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


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the fiscal year ended November 30, 2002

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the transition period from ________________ to ______________

                         Commission file number: 0-32237


                            GALAXY ENERGY CORPORATION
                 (Name of small business issuer in its charter)


             COLORADO                                   98-0347827
   (State or other jurisdiction                       (I.R.S. Employer
  of incorporation or organization                   Identification No.)

              1001 BRICKELL BAY DRIVE, SUITE 2202, MIAMI, FL 33131
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (305) 373-5725

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

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 [ ]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $19,391,910 AS OF FEBRUARY 28, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 31,235,262 AS OF FEBRUARY 28, 2003

Transitional Small Business Disclosure Format (Check one):    Yes     ; No  X
                                                                  ---      ---

<PAGE>

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


         This report includes "forward-looking statements." All statements other
than  statements of historical  facts included or  incorporated  by reference in
this report,  including,  without  limitation,  statements  regarding our future
financial position,  business strategy,  budgets,  projected costs and plans and
objectives of management for future operations, are forward-looking  statements.
In addition,  forward-looking  statements generally can be identified by the use
of  forward-looking  terminology  such as  "may,"  "will,"  "expect,"  "intend,"
"project,"  "estimate,"  "anticipate,"  "believe," or "continue" or the negative
thereof or variations thereon or similar  terminology.  Although we believe that
the expectations reflected in such forward-looking statements are reasonable, we
cannot  give any  assurance  that  such  expectations  will  prove to have  been
correct.  Important factors that could cause actual results to differ materially
from our expectations ("Cautionary Statements") include, but are not limited to,
our  assumptions  about  energy  markets,  production  levels,  reserve  levels,
operating  results,  competitive  conditions,  technology,  the  availability of
capital resources,  capital expenditure  obligations,  the supply and demand for
oil and natural gas, the price of oil and natural gas,  currency exchange rates,
the weather,  inflation, the availability of goods and services, drilling risks,
future processing volumes and pipeline  throughput,  general economic conditions
(either  internationally  or nationally or in the  jurisdictions in which we are
doing  business),  legislative  or  regulatory  changes  (including  changes  in
environmental regulation, environmental risks and liability under federal, state
and foreign  environmental  laws and  regulations),  the  securities  or capital
markets and other factors disclosed under "Item 6.  Management's  Discussion and
Analysis or Plan of Operation,"  "Item 2. Description of Property" and elsewhere
in this  report.  All  subsequent  written and oral  forward-looking  statements
attributable to us, or persons acting on our behalf, are expressly  qualified in
their  entirety  by the  cautionary  statements.  We assume no duty to update or
revise our forward-looking  statements based on changes in internal estimates or
expectations or otherwise.



                                     PART I



ITEM 2.  DESCRIPTION OF PROPERTY.

OIL AND GAS ASSETS

         POWDER  RIVER  BASIN  -  WYOMING.  On  August  28,  2002,  we  acquired
undeveloped  oil and gas leases  covering 1,440 gross acres in Sheridan  County,
Wyoming,  subject to a 15% net profits  interest.  We paid  $36,000 and must pay
$396,000 by August 28, 2003. If we fail to pay by that date,  the leases will be
transferred  back to the  seller.  The leases  are being held in escrow  pending
receipt of our payment.

         Effective  September 30, 2002, we entered into a lease  acquisition and
drilling  agreement  with  Pioneer  Oil,  a Montana  limited  liability  company
("Pioneer"),  which  entitles us to earn a 100%  working  interest and a 78% net
revenue interest in leases covering 15,657 acres in the Powder River Basin, near
Lieter, Wyoming. The project area is 20 to 30 miles west of the main north-south
CBM fairway in Campbell  County,  Wyoming,  and is approximately 9 miles west of
the nearest  established CBM production.  Most of our acreage  positioned  along
roads and pipelines.  There is 20-inch gas transmission line crossing our leased
property,  and U.S.  Highway  14 runs  through  the  project  area and  provides
year-round access.


         Six  producible  coal seams have been  identified  throughout the lease
area, which range from 10 feet to 35 feet in thickness and with depths of 600 to
3,200 feet below the  surface.  The  primary  targets  are coal beds in the Fort
Union Formation.  Drilling depths range from 2,100 to 2,500 feet. The Fort Union
Formation is expected to have about 130 feet of aggregate  coal separated into 8
to 12 widely spaced beds. The coals are widespread and have a nearly  continuous
distribution.  Based on  historical  production  from other similar areas within
this basin,  which are producing gas from the same Fort Union Formation coals in
approximately 11,000 active wells,  economically  recoverable amounts of gas are
expected to be present here. The successful  implementation  of multi-seam  well
completion technology and cost effective produced water management in accordance
with  existing  established  practices  and  requirements  will greatly  enhance
results.


         Our goal is to start a continuous  drilling  program into the potential
productive  seams and to maintain  and  develop  the Lieter  field as long as it
produced  marketable  quantities  of gas.  We have  determined  that the initial
target will be the Pawnee seam. This thickness of this seam varies from 20 to 30
feet at a depth of 1,800 feet. Other


                                       2
<PAGE>

candidates  include the Anderson  Formation with a thickness of 20 to 25 feet at
a depth of 600 feet below  the  surface.  These wells have been targeted as they
are the least  expensive to produce and have manageable amounts of water and the
highest quantities of gas.


         To acquire the leases to this acreage,  we were required to pay and did
pay  $100,000 by January  31,  2003.  We must pay  $1,650,000  by May 15,  2003,
deposit the estimated  costs to drill and complete 30 pilot wells into an escrow
account by May 15,  2003,  and drill at least 25 pilot wells by October 1, 2003.
We may also acquire a 100% interest in five natural gas wells, for $500,000,  by
May 15, 2003. The wells were drilled in late 2001, have been completed,  and are
almost  dewatered.  We do not have any  estimates as to reserves  attributed  to
these wells.


         Effective  October  1,  2002,  we  entered  into  a  Coal  Bed  Methane
Participation Agreement with Horizon Exploitation,  Inc., a Colorado corporation
("Horizon"), which provides funding for the development of our Pioneer leasehold
interests and establishes an area of mutual  interests in the Powder River Basin
located  in  Wyoming  and  Montana  for  future  projects  on the same  terms as
described below.

         Under the terms of the agreement,  Horizon may participate,  subject to
funding, in the development of up to 120 wells and also includes the purchase of
the five existing wells from Pioneer. Horizon's commitment to participate in the
development is subject to an initial funding by Horizon of $100,000,  a $500,000
payment for the  purchase  of the five  existing  wells,  and the  placement  of
$1,650,000, plus the estimated amount to drill and complete 30 pilot wells, into
escrow as a partial  payment  for a 30-well  pilot  project on or before May 15,
2003. The estimated AFE cost per well is $150,000

         We earn an  initial  15%  carried  interest  in all wells  drilled  and
purchased.  We also have an option to purchase  additional working interest from
Horizon at Horizon's  initial well cost. After the completion of a 30-well pilot
program, we can purchase an additional 25% working interest in each of the wells
at Horizon's  initial well and land cost. An additional  25% can be purchased on
the same terms from Horizon  within two years after the  completion of the pilot
program.


         Horizon  Exploitation,  Inc. is a Colorado  corporation and the general
partner  of  two  U.S.  limited  liability  limited   partnerships,   which  are
subsidiaries of a German-based  fund, the Horizon  Exploitation  Fund GmbH & Co.
KG, managed by Horizon Exploitation Fund Verwaltung GmbH, a German corporation.,
in  Basel,  Switzerland.  The  German-based  fund  would  be the  actual  entity
providing the monies needed for drilling. The Colorado corporation only provides
administrative  support for any investments made by the  German-based  fund. The
German-based fund is still in the process of raising its capital.


         TRAWICK  FIELD - EAST TEXAS.  As of November 30, 2002,  we have paid-up
leases covering  approximately 2,452 acres in the Trawick Field, located in Rusk
and  Nacogdoches  Counties,  Texas.  Leases  covering  637.5  acres  are  for  a
three-year term expiring in 2005, while the remaining leases are for a five-year
term expiring in 2007.  With the exception of one lease with an 18.75%  interest
covering 67 acres,  all of the leases  provide for a 16.67%  overriding  royalty
interest to the landowner.

         All of the leases are held by either Harbor  Petroleum,  LLC or Florida
Energy,  Inc. on behalf of Dolphin Energy Corporation and Dolphin is responsible
for payment of all of the acquisition costs and maintenance costs of the leases.
Both Harbor  Petroleum,  LLC and Florida Energy,  Inc. are related parties.  See
Item 12. Certain Relationships and Related Transactions. Dolphin Energy owns all
of the working interests  acquired under the leases,  except for a 2% overriding
royalty  interest,  shared  equally  by Harbor  Petroleum  and  Florida  Energy.
However,  with  respect  to 400  contiguous  acres to be  designated  by Florida
Energy,  Florida Energy shall have a 3.125% overriding  royalty interest instead
of a 1% overriding royalty interest.  In addition,  Dolphin Energy has agreed to
pay Florida Energy a bonus of $50,000 for identifying this lease play.

         Dolphin  Energy  has  agreed  that  the   geological  and   geophysical
information  acquired by our  operations on this acreage shall belong to Dolphin
as well as Harbor  Petroleum  and Florida  Energy.  Dolphin has also agreed that
Harbor  Petroleum  shall be the  operator for and shall have full control of all
operations  conducted  with respect to this  acreage;  provided,  however,  that
Dolphin or its nominee shall have the right to be named operator if and when the
leases are assigned to Dolphin or its nominee.

                                       3

<PAGE>

         JIU  VALLEY  -  ROMANIA.   Pannonian  International  has  a  concession
agreement  covering  21,538 gross acres for a term of 30 years in the Jiu Valley
Coal Basin, Romania. This acreage contains up to 18 coal seams with a cumulative
thickness  up to 52 meters at depths of 985 to 3,280 feet.  The main target seam
averages 22 meters in thickness in the concession  area. The concession from the
Romanian  government was issued October 22, 2002. During the first five years of
the concession,  the concession  holder is required to expend a specified amount
for  exploratory  work. If that  specified  amount is not spent,  the concession
holder must pay that amount to the Romanian  government.  If no payment is made,
the  concession  is  cancelled.   Pannonian's  minimum  exploration  expenditure
commitments are as follows:

         o    $2,000 by October 21, 2003
         o    $2,000 by October 21, 2004
         o    $252,000 by October 21, 2005
         o    $182, 000 by October 21, 2006
         o    $182,000 by October 21, 2007

Pannonian  has  already  spent  in  excess  of  $6,000,  thereby  satisfying its
requirements for the first two years.

         If funds are available,  Pannonian would like to drill a well in August
or September 2003, as Pannonian  management  believes that it has a drillsite in
close  proximity  to where an  earlier  well has  blown out  methane.  Pannonian
estimates that it would cost approximately  $475,000 to test and complete a well
as a producing  well. If Pannonian  could drill a successful  producing well, it
could then  attract  the  necessary  capital to drill other  offset  development
wells.

         The property is subject to a royalty interest of  approximately  7-1/2%
to the Romanian government and 2-1/2% to the coal mining company.


UNDEVELOPED ACREAGE


         The following table sets forth the undeveloped  leasehold  acreage,  by
area, held by us as of November 30, 2002.  Undeveloped  acres are acres on which
wells have not been  drilled  or  completed  to a point  that  would  permit the
production of commercial quantities of oil and gas, regardless of whether or not
such acreage contains proved reserves. Gross acres are the total number of acres
in which we have a working  interest.  Net  acres are the sum of our  fractional
interests owned in the gross acres. In certain leases,  our ownership is not the
same for all depths;  therefore,  the net acres in these  leases are  calculated
using the lowest ownership interest at any depth.

    ---------------------------------------------------------------------
                                  GROSS                        NET
    ---------------------------------------------------------------------
    Wyoming (1)                   1,440 (2)                   1,440
    ---------------------------------------------------------------------
    East Texas                    2,452                       2,452
    ---------------------------------------------------------------------
    Romania                      21,538 (3)                  21,538
    ---------------------------------------------------------------------
       Total acres               25,430                      25,430
    ---------------------------------------------------------------------
    ----------------
    (1)     Does not include the 15,657 acres acquired in January 2003. See
            Item 2. Description of Property.
    (2)     If we do not make a payment of $396,000 by August 28, 2003, we will
            lose our rights to this property.
    (3)     Approximately 13,715 acres have 5 meters or more of coal under it.

DRILLING ACTIVITY

         We had no drilling activity during the year ended November 30, 2002.

PRESENT ACTIVITIES

         We  are  not  presently  conducting  any  drilling  operations.  We are
continuing  to  evaluate  and may acquire  leases in the Powder  River Basin and
Trawick Field. If Horizon is able to secure sufficient  funding, we will conduct

                                       4

<PAGE>

drilling  operations in the Powder River Basin.  If Horizon does not participate
in our coal bed methane project, we will have to obtain the capital necessary to
engage in a drilling  program.  We cannot  assure you that we will be able to do
so.

OFFICE SPACE

         Our principal executive offices are located at 1001 Brickell Bay Drive,
Suite 2202, Miami, Florida 33131, where we lease approximately 1,300 square feet
of space on a lease expiring June 30, 2005.



                                     PART II




ITEM 8A. CONTROLS AND PROCEDURES



         As required by SEC rules,  we have evaluated the  effectiveness  of the
design and operation of our disclosure controls and procedures at the end of the
period  covered  by this  report.  This  evaluation  was  carried  out under the
supervision  and  with  the  participation  of  our  management,  including  our
principal  executive  officer and  principal  financial  officer.  Based on this
evaluation,  these  officers have concluded that the design and operation of our
disclosure  controls and procedures are effective.  There were no changes in our
internal  control  over  financial  reporting  or in  other  factors  that  have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



         Disclosure   controls  and   procedures  are  our  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms.  Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  by us in the reports  that we file under the  Exchange  Act is
accumulated and communicated to our management,  including  principal  executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.


                                    PART III



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

--------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                         EXHIBIT
--------------------------------------------------------------------------------
       2.1          Agreement and Plan of Reorganization dated as of November 1,
                    2002, by and among Galaxy Investments, Inc., Dolphin
                    Acquisition Corporation, and Dolphin Energy Corporation (1)
--------------------------------------------------------------------------------
       3.1          Articles of Incorporation (2)
--------------------------------------------------------------------------------
       3.2          Bylaws (2)
--------------------------------------------------------------------------------
       10.1         Escrow Instructions and Agreement dated as of August 28,
                    2002 (3)
--------------------------------------------------------------------------------
       10.2         Lease Acquisition and Drilling Agreement dated as of
                    September 30, 2002, as amended (3)
--------------------------------------------------------------------------------
       10.3         Coal Bed Methane Participation Agreement dated as of October
                    1, 2002, as amended (3)
--------------------------------------------------------------------------------
       10.4         Letter agreement among Dolphin Energy Corporation, Harbor
                    Petroleum, LLC and Florida Energy, Inc. dated March 6, 2003
                    (3)
--------------------------------------------------------------------------------
        21          Subsidiaries of the registrant (3)
--------------------------------------------------------------------------------

       31.1         Rule 13a-14(a) Certification of Principal Executive Officer

--------------------------------------------------------------------------------

                                       5

<PAGE>
--------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                         EXHIBIT
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

       32.1         Certification of Principal Executive Officer Pursuant to 18
                    U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
-----------------
(1)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K dated November 13, 2002, file number 0-32237.
(2)  Incorporated by reference to the exhibits to the registrant's registration
     statement on Form 10-SB, file number 0-32237.

(3)  Filed previously.


         Reports on Form 8-K: A report on Form 8-K dated  November  13, 2002 was
filed  on  December  6,  2002,  reporting,  under  Items  1,  2, 4,  and 5,  the
acquisition  of Dolphin  Energy  Corporation.  Financial  statements  of Dolphin
Energy  Corporation  and pro forma  financial  statements  were  filed  with the
report.



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            GALAXY ENERGY CORPORATION




Date:  December 29, 2003                    By: /s/ MARC E. BRUNER
                                               ---------------------------------
                                                  Marc E. Bruner, President







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