U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-QSB
 
 
 
 
 For the quarterly period ended June 30, 2004
 
 
 
 
 For the transition period from _______________ to _______________.
 
 
 Commission file number: 333-95549
 
 
 Galaxy Minerals, Inc.
 (Exact name of registrant as specified in its charter)
 
 
 Florida
(State or other jurisdiction of
incorporation or organization)
65-0974212
(I.R.S. Employer
Identification No.)500 Park Avenue, Suite 203
Lake Villa, IL
(Address of principal executive offices)
60046
(Zip Code) 
 Registrants telephone number, including area code (847) 265-7600
 
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 during the preceding five years
 
 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 August 12, 2004, there were 250,067,500 shares of common stock, par value $0.001, issued and outstanding.
 
 
 Transitional Small Business Disclosure Format
 (check one):
 
 Yes  No  X











GALAXY MINERALS, INC.
 
 
  TABLE OF CONTENTS
 
 PART IItem 1.
Financial Statements
3Item 2.
Management's Discussion and Analysis or Plan of Operation
11Item 3.
Controls and Procedures
15PART IIItem 1.
Legal Proceedings
17Item 2.
Changes in Securities and Use of Proceeds
17Item 3.
Defaults Upon Senior Securities
17Item 4.
Submission of Matters to a Vote of Security Holders
17Item 5.
Other Information
17Item 6.
Exhibits and Reports on Form 8-K
17
   2
  PART I
 
 
 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 possible or assumed future results of operations of the Company 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. The Companys 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
  GALAXY MINERALS, INC. AND SUBSIDIARY
 F/K/A GOLDEN SAND ECO-PROTECTION, INC.
 (AN EXPLORATION STAGE COMPANY)
 CONSOLIDATED BALANCE SHEET (UNAUDITED)
 JUNE 30, 2004
 
 ASSETSCURRENT ASSETSCash
$ 566Deferred tax asset, less valuation allowance of $90,968
-TOTAL ASSETS
$ 566LIABILITIES AND DEFICIENCY IN ASSETSCURRENT LIABILITIESAccounts payable and accrued expenses
$ 6,648Shareholder loans
95,670TOTAL CURRENT LIABILITIES
102,318MINORITY INTEREST IN CONSOLIDATED JOINT VENTURE
(38,972)DEFICIENCY IN ASSETSPreferred stock ($.001 par value, 10,000,000 shares
authorized: none issued and outstanding)
-Common stock ($.001 par value, 500,000,000 shares
authorized: 250,067,500 issued and outstanding)
250,067Additional paid-in-capital
273,000Deficit accumulated during the exploration stage
(454,842)Deficit
(131,005)TOTAL DEFICIENCY IN ASSETS
(62,780)TOTAL LIABILITIES AND DEFICIENCY IN ASSETS
$ 566






See accompanying notes to the consolidated financial statements.



4






GALAXY MINERALS, INC. AND SUBSIDIARY


F/K/A GOLDEN SAND ECO-PROTECTION, INC.


(AN EXPLORATION STAGE COMPANY)


STATEMENTS OF OPERATIONS (UNAUDITED)


FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003









Six Months


Six Months

Cumulative toEnded June 30,


Ended June 30,

date
sinceinception  2004


2003


2004


2003OPERATING EXPENSESExploration expenses

$
79,350

$
-

$
79,350

$
-

$
79,350Professional and consulting fees


300,218


3,205


302,218


3,580


408,835Interest expense


-


-


-


350


4,222General and administrative


51


30


210


105


1,407TOTAL EXPENSES


379,619


3,235


381,778


4,035


493,814LOSS BEFORE INCOME TAX (PROVISION) BENEFIT


(379,619
)

(3,235
)

(381,778
)

(4,035
)

(493,814
)INCOME TAX (PROVISION) BENEFIT


-


-


-


-


-MINORITY INTEREST IN NET LOSS OF CONSOLIDATED JOINT VENTURE


38,916


-


38,972


-


38,972NET LOSS

$
(340,703
)
$
(3,235
)
$
(342,806
)
$
(4,035
)
$
(454,842
)Net loss per common share,
basic and fully diluted


**


**


**


**


**Weighted average common
shares outstanding (000s)


248,529


243,052


245,798


243,029


243,349






** Less than $.01






See accompanying notes to the consolidated financial statements.



5






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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003





Six Months Ended June 30,
Cumulative to date
since inception2004
2003CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(342,806
)
$
(4,035
)
$
(454,842
)Adjustments to reconcile net loss to net cash used in operating activities:Common stock issued for services


280,000


3,080


336,680Accrued interest on loan payable  officer








3,067Minority interest in consolidated affiliate


(38,972
)

-


(38,972
)Increase (decrease) in operating liabilities:


-


-Accounts payable and accrued expenses


(956
)

(9,200
)

6,648NET CASH USED IN OPERATINGACTIVITIES


(102,734
)

(10,155
)

(147,419
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sales of common stock


-


-


1,350Capital contribution of officer


7,604


9,200


16,804Proceeds from shareholder loan


95,670


-


95,670Proceeds from note payable to officer


-


1,074


34,161NET CASH PROVIDED BYFINANCING ACTIVITIES


103,274


10,274


147,985NET INCREASE IN CASHAND CASH EQUIVALENTS


540


119


566CASH AND CASH EQUIVALENTS:Beginning of period


26


23


-End of period

$
566

$
142

$
566SUPPLEMENTAL DISCLOSURES:Interest paid

$
-

$
350

$
4,222Income taxes paid

$
-

$
-

$
-NON-CASH FINANCING ACTIVITIES:Common stock issued for services

$
280,000

$
3,080

$
336,680Advances contributed to capital by officer

$
7,604

$
9,200

$
16,804


6




GALAXY MINERALS, INC. AND SUBSIDIARY
 F/K/A GOLDEN SAND ECO-PROTECTION, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 
 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Business Activity  Galaxy Minerals, Inc. and Subsidiary f/k/a Golden Sand Eco-Protection, Inc. (the Company) (an exploration stage company) is a Florida corporation formed in December 1999, originally to provide memorial products and services through the Internet. On February 23, 2004, there was a change of control of the Company when Mr. Charles Scheuerman sold 7,550,000 shares, representing approximately 91% of the then issued common shares of the Company to Yellow Jacket Investments Limited, a British Virgin Islands company. Following the reverse acquisition of Yellow Jacket Finance Limited (a British Virgin Islands company) on April 20, 2004, the Company is engaged in the acquisition, development and exploitation of mineral assets.
 
 Reverse Merger  The acquisition of Yellow Jacket Finance Limited was effected through a share exchange. The Company issued 241 million shares of its common stock in exchange for the entire share capital of Yellow Jacket Finance Limited. The transaction has been reflected in the accounts of the Company as a reverse merger. The aggregate par value of the 241 million shares issued by the Company has been applied first against additional paid-in capital, with the balance to deficit. Prior year financial statements have been restated to show the activity of Yellow Jacket Finance Limited.
 
 Unaudited Consolidated Financial Statements  The unaudited consolidated financial statements as of and for the three and six months ended June 30, 2004 and 2003, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
 
 Certain of the accounting policies followed by the Company are set forth in Note 1 to the Companys consolidated financial statements in its annual report on Form 10-KSB for the year ended December 31, 2003. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes.
 
 Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the dated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
 
 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
  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.
 
 
 NOTE 2. INCOME TAXES
 
 At December 31, 2003, the Company had a net operating loss carryforward of approximately $100,000. This loss may be carried forward to offset federal income taxes in various future years through year 2023. During the year, there was a significant ownership change in the Company as defined in Section 382 of the Internal Revenue Code. As a result of these changes, the Company's ability to utilize net operating losses available before the ownership change is restricted to a percentage of the market value of the Company at the time of the ownership change. Therefore, substantial net operating loss carryforwards will, in all likelihood, be reduced or eliminated in future years due to the change in ownership.
 
 SFAS No. 109 provides for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. A valuation allowance must be established to reduce deferred income tax benefits if it is more likely than not that, a portion of the deferred income tax benefits will not be realized. It is management's opinion that the entire deferred tax benefit of $90,968 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 $90,968 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 $342,806 for the six months ended June 30, 2004, and has an accumulated deficit of $454,842. 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 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.
 
 8
  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 June 30, 2004, the Company had no commitments with respect to the development of its minerals assets.
 
 
 NOTE 5. REVERSE STOCK SPLIT
 
 Pursuant to a resolution of the Directors, on April 15, 2004, the Company effected  a 4-for-1 reverse stock split of its common stock. There were 8,270,000 shares of Common Stock outstanding prior to the reverse stock split. Immediately following the reverse stock split, there were 2,067,500 shares issued and outstanding. Prior year Financial Statements have been restated to reflect the reverse stock split.
 
 
 NOTE 6. JOINT VENTURE
 
 On February 14, 2004, Yellow Jacket Finance Limited (YJF) and Stealth Enterprises, Inc. (Stealth) entered into a Memorandum of Joint Venture Agreement JV Agreement). Under the terms of the JV Agreement, JYF and Stealth agreed to share the net proceeds from the exploitation of 52 mineral claims, totaling 1,040 acres, in Santa Cruz County, Arizona in the ratio 51:49. The minerals claims are owned by Stealth. 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 a 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. CONSULTING FEES AND DIRECTORS FEES
 
 On April 20, 2004, the Company issued 4,000,000 shares in consideration for consulting services pursuant to an S-8 Registration Statement. In addition, on the same day, 300,000 unrestricted and 700,000 restricted shares were issued to each of the three directors of the Company in consideration for directors fees. The value of the Companys stock on April 20, 2004, was $0.04. The entire implied cost of the consulting fees and directors fees of $280,000 was recognized as an expense in the statement of operations for the quarter.
 
 9
  
 NOTE 8. SUBSEQUENT EVENTS
 
 On July 15, 2004, the Company entered into a conditional Stock Purchase Agreement with Langley Park Investments Plc. Pursuant to the agreement, the Company agreed to issue 31,578,950 shares of common stock, restricted in accordance with Rule 144 of the Securities Act of 1933, in exchange for a number of ordinary shares of Langley calculated by dividing the market value of the Company's common stock by the US dollar/pound sterling exchange rate at the close of business on the night before closing. The transaction is expected to close within the next sixty days.
 
 Langley is a privately-held foreign corporation, located in London, that was formed for the purpose of entering into similar stock exchange transactions and anticipates trading on the London Stock Exchange Plc by September 30, 2004. The shares of the Company's common stock, and the shares of Langley ordinary stock, will be placed into escrow. If Langley' s ordinary stock is not traded on the London Stock Exchange by September 30, 2004, then the Company has the right to rescind the transaction and both parties receive their respective shares of stock back from escrow. If, however, Langley is successful in obtaining a listing on the London Stock Exchange by September 30, 2004, then Langley will receive the shares of  common stock from escrow, subject to a two (2) year lock-up, and the Company will receive one-half (1/2) of the Langley shares. The Langley shares that are released  within a reasonable period of time following their listing on the London Stock Exchange will be liquidated in order to raise capital for operations. Although the Company agreed upon a value of one British Pound Sterling (£1) (approximately U.S.$1.80 per share) per Langley share, there can be no assurances that it can liquidate some or all of the Langley shares at that price.
 
 Two (2) years after the date of the agreement, the market value of  the Company's common stock will be compared to the market value on the date of the agreement, which was agreed to be $0.38 per share, or $12,000,000. If the market value in two (2) years is the same or higher than it is now, then at that time the Company will receive all of the remaining Langley shares held in escrow. If the market value in two (2) years is lower than it is now, then for each percentage point decline in value, the Company must sell a corresponding percentage of the Langley shares still held in escrow back to Langley for nominal consideration, up to the maximum number of shares then held in escrow, and the balance are released to the Company. The market value of the Company common stock is measured as the average closing bid price during the ten (10) trading days immediately before the two (2) year anniversary of the agreement.
 
 In connection with the transaction, the Company agreed to pay a finders fee to a third party equal to 15% of the Langley shares, plus 15% of the shares of Company  common stock.
 
 
 10
  
   ITEM 2  Managements Discussion and Analysis or Plan of Operation
 
 The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. The following discussion should be read together with our financial statements and the notes to those financial statements included elsewhere in this annual report.
 
 Except for historical information, the materials contained in this Managements Discussion and Analysis are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and involve a number of risks and uncertainties. These include the Companys historical losses, the need to manage its growth, general economic downturns, intense competition in the emissions testing industry, seasonality of quarterly results, and other risks detailed from time to time in the Companys filings with the Securities and Exchange Commission. Although forward-looking statements in this Quarterly Report reflect the good faith judgment of management, such statements can only be based on facts and factors currently known by the Company. Consequently, forward-looking statements are inherently subject to risks and uncertainties, actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by the Company in this Quarterly Report, as an attempt to advise interested parties of the risks and factors that may affect the Companys business, financial condition, and results of operations and prospects.
 
 Overview
 
 Through our subsidiary, we control a 51% interest in 52 mining claims covering 1,040 acres in Santa Cruz County, Arizona. Included in these claims are the Yellow Jacket and Phoenix patented gold projects, located in the Oro Blanco mining district. We conducted exploratory drilling on the Yellow Jacket project in April 2004, and intersected gold bearing veins at a depth of approximately 350 feet.
 
 Development Plans
 
 We continue to evaluate the results from the drilling program and the surface sampling at our Yellow Jacket property. We are determining the optimal method for determining the size of our mineral reserve at Yellow Jacket and Phoenix. At the same time, we are evaluating other minerals opportunities with a view to diversifying our activities.
 
 Explanatory Paragraph in Report of Our Independent Certified Public Accountants
 
 Our independent accountants have included an explanatory paragraph in their most recent report, stating that our audited financial statements for the period ending December 31, 2003, were prepared assuming that we will continue as a going concern. However, they note that we were in the development stage and have suffered recurring losses from operations and recurring deficiencies in working capital that raise substantial doubt about our ability to continue as a going concern.
 
 Our independent accountants included the explanatory paragraph based primarily on an objective test of our historical financial results. Our going concern paragraph may be viewed by some shareholders and investors as an indication of financial instability, and it may impair our ability to raise capital.
 
 11
  The following analysis compares the results of operations for the three-month period ended June 30, 2004 to the comparable period ended June 30, 2003.
 
 Results of Operations
 
 Introduction and Plan of Operation
 
   
 
 
 Revenues and Loss from Operations
 
  
 Quarter Ended


Quarter Ended

PercentageJune 30, 2004


June 30, 2003

ChangeRevenues

-


-

N/AExploration expenses

79,350


-

N/AProfessional and consulting fees

300,218


3,205

9267 %Interest expenses

-


-

N/AGeneral and administrative

51


30

70 %Total expenses

379,619


3,235

11,635 %Loss before taxes

(379,619
)

(3,235
)
11,635 %
 
  
 Taxes, Joint Venture Interests, and Net Loss
 
  
 Quarter Ended


Quarter Ended

PercentageJune 30, 2004


June 30, 2003

ChangeIncome tax provision

-


-

N/AMinority interest in joint venture

38,916


-

N/ANet loss

(340,703
)

(3,235
)
10432 %
 
  
 12
  The following analysis compares the results of operations for the six-month period ended June 30, 2004 to the comparable period ended June 30, 2003.
 
 Results of Operations
 
 Introduction
 
  
 Revenues and Loss from Operations
 
  Six Months Ended


Six Months Ended

PercentageJune 30, 2004


June 30, 2003

ChangeRevenues

-


-

N/AExploration expenses

79,350


-

N/AProfessional and consulting fees

302,218


3,580

8,442 %Interest expenses

-


350

N/AGeneral and administrative

210


105

100  %Total expenses

381,778


4,035

9,462 %Loss before taxes

(381,788
)

(4,035
)
9,462 %
 Taxes, Joint Venture Interests, and Net Loss
 
  
 Six Months Ended


Six Months Ended

PercentageJune 30, 2004


June 30, 2003

ChangeIncome tax provision

-


-

N/AMinority interest in joint venture

38,972


-

N/ANet loss

(342,806
)

(4,035
)
10,231 %
 
  
 13
  Liquidity and Capital Resources
 
 Introduction
 
  
  
 As of


As ofJune 30,


March 312004


2004


ChangeCash

566


49,986


(49,430)Total assets

566


49,986


(49,986)Total liabilities

102,318


52,119


50,199
 
  
 Cash Requirements
 
  
 Sources and Uses of Cash
 
  
 Critical Accounting Policies
 
  
 14
  ITEM 3 Controls and Procedures
 
  
  
 Changes in Internal Control Over Financial Reporting
 
   15
  PART II
 
 ITEM 1  Legal Proceedings
 
  
  
 ITEM 2  Changes in Securities and Use of Proceeds
 
    ITEM 3  Defaults Upon Senior Securities
 
  
 ITEM 4  Submission of Matters to a Vote of Security Holders
 
  
 ITEM 5  Other Information
 
  
 ITEM 6  Exhibits and Reports on Form 8-K
 
 
 
 2.1 (3)

Agreement and Plan of Reorganization dated as of April 16, 2004 between the Company and Yellow Jacket Finance Limited3.1 (1)

Articles of Incorporation of HeavenExpress.com Inc.3.2 (2)

Certificate of Amendment to the Articles of Incorporation of HeavenExpress.com Inc. filed March 4, 20023.3

Articles of Amendment to the Articles of Incorporation of HeavenExpress.com, Inc. filed September 3, 20033.4

Articles of Amendment to the Articles of Incorporation of HeavenExpress.com, Inc. filed April 7, 2004
  16
   3.5 (1)

Bylaws of HeavenExpress.com Inc.4.1

Articles of Amendment to Articles of Incorporation of Golden Sand Eco-Protection, Inc. creating Series A Convertible Preferred Stock4.2 (5)

2004 Equity Compensation Plan10.1 (4)

Memorandum of Joint Venture Agreement dated as of February 2003 by and between Yellow Jacket Finance Limited, Stealth Enterprises, Inc., and Oro Blanco Mining, LLC10.2 (5)

Consulting Agreement dated April 1, 2004 with Stephen Stamp10.3 (5)

Consulting Agreement dated April 1, 2004 with Samantha Brown10.4 (5)

Consulting Agreement dated April 16, 2004 with Scott Goldstein31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  (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.
 
 (4)  Incorporated by reference from our Current Report on Form 8-K dated and filed with the Commission on April 30, 2004.
 
 (5)  Incorporated by reference from our Registration Statement on Form S-8 dated April 21, 2004 and filed with the Commission on April 26, 2004.
  17 
 
  
  
 18 SIGNATURES
 
    
  
 Dated: August 12, 2004
Galaxy Minerals, Inc./s/ Richard N. JoblingBy:  Richard N. JoblingIts:  President, Chief Executive Officer, and Chief Financial Officer   19