U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-QSB

[X]     Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
        Act of 1934

             For Quarter Ended:   September 30, 2001

                                OR

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

                   Commission File No.000-31355

                     GALAXY SPECIALTIES, INC.
      (Exact name of registrant as specified in its charter)

        Nevada                                        81-0438093
(State of incorporation)                  (I.R.S. Employer Identification No.)


                  369 East 900 South, Suite 149
                    Salt Lake City, Utah 84111
                          (801) 323-2395
  (Address and telephone number of principal executive offices
                 and principal place of business)



     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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  [   ]

     As of November 2, 2001, the Registrant had a total of 17,000,000 shares
of common stock issued and outstanding.

<PAGE>

                  PART I: FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of
operations for the three month period ended September 30, 2001 and 2000 are
unaudited.  This financial information, in the opinion of management, includes
all adjustments consisting of normal recurring entries necessary for the fair
presentation of such data.  The results of operations for the three months
ended September 30, 2001, are not necessarily indicative of results to be
expected for any subsequent period.


















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<PAGE>


                     Galaxy Specialties, Inc.
                  (A Development Stage Company)
                       Financial Statements
                        September 30, 2001













                                3
<PAGE>



                     Galaxy Specialties, Inc.
                   (A Development Stage Company)
                          Balance Sheets




                              ASSETS


                                                  September 30,    June 30,
                                                       2001          2001
                                                  ------------- -------------
                                                    (Unaudited)

CURRENT ASSETS                                    $          -  $          -
                                                  ------------- -------------
  TOTAL ASSETS                                    $          -  $          -
                                                  ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable - Related party                  $     28,000  $     28,000
                                                  ------------- -------------

  Total Liabilities                                     28,000        28,000
                                                  ------------- -------------


STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 20,000,000
  shares authorized; 17,000,000 shares
  issued and outstanding                                17,000        17,000

Deficit Accumulated During the Development Stage       (45,000)      (45,000)
                                                  ------------- -------------

  Total Stockholders' Equity (deficit)                 (28,000)      (28,000)
                                                  ------------- -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $          -  $          -
                                                  ============= =============



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<PAGE>


                     Galaxy Specialties, Inc.
                  (A Development Stage Company)
                     Statement of Operations
                           (Unaudited)




                                  For the       For the      From
                               three months   three months   Inception on
                             ended Sept.30,  ended Sept.30,  March 7, 1986 to
                                    2001          2000       Sept. 30, 2001
                             --------------- --------------- ---------------
REVENUE                      $            -  $            -  $            -
                             --------------- --------------- ---------------

EXPENSES
 Depreciation & Amortization              -               -          17,000
 General & Administrative                 -               -          28,000
                             --------------- --------------- ---------------

    TOTAL EXPENSES                        -               -          45,000
                             --------------- --------------- ---------------

NET INCOME (LOSS)            $            -  $            -  $      (45,000)
                             =============== =============== ===============

NET LOSS PER SHARE           $            -  $            -  $            -
                             =============== =============== ===============

WEIGHTED AVERAGE SHARES
  OUTSTANDING                    17,000,000      17,000,000      17,000,000
                             =============== =============== ===============




                                5

<PAGE>


                     Galaxy Specialties, Inc.
                  (A Development Stage Company)
                     Statement of Cash Flows
                           (Unaudited)

                                                                    From
                                                                 Inception on
                                                                 March 7, 1986
                                     For the three months ended     Through
                                            September 30,        September 30,
                                          2001         2000           2001
                                     ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                           $          -  $          -  $    (45,000)
  Less  Non-cash Items:
  Depreciation & Amortization                   -             -        17,000
  Increase in Accounts Payable                  -             -        28,000
                                     ------------- ------------- -------------

  Net Cash Provided (Used) by
    Operating Activities                        -             -             -
                                     ------------- ------------- -------------

Cash Flows from Investing Activities            -             -             -
                                     ------------- ------------- -------------

  Net Cash Provided (Used) by
   Investing Activities                         -             -             -
                                     ------------- ------------- -------------


Cash Flows from Financing Activities

  Net Cash Provided (Used) by
    Financing Activities                        -             -             -
                                     ------------- ------------- -------------

Increase (Decrease) in Cash                     -             -             -

Cash and Cash Equivalents at
 Beginning of Period                            -             -             -
                                     ------------- ------------- -------------

Cash and Cash Equivalents at
 End of Period                       $          -  $          -  $          -
                                     ============= ============= =============

Supplemental Cash Flow Information:

  Stock issued for marketing rights  $          -  $          -  $     17,000

  Cash Paid For:
    Interest                         $          -  $          -  $          -
    Income Taxes                     $          -  $          -  $          -



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<PAGE>



                     Galaxy Specialties, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        September 30, 2001


GENERAL

Galaxy Specialties, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended September 30,
2001 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
General Form for Registration of Securities Report filed on the Form 10-SB for
the twelve months ended June 30, 2001.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit.  However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented.  The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.

















                                2

<PAGE>


     In this report references to "Galaxy Specialties," "we," "us," and "our"
refer to Galaxy Specialties, Inc.

                    FORWARD LOOKING STATEMENTS

     This Form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within our
control.  These factors include but are not limited to economic conditions
generally and in the industries which we may participate; competition within
our chosen market and failure by Galaxy Specialties to successfully develop
business relationships.

ITEM 2:   PLAN OF OPERATIONS

     We are a development stage company with no assets and recurring losses
from inception and we are dependent upon financing to continue operations.
For the year ended June 30, 2001, and the three months ended September 30,
2001, we had no cash on hand and total current liabilities of $28,000.  The
$28,000 note payable is related to accounting and legal fees incurred during
the 2000 fiscal year which were paid on our behalf by a related party.

     We have no material commitments for the next twelve months.  We believe
that our current cash needs for at least the next twelve months can be met by
loans from our directors, officers and shareholders, based on understandings
we have with these persons.  However, these understandings are not formal
agreements and therefore these persons are not obligated to provide funds.  We
may repay any loans, costs of services and advancements with cash, if
available, or we may convert them into common stock.

     Our management intends to actively pursue business opportunities during
the next twelve months.  All risks inherent in new and inexperienced
enterprises are inherent in our business.  We have not made a formal study of
the economic potential of any business and as of the date of this filing, we
have not identified any assets or business opportunities for acquisition.  If
we obtain a business opportunity, it may be necessary to raise additional
capital, which may be accomplished by selling our common stock.

     Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company.  The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public."  However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Galaxy Specialties.

     Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired.  Also, we intend to concentrate our
acquisition efforts on properties or businesses that we believe to be
undervalued or that we believe may realize a substantial benefit from being
publicly owned.  Investors should expect that any acquisition candidate may
have little or no operating history, or a history of losses or low
profitability.

     It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.

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<PAGE>

     Should a merger or acquisition prove unsuccessful, it is possible that
we may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.

                    PART II: OTHER INFORMATION

ITEM 5: OTHER INFORMATION

     We have completed a change in auditors and had prepared a Current Report
on Form 8-K to announce the change.  Our quarterly financials became available
before the 8-K was filed and we have elected to include the 8-K information in
this periodic report.

       FORM 8-K, ITEM 4:  CHANGES IN CERTIFYING ACCOUNTANT

      On October 29, 2001, our board of directors approved and adopted the
change of our independent accountants.  On October 30, 2001, we requested and
received the resignation of Smith & Company, Certified Public Accountants, as
our independent auditors.  Then we engaged Chisholm & Associates, Certified
Public Accountants, as our independent auditors.

      Smith & Company had served as our independent accountants since July
2000 and had audited our financials statements for the years ended June 30,
2001, 2000 and 1999.  Smith & Company's reports for each of the two fiscal
years were modified in regards to the uncertainty of our ability to continue
as a going concern.  Except for this modification, the reports did not contain
an adverse opinion, disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.  There were no
disagreements with Smith & Company on any matter regarding accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure during the past two fiscal years or any subsequent interim period
preceding the date of dismissal.

      During the most recent fiscal year and through October 30, 2001, we have
not consulted with Chisholm & Associates regarding either: (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our financial
statements, and neither a written report was provided to us nor oral advice
was provided that Chisholm & Associates concluded was an important factor
considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement or a reportable event.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Part II Exhibits.

3.1   Articles of Incorporation, dated May 22, 2000 (Incorporated by reference
      to exhibit 3.1 of Form 10-SB, filed August 21, 2000.)

3.2   Articles of Merger filed June 5, 2000 (Incorporated by reference to
      exhibit 3.2 of Form 10-SB, filed August 21, 2000.)

3.3  Bylaws of  Galaxy  (Incorporated by reference to exhibit 3.3 of Form
      10-SB, filed August 21, 2000.)

16    Letter of Agreement from Smith & Company


(b)   Reports on Form 8-K.

      None



                                9
<PAGE>

                            SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned who is duly authorized.



                                    Galaxy Specialties, Inc.

Date 11/05/01
                                         /s/ M Jeanne Ball
                                    By: ______________________________________
                                        M. Jeanne Ball, President and Director






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