sand
Eco-Protection, Inc. ("the Company") (an exploration stage company) is a Florida
corporation formed in December 1999, originally to provide memorial products and
services through the Internet. On February 23, 2004, there was a change of
control of the Company when Mr Charles Scheuerman sold 7,550,000 shares
representing approximately 91% of the then issued share capital 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 minerals assets.

Reverse Merger - The acquisition of Yellow Jacket Finance Limited was effected
through a share exchange. The Company issued 241 million shares of Common Stock
in exchange for the entire share capital (100 shares) 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 retained earnings. Prior year Financial Statements have been restated
to show the activity of Yellow Jacket Finance Limited.

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

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

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

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

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

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



                                       6
<PAGE>

NOTE 2. INCOME TAXES

At December 31, 2003, the Company had a net operating loss carryforward of
approximately $100,000. This loss may be carried forward to offset federal
income taxes in various future years through year 2023. 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 $22,827 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 $22,827 has been established,
resulting in no deferred tax benefits 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 $2,103 for the three months ended March 31, 2004, and has an
accumulated deficit of $245,256. 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 and/or shareholders 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.


NOTE 4. COMMITMENTS AND CONTINGENCIES

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

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

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

As of March 31, the Company had no commitments with respect to the development
of its minerals assets. Exploratory drilling on its Yellow Jacket property
commenced on April 11, 2004.

                                       7
<PAGE>


NOTE 5.  REVERSE STOCK SPLIT

Pursuant to a resolution of the Directors, the Company effected on April 15,
2004, 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. Prior year Financial Statements have been restated to reflect the
effect of the reverse stock split.


NOTE 6.  JOINT VENTURE

On February 14, 2004, Yellow Jacket Finance Limited ("YJF") and Stealth
Enterprises, Inc. ("Stealth") entered into a Memorandum of Joint Venture
Agreement "JV Agreement"). Under the terms of the JV Agreement, JYF and Stealth
agreed to share the net proceeds from the exploitation of 52 minerals claims
totalling 1,040 acres in Santa Cruz County, Arizona in the ratio 51:49. The
minerals claims are owned by Stealth. YJF agreed to procure loans of up to $1.1
million for the exploitation of the Yellow Jacket and Phoenix mines, two of the
claims listed in the JV Agreement. The financing is conditional upon the results
of feasibility study demonstrating a total mineral resource in the Yellow Jacket
and Phoenix mines of more than 75,000 ounces of gold. 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 joint venture with Stealth, the
joint venture is consolidated in the financial statements of the Company. The
49% minority interest in the loss and net assets of the joint venture owned by
Stealth is reflected in the Company's statement of operations and balance sheet.


NOTE 7.  SUBSEQUENT EVENTS

On April 2, the Directors passed a resolution to change the Company's name from
Golden Sand Eco-Protection, Inc. to Galaxy Minerals, Inc. At the same time, the
authorized capital of the Company was changed to 500 million shares of common
stock.

On April 15, 2004, the Company effected a 4-for-1 reverse stock split as
described in Note 5.

On April 16, 2004, Richard N. Jobling, President and Chief Executive Officer,
appointed Mr P. Bruce Oettel and Vincent Plenge as Directors of the Company.

On April 21, 2004, the Company filed an S-8 Registration Statement pursuant to
which the Company registered 29 million shares of common stock. Of these, 25
million were registered pursuant to the Company's 2004 Equity Stock Plan and 4
million pursuant to 3 consulting agreements. A total of 900,000 registered
shares and 2.1 million restricted shares were subsequently issued to the
Directors (300,000 and 700,000 respectively to each Director). All 4 million
registered shares were issued to consultants of the Company.

On April 26, 2004, the Company acquired Yellow Jacket Finance Limited in a
reverse merger. The Company issued 241 million shares of restricted common stock
to the shareholder of Yellow Jacket Finance Limited in exchange for the entire
share capital (100 shares) of Yellow Jacket Finance Limited.




                                       8
<PAGE>

ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and footnotes. The following discussion and
analysis contains forward-looking statements, which involve risks and
uncertainties. Our actual results may differ significantly from the results,
expectations and plans discussed in these forward-looking statements.

OVERVIEW

As of April 26, 2004, Galaxy Minerals, Inc., f/k/a Golden Sand Eco-Protection,
Inc. (the "Company") acquired Yellow Jacket Finance Limited, a British Virgin
Islands corporation ("YJF") in exchange for 241,000,000 newly issued
"restricted" shares of common voting stock of the Company to the YJF
shareholder. Prior to the closing of the share exchange transaction, the Company
effected on April 15, 2004, 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 prior to the closing, there were 2,067,500 shares
issued and outstanding. Following the closing date, there were 243,067,500
shares of the Company's common stock outstanding.

The assets of Yellow Jacket Finance Limited include a 51% interest in 52 mining
claims covering an aggregate 1,040 acres in Santa Cruz County, Arizona. Included
in these claims are the Yellow Jacket and Phoenix patented gold projects,
located in the Oro Blanco mining district. The 'La Paz' and 'Green' gold veins
that run through the properties are generally contained within soft quartz and
porphyry and are generally within 250 feet of the surface. Through extensive
sampling, other minerals have also been identified including a potential silver
resource.


DEVELOPMENT EXPENSES

The only expenses we incurred during the quarter were general and administrative
expenses.


DEVELOPMENT PLANS

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

Our immediate focus is on the substantiation of the mineral resource in the
Yellow Jacket and Phoenix properties. We have engaged Prosonic Corporation to
undertake 1,500 feet of Phase I exploratory diamond-core drilling on the Yellow
Jacket property. The core samples will be analyzed by International Plasma
Laboratories. The Phase I drilling program began in early April 2004. Depending
upon the results of the Phase I drilling we expect to start Phase II of the
drilling program. The results of the entire drilling program should enable us to
estimate the total mineral resource at the Yellow Jacket and Phoenix properties.


LIQUIDITY AND CAPITAL RESOURCES

We have primarily financed our activities from loans from our shareholders. We
have received a loan of $50,000 from a shareholder to undertake Phase I of the
Yellow Jacket and Phoenix mines drilling program. As of March 31, 2004, this
loan had not been used although it was all used in the second quarter.

Our business of acquiring, developing and exploiting minerals assets is
contingent upon our ability to secure adequate financing. Management believes
that this financing will be necessary in order for us to continue as a going
concern. 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.


                                       9
<PAGE>

ITEM 3.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company carried out an evaluation under the
supervision and with the participation of the Company's management, including
the President, Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures as of March
31, 2004. In designing and evaluating the Company's disclosure controls and
procedures, the Company and its management recognize that there are inherent
limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. These limitations are enhanced by the
fact that the Company's accounting department consists of one individual.
Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their desired control objectives.
Additionally, in evaluating and implementing possible controls and procedures,
the Company's management was required to apply its reasonable judgement.
Furthermore, in the course of this evaluation, management considered certain
internal control areas, including those discussed below, in which we have made
and are continuing to make changes to improve and enhance controls. Based upon
the required evaluation, the President, Chief Executive Officer and the Chief
Financial Officer concluded that as of March 31, 2004, the Company's disclosure
controls and procedures were effective (at the "reasonable assurance" level
mentioned above) to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

From time to time, the Company and its management have conducted and will
continue to conduct further reviews and, from time to time put in place
additional documentation, of the Company's disclosure controls and procedures,
as well as its internal control over financial reporting. The Company may from
time to time make changes aimed at enhancing their effectiveness, as well as
changes aimed at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable to address recommendations of the Company's management, its counsel
and/or its independent auditors, including any recommendations of its
independent auditors arising out of their audits and reviews of the Company's
financial statements. These changes may include changes to the Company's own
systems, as well as to the systems of businesses that the Company has acquired
or that the Company may acquire in the future and will, if made, be intended to
enhance the effectiveness of the Company's controls and procedures. The Company
is also continually striving to improve its management and operational
efficiency and the Company expects that its efforts in that regard will from
time to time directly or indirectly affect the Company's disclosure controls and
procedures, as well as the Company's internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

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



                                       10
<PAGE>


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


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. Additional information is available in our Form 8-K and other
filings with the Securities and Exchange Commission.

The Company believes it 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. 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 the Company 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.


                                       11
<PAGE>



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 March 5, 2004 to disclose a change in control
of the Company. Mr Charles Scheuerman sold 7,550,000 shares representing
approximately 91.3% of the issued share capital to Yellow Jacket Investments
Limited. Mr Richard N. Jobling was appointed President, Chief Executive Officer
and sole Director of the Company.

A Form 8-K was filed on or about April 22, 2004 to disclose the acquisition by
the Company of Yellow Jacket Finance Limited in exchange for the issue by the
Company of 241 million new shares. Two additional Directors, Mr Vincent Plenge
and Mr P. Bruce Oettel were also appointed to the Board.

We hereby incorporate the following documents by reference in this 10-QSB:

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.
c)       Our Report on Form 8-K filed with the Commission on April 22, 2004
         reporting a reverse stock split of our common stock at a ratio of one
         (1) share for every four (4) shares held. The reverse split became
         effective on April 15, 2004.

          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)

Date: May 24, 2004



By: /s/ Richard N. Jobling
    ----------------------
    Richard Jobling,
    President, Chief Executive Officer and Chief Financial Officer



                                       12
<PAGE>