<PAGE>

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

                                   FORM 10-KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 2003
                        COMMISSION FILE NUMBER: 333-95549

                        GOLDEN SAND ECO-PROTECTION, INC.
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

         Securities registered under Section 12(g) of the Exchange Act:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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. We had no revenues
during our fiscal year ended December 31, 2003.

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. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) NOT APPLICABLE

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
                                 Not Applicable

Check whether the issuer has 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 REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of March 16, 2004, we had
8,270,000 shares of our common stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). Form SB-2
Registration Statement as incorporated in Part I of this Form 10KSB.

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





<PAGE>

                                     PART I

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION

         The discussion contained in this 10-KSB under the Securities Exchange
Act of 1934, as amended, contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussion under "Description of Business," and "Management's
Discussion and Analysis or Plan of Operation" as well as those discussed
elsewhere in this Form 10-KSB. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-KSB that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.

ITEM 1. DESCRIPTION OF BUSINESS.

We were incorporated in the State of Florida on December 8, 1999.

Our Board of Directors unanimously approved a forward stock split of our common
stock at a ratio of four (4) shares for every one (1) share held which became
effective on February 22, 2002. Prior to the split, we had 2,029,000 shares of
common stock outstanding. After the split, we had 8,116,000 shares of common
stock issued and outstanding.

We increased our authorized capital shares in proportion to the forward stock
split. After the split, our authorized capital stock consists of 200,000,000
shares of common stock. Our authorized capital stock prior to the split was
50,000,000.

We have not been involved in any bankruptcy, receivership or similar proceeding.

We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business, except as indicated herein.

We changed our name to Golden Sand Eco-Protection, Inc. on September 2, 2003.

PRINCIPAL PRODUCTS, SERVICES AND THEIR MARKETS.

We are a development stage company with no revenues to date. We own and operate
a website located at www.heavenexpress.com which became operational on May 21,
2000.

In September 2001, our management decided that our website should be redesigned
and reformatted to accomplish the following goals:

o Create a user-friendly environment;
o Create an aesthetically pleasing website; and
o Create an organizational format to the website that offers users a more
  organized product and service description.

To accomplish the above goals, management plans to locate computer consultants
to design and upgrade our website. We have not yet located consultants to
perform these services. Until we locate and retain such consultants, we will
continue to conduct our operations with our originally formatted website. We
expect that our new website will be operational by March, 2004; however, there
are no assurances that we will be successful in meeting this goal.

Our new updated website will include the following general categories and
related sub-categories: Retail Products (General Category) with the following
sub-categories:

o Burial vaults;
o Garments;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials; and
o Books.

                                       2





<PAGE>

Interactive Programs (General Category) with the following sub-categories:

o Pre-recorded messages to play at funerals;
o Live funeral receptions for those unable to attend the funeral in person;
o Live wake services for those unable to attend the service in person; and
o Live receptions for those unable to attend the reception in person.

Funeral Services (General Category) with the following sub-categories:

o Traditional funeral arrangements;
o Theme funeral arrangements (such as parades); and
o Denominational funeral arrangements.

Educational Content (General Category) with the following sub-categories:

o Quality of various memorial and funeral products and services, such as the
  different types of wood, metal, bronze and copper caskets;
o Laws and consumer rights pertaining to the funeral and memorial industry;
o Customs and etiquette regarding funeral attendance and appropriate charitable
  contributions in memory of the deceased, sympathy card content, expressing
  personal thoughts, and considerations pertaining to various religions; and
o Legal ramifications, advantages, and disadvantages of pre-paid funeral
  arrangements.

Information and Services (General Category) with the following sub-categories:

o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and
o On-line memorials, obituaries, holiday memorials, military memorials, and
  public figure memorials.

Within each sub-category above, the user will be able to link to various sites
that retail that type merchandise. For instance, if a user wishes to click on
"Caskets" under the general category "Retail Products," they will then view a
page that contains a listing of all caskets that we offer through various casket
manufacturers and retailers. In addition, within each sub-category listed above,
the user will be able to obtain particular information pertaining to each
sub-category.

Our new website will also contain:

o A "print function" that will print substantive information from linked
retailer websites while omitting images and pictures;
o An "E-mail function" enabling users to automatically E-mail linked retailer
  websites to other E-mail addresses;
o An "advertiser" management system to simplify the addition, removal, and use
  of links from different sources; and
o A new professional logo, color scheme, and navigation layout to the website
  to improve awareness of our website

ADDITIONAL SOURCES OF REVENUE.

Our President plans to seek the following potential sources of revenues from
various establishments upon completion of our new website by contacting and
establishing relationships and/or agreements with funeral homes, online
obituaries, and vendors of memorial products or related businesses:

o Referral fees by referring business to these entities from business leads
  obtained from contact with our website;
o Advertising fees from advertising these businesses on our website;
o Establishing relationships with vendors of memorial products that will sell
  their products through our website; and
o Establishing links with other third party vendors of memorial-based products,
  in which the third party vendors will provide us with a commission from third
  party e-commerce transactions.

TESTIMONIALS.

We also plan to include testimonials obtained from our customers on our website
to demonstrate the quality of our service.

                                       3





<PAGE>

ADVERTISING.

We plan to obtain small advertisements in trade magazines. Initially, we plan to
advertise in local written publications in the South Florida area.

Our existing cash and future commission-based revenues may be insufficient to
fund our operations. Accordingly, if our revenues are insufficient to meet our
needs, our president/director or director plans to loan us funds to conduct our
operations; however, we have no agreement with our president/director or
director to do so and they are under no obligation to loan us funds. Moreover,
there are no assurances that our president/director or director will have
sufficient funds to make these loans. Accordingly, there are no assurances that
we will receive loans from our president/director or director. We have no
compensation agreements with our president/director or director in connection
with any loans that either may provide to us. If our president/director or
director is unable or unwilling to make loans to us necessary to implement our
continuing plan of operations, we will need additional financing through
traditional bank financing or a debt or equity offering; however, because we are
a development stage company with little operating history and a poor financial
condition, we may be unsuccessful in obtaining such financing or the amount of
the financing may be minimal and therefore inadequate to implement our
continuing plan of operations. Accordingly, there can be no assurance that we
will be able to obtain financing on satisfactory terms or at all, or raise funds
through a debt or equity offering. In addition, if we only have nominal funds by
which to conduct our operations, we may have to curtail advertising or be unable
to conduct any advertising, both of which will negatively impact development of
the HeavenExpress.com name and reputation and our potential revenues.

DISTRIBUTION.

We plan to distribute products and services solely through our website. Product
delivery and final service arrangements will be handled through third party
retailers.

STATUS OF ANY NEW PUBLICLY ANNOUNCED PRODUCT OR SERVICE.

We currently have no publicly announced products or services.

COMPETITION.

Our operations will generally encounter competition in markets in which we plan
to operate. Some of the factors affecting competitiveness in this industry are:

o Location;
o Reputation;
o Heritage;
o Competitive pricing;
o Professional service; and
o Attractiveness of facilities.

Many companies have increasingly used the sale of pre-need funeral products and
services and cemetery property as a marketing tool. Additionally, a significant
majority of death care operators consists of small, family-owned businesses that
control one or more funeral homes or cemeteries in a single community. Heritage
and tradition afford an established funeral home or cemetery or a local
franchise the opportunity for repeat business. In addition, an established
firm's backlog of pre-need, pre-funded funerals or pre-sold cemetery and
mausoleum spaces also makes it difficult for new entrants to gain entry into the
marketplace. As such, we will be at a competitive disadvantage.

We face intense competition from a number of competitive forces, as follows:

o Sale of pre-need funeral products and services and cemetery property by
  established companies;
o Small, family-owned businesses that control one or more funeral homes or
  cemeteries in a single community; and
o Established funeral home businesses.

These businesses have the following competitive advantages over our business:

o Established distribution networks;
o Agreements with third parties;
o Operating histories;
o Broad customer base; and
o Advertising plan and network.

                                       4





<PAGE>

We will be at a competitive disadvantage because:

o The public may not accept our business model of selling memorial products via
  the Internet;
o The public may not accept the impersonal nature of our memorial-based
  business;
o The public may not accept that they will be unable to conduct an on-site
  examination of our products; and
o We have no operational history and lack brand name recognition.

The electronic commerce market is relatively new, rapidly evolving and intensely
competitive. We will compete with a variety of other companies.

We will compete with retail locations for sources of supply and customer bases.
We must compete with other companies that have substantially more resources and
revenues. In addition, large chain funeral homes are an increasing industry
force and often have financing abilities. We do not plan to provide financing to
the public. There can be no assurance that we will be able to effectively
compete with companies that offer such additional services. Our inability to
compete effectively will have a materially adverse affect on our business
operations and financial condition.

Competitors have established or may establish cooperative relationships among
themselves or directly with retailers to obtain exclusive or semi-exclusive
sources of products. Accordingly, it is possible that new competitors or
alliances among competitors and retailers may emerge and rapidly acquire market
share. In addition, manufacturers might elect to liquidate their products
directly.

Our ability to compete effectively will depend upon the following factors:

o Our ability to form strategic alliances with retailers and owners of other
  websites;
o Our ability to generate traffic on our website by increasing awareness of our
  site;
o Our need to attract and retain customers at a reasonable cost;
o Whether we are able to institute a reliable and efficient system that
  processes customer transactions in which we may have to rely upon third
  parties; and
o Our ability to compete against traditionally used physical retail locations
  that sell memorial products and services.

SOURCES AND AVAILABILITY OF RAW MATERIALS.

Our business does not rely upon raw materials. Our third party vendors will
obtain any such materials.

DEPENDENCE ON CUSTOMERS.

Although we do not expect to become dependent on a single or small number of
customers, there are no assurances that we will not become so dependent.

INTELLECTUAL PROPERTY.

We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.

GOVERNMENT REGULATION AND APPROVALS.

We currently are unaware of any required government approvals of our principal
products or services. However, due to the increasing popularity and use of the
Internet, a number of laws and regulations may be adopted regarding the Internet
covering issues such as user privacy, pricing, and characteristics and quality
of products and services. Furthermore, the growth and development of the market
for Internet commerce may prompt calls for more stringent consumer protection
laws that may impose additional burdens on those companies conducting business
over the Internet. The adoption of any additional laws or regulations may
decrease the growth of the Internet, which, in turn, could decrease the demand
for our Internet products and services and increase our cost of doing business
or otherwise have an adverse affect on our business, operations and financial
condition. Moreover, the applicability to the Internet of existing laws in
various jurisdictions governing issues, such as sales tax, libel and personal
privacy is uncertain and may take years to resolve. In addition, as our products
and services are available over the Internet in multiple states, and as we plan
to sell to numerous consumers residing in such states, such jurisdictions may
claim that we are required to qualify to do business as a foreign corporation in
each such state and foreign country. We are qualified to do business only in
Florida, and our failure to qualify as a foreign corporation in a jurisdiction
where we are required to do so could subject us to taxes and penalties for the
failure to qualify. Any such existing or new legislation or regulation,
including state sales tax, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
materially adverse affect on our business, results of operations and financial
condition.

                                       5





<PAGE>

RESEARCH AND DEVELOPMENT.

We have not spent any funds on research and development of our website.

COST OF COMPLIANCE WITH ENVIRONMENTAL LAWS.

Our business does not involve the emission of pollutants or other substances
that may be harmful to the environment. Accordingly, we do not estimate
incurring any costs for compliance with environmental laws.

EMPLOYEES.

We currently have no full-time employees. Charles Scheuerman, our President, is
our only employee. From our inception, Mr. Scheuerman spent approximately
between 5 and 10 hours per week on his duty as executive officer. Mr. Scheuerman
will continue to spend approximately between 5 and 10 hours per week. We have no
collective bargaining agreements or employment agreements in existence. Charles
Scheuerman participates in the running of Golden Sand Eco-Protection, Inc. on a
part-time basis, as needed, without cash compensation. Over the next twelve
months, we do not plan to add any additional employees.

ITEM 2. DESCRIPTION OF PROPERTY.

In the fiscal year ended December 31, 2003, we operated out of 200 square feet
of space located at 2531 S.E. 14th Street, Pompano Beach, Florida 33062, which
is the personal residence of Mr.Charles Scheuerman, our President. Following the
change of control of the Company which occurred as of February 23, 2004, our new
address is 500 Park Avenue, Suite 203, Lake Villa, Illinois 60046.

We do not own any property or intend to have any property in the future. We do
not intend to renovate, improve or develop properties. We are not subject to any
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.

ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders, through the solicitation of
proxies or otherwise.

                                       6





<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no established public trading market for our securities. Management has
not discussed market making with any market maker or broker dealer. No market
exists for our securities and there is no assurance that a regular trading
market will develop, or if developed will be sustained. A shareholder in all
likelihood, therefore, will not be able to resell his or her securities should
he or she desire to do so when eligible for public resales. Furthermore, it is
unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements or understandings with any person with regard to the
development of a trading market in any of our securities. None of our common
stock is subject to outstanding options or warrants to purchase our shares. We
have no preferred stock outstanding. There is no common equity of our Company
being offered pursuant to an employee benefit plan.

There are 8,270,000 shares of our common stock outstanding, all of which are
restricted securities. Of these outstanding shares, there are 7,800,000 shares
held by affiliates. The remaining 470,000 shares of common stock are held by
non-affiliates. The restricted securities as defined under Rule 144 of the
Securities Act of 1933 may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that an affiliate, including directors,
officers and control shareholders, who has satisfied a one-year holding period
for the restricted securities may sell, within any three-month period subject to
certain manner of resale provisions, an amount of restricted securities which
does not exceed the greater of 1% of a company's outstanding common stock or the
average weekly trading volume in such securities during the four calendar weeks
prior to such sale. Sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about us. A sale of shares by such security holders, whether under
Rule 144 or otherwise, may have a depressing effect upon the price of our common
stock in any market that might develop.

PENNY STOCK CONSIDERATIONS.

Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.

As of the date of the year-end December 31, 2003, we had 35 holders of record of
our common stock. We currently have one class of common stock outstanding and no
preferred shares outstanding.

DIVIDENDS.

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.

                                       7





<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS.

This report on Form 10KSB contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words or phrases "would be," "will allow," "intends
to," "will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially from those
projected in the forward looking statements as a result of a number of risks and
uncertainties, including: (a) lack of demand for our products; (b) competitive
products and pricing; (c) limited amount of resources devoted to advertising;
(d) lack of demand for our products and services being purchased via the
Internet and (e) those risks factors contained in our Form SB-2 registration
statements. Statements made herein are as of the date of the filing of this Form
10KSB with the Securities and Exchange Commission and should not be relied upon
as of any subsequent date. Unless otherwise required by applicable law, the
Company does not undertake, and specifically disclaims any obligation, to update
any forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement.

OUR OPERATIONS FROM OUR INCEPTION TO DECEMBER 31, 2003

We were incorporated on December 9, 1999. Since our inception through December
31, 2003, we have no revenues and we have an accumulated deficit of $109,536.

Since our inception to December 31, 2003, we have accomplished the following:

o Developed our business plan.
o Raised Capital - We raised $1,350 for our operations through the sale of
  private placement securities;
o Appointment of Board Members - We appointed Charles Scheurerman as a second
  member of our Board of Directors;
o Obtained our website address - We obtained the address of
  www.HeavenEpxress.com.
o Development of a website. We developed our website content;
o Graphics. We designed the graphics for our website; and
o Website Designers. We hired Sensory Design Group, Inc. who created our
  website.

Our website became operational on May 21, 2000.

In September 2001, our management decided that our website should be redesigned
and reformatted to accomplish the following goals:

o Create a user-friendly environment;
o Create an aesthetically pleasing website; and
o Create an organizational format to the website that offers users a more
  organized product and service description.

To accomplish the above goals, management plans to locate computer consultants
to design and upgrade our website. We have not yet located consultants to
perform these services. Until we locate and retain such consultants, we will
continue to conduct our operations with our originally formatted website. We
expect that our new website will be operational by March 2004; however, there
are no assurances that we will be successful in meeting this goal.

Our new updated website will include the following general categories and
related sub-categories: Retail Products (General Category) with the following
sub-categories:

o Burial vaults;
o Garments;
o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials; and
o Books.

                                       8





<PAGE>

Interactive Programs (General Category) with the following sub-categories:

o Pre-recorded messages to play at funerals;
o Live funeral receptions for those unable to attend the funeral in person;
o Live wake services for those unable to attend the service in person; and
o Live receptions for those unable to attend the reception in person.

Funeral Services (General Category) with the following sub-categories:

o Traditional funeral arrangements;
o Theme funeral arrangements (such as parades); and
o Denominational funeral arrangements.

Educational Content (General Category) with the following sub-categories:

o Quality of various memorial and funeral products and services, such as the
  different types of wood, metal, bronze and copper caskets;
o Laws and consumer rights pertaining to the funeral and memorial industry;
o Customs and etiquette regarding funeral attendance and appropriate charitable
  contributions in memory of the deceased, sympathy card content, expressing
  personal thoughts, and considerations pertaining to various religions; and
o Legal ramifications and advantages and disadvantages of pre-paid funeral
  arrangements.

Other Information and Services (General Category) with the following
subcategories:

o Cemetery information;
o Plot maps;
o Surveys of memorial properties;
o Directory of funeral home services;
o Locations of burial plots according to geographic location; and
o Online memorials, obituaries, holiday memorials, military memorials, and
  public figure memorials.

Within each sub-category above, the user will be able to link to various sites
that retail that type merchandise. For instance, if a user wishes to click on
"Caskets" under the general category "Retail Products," they will then view a
page that contains a listing of all caskets that we offer through various casket
manufacturers and retailers. In addition, within each sub-category listed above,
the user will be able to obtain particular information pertaining to each
sub-category.

Our new website will also contain:

o A "print function" that will print substantive information from linked
  retailer websites while omitting images and pictures;
o An "E-mail function" enabling users to automatically E-mail linked retailer
  websites to other email addresses;
o An "advertiser" management system to simplify the addition, removal, and use
  of links from different sources; and
o A new professional logo, color scheme, and navigation layout to the website
  to improve awareness of our website

We expect that all of the above described aspects of our new website will be
operational by June 30, 2003.

Additional Sources of Revenue. Our President plans to seek the following
potential sources of revenues from various establishments upon completion of our
new website by contacting and establishing relationships and/or agreements with
funeral homes, online obituaries, vendors of memorial products or related
businesses:

o Referral fees by referring business to these entities from business leads
  obtained from contact with our website;
o Advertising fees from advertising these businesses on our website;
o Establishing relationships with vendors of memorial products that will sell
  their products through our website; and
o Establishing links with other third party vendors of memorial-based products,
  in which the third party vendors will provide us with a commission from third
  party e-commerce transactions.

If our revenues are insufficient to meet our needs, our president/director or
director plans to loan us funds to conduct our operations; however, we have no
agreement with our president/director or director to do so and they are under no
obligation to loan us funds. Moreover, there are no assurances that our
president/director or director will have sufficient funds to make these loans.
Accordingly, there are no assurances that we will receive loans from our
president/director or director.

Testimonials. We also plan to include testimonials obtained from our customers
on our website to demonstrate the quality of our service.

                                       9





<PAGE>

Advertising. We plan to obtain small advertisements in trade magazines.
Initially, we plan to advertise in local written publications in the South
Florida area.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the
year ended December 31, 2003 were $11,544 compared to $16,367 for the same
period in 2002. The decrease is due to a decrease in professional fees from
$13,444 in 2002 to $10,973 in 2002 for compliance with quarterly government
filings and 8-K's filed during the year.

In addition, we issued 154,000 shares of common stock during the year ended
December 31, 2003 for services rendered. The shares were valued based on the bid
price at the date of issuance, or $.02, yielding an aggregate value of $3,080.
This amount is included under general and administrative expenses in the
accompanying financial statements.

INCOME TAXES. No tax provision has been recorded to date, due to the cumulative
losses generated by the Company.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003, the Company had a cash balance of $26, a negative working
capital of $7,578, and a negative deficiency in assets of $7,578.

Our existing cash is insufficient to fund our operations, we have a negative
working capital and a deficiency in assets. Our ability to continue as a going
concern is dependent upon our ability to obtain financing and achieve profitable
operations. If our revenues are insufficient to meet our needs, our
President/Director or Director plans to loan us funds to conduct our operations;
however, we have no agreement with our President/Director or Director to do so
and they are under no obligation to loan us funds. Moreover, there are no
assurances that our President/Director or Director will have sufficient funds to
make these loans. Accordingly, there are no assurances that we will receive
loans from our President/Director or Director. We have no compensation
agreements with our President/Director or Director in connection with any loans
that either may provide to us. If our president/director or director is unable
or unwilling to make loans to us necessary to implement our continuing plan of
operations, we will need additional financing through traditional bank financing
or a debt or equity offering; however, because we are a development stage
company with little operating history and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the financing may be
minimal and therefore inadequate to implement our continuing plan of operations.
Accordingly, there can be no assurance that we will be able to obtain financing
on satisfactory terms or at all, or raise funds through a debt or equity
offering. In addition, if we only have nominal funds by which to conduct our
operations, we may have to curtail advertising or be unable to conduct any
advertising, both of which will negatively impact development of our company
name and reputation.

FAILED MERGER ATTEMPT

On June 26, 2003, we executed a Plan of Exchange (the "Agreement"), between and
among us and Guangdong Golden Sand & Green Land Ecology And Environment
Protection Development Co., Ltd., a corporation organized and existing under the
laws of the P.R. China ("Golden Sand"), the shareholders of Golden Sand (the
"Golden Sand Shareholders"), and Charles Scheuerman, Chairman and President of
the Registrant ("Scheuerman").

The terms of this agreement were disclosed in a Form 8-K filed on or about June
30, 2003, with the Securities and Exchange Commission. The agreement was
escrowed pending certain performance by both parties. The Company fulfilled all
obligations to Golden Sand including changing its name which also caused a
change in its ticker symbol from HEXC to GSEP. On or about September 30, 2003,
Golden Sand defaulted on the agreement by, amongst other things, failing to
provide the necessary due diligence information, including audited financial
statements. The Company also had great concern that Golden Sand would fail to
meet its financial projections and maintain current its reporting obligations
with the Securities and Exchange Commission. As such, the agreement was
terminated on or about November 14, 2003 ,and there was no change of control as
contemplated in the agreement.

Additionally, due to cancellation of the agreement, Mr. Shu Yang and Mr. Kwan
Kim Lun were removed as officers and directors of the Company and Mr. Charles
Scheuerman maintained his office as President and Chairman of the Company. The
Company then spent the remainder of the year pursuing its historical business
plan of being an online memorial service for relatives of lost loved ones.

                                       10





<PAGE>

ITEM 7. FINANCIAL STATEMENTS.
GOLDEN SAND ECO-PROTECTION, INC.

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

                          AUDITED FINANCIAL STATEMENTS

                        GOLDEN SAND ECO-PROTECTION, INC.

                          FKA/ HEAVENEXPRESS.COM, INC.

                           DECEMBER 31, 2003 AND 2002

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

                                      F-1





<PAGE>

<TABLE>
                           GOLDEN SAND ECO-PROTECTION, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                                    BALANCE SHEET
                                 AT DECEMBER 31, 2003
=====================================================================================
<CAPTION>

<S>                                                                      <C>
                                        ASSETS
                                        ------

CURRENT ASSETS
--------------
     Cash                                                                $        26
     Deferred tax asset, less valuation allowance of $22,455                      --
                                                                         ------------
                  TOTAL ASSETS                                           $        26
                                                                         ============

                         LIABILITIES AND DEFICIENCY IN ASSETS
                         ------------------------------------

LIABILITIES
-----------
     Accounts payable and accrued expenses                               $     7,604
                                                                         ------------
                  TOTAL LIABILITIES                                            7,604
                                                                         ------------

COMMITMENTS AND CONTINGENCIES (NOTE 7)

DEFICIENCY IN ASSETS
--------------------
     Preferred stock ($.001 par value, 10,000,000 shares authorized:
        none issued and outstanding)                                              --
     Common stock ($.001 par value, 200,000,000 shares authorized:
        8,270,000 issued and outstanding)                                      8,270
     Additional paid-in-capital                                               96,188
     Deficit accumulated during development stage                           (112,036)
                                                                         ------------
                  TOTAL DEFICIENCY IN ASSETS                                  (7,578)
                                                                         ------------

                  TOTAL LIABILITIES AND DEFICIENCY IN ASSETS             $        26
                                                                         ============

                    See accompanying notes to financial statements

                                         F-2
</TABLE>





<PAGE>

<TABLE>
                                       GOLDEN SAND ECO-PROTECTION, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                           STATEMENTS OF OPERATIONS
                                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
==============================================================================================================
<CAPTION>

                                                                                                 Cumulative to
                                                                                                  date since
                                                                2003               2002           inception
                                                           --------------     --------------    --------------
<S>                                                        <C>                <C>               <C>
OPERATING EXPENSES:
     Professional and consulting fees                      $      10,973      $      13,444     $     106,617
     Interest expense                                                350              1,922             4,222
     General and administrative                                      221              1,001             1,197
                                                           --------------     --------------    --------------
     TOTAL EXPENSES                                               11,544             16,367           112,036
                                                           --------------     --------------    --------------

     LOSS BEFORE TAXES                                           (11,544)           (16,367)         (112,036)
     INCOME TAX (PROVISION) BENEFIT                                   -0-                -0-               -0-
                                                           --------------     --------------    --------------
     NET LOSS                                              $     (11,544)     $     (16,367)    $    (112,036)
                                                           ==============     ==============    ==============

     Net loss per common share,
        basic and fully diluted                            $          **      $          **     $       (0.01)
                                                           ==============     ==============    ==============
     Weighted average common
        shares outstanding                                     8,218,667          8,116,000         8,089,000
                                                           ==============     ==============    ==============

     ** Less than $.01

                                See accompanying notes to financial statements

                                                     F-3
</TABLE>





<PAGE>

<TABLE>
                                                  GOLDEN SAND ECO-PROTECTION, INC.
                                                    (A DEVELOPMENT STAGE COMPANY)
                                                 STATEMENTS OF DEFICIENCY IN ASSETS
                                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
====================================================================================================================================
<CAPTION>

                                                                                                             Deficit
                                                                                                           Accumulated      Total
                                                              Common Stock        Preferred   Additional     During       Deficiency
                                           Value per    -----------------------     Stock      Paid-in     Development        in
                                             Share        Shares     $.001 Par    $.001 Par    Capital        Stage         Assets
                                           ----------   ----------   ----------   ---------   ----------    ----------    ----------
<S>                                        <C>          <C>          <C>          <C>         <C>           <C>           <C>
Shares issued for cash                     $    0.05      108,000    $     108    $     --    $   1,242     $      --     $   1,350

Shares issued in exchange for services

    Legal services - December 1999              0.05      208,000          208          --        2,392            --         2,600

    Management services - December 1999         0.001   3,800,000        3,800          --       (2,800)           --         1,000

Net loss                                                       --           --          --           --       (17,300)      (17,300)
                                                        ----------   ----------   ---------   ----------    ----------    ----------

Balances, December 31, 1999                             4,116,000        4,116          --          834       (17,300)      (12,350)

Shares issued in exchange for services

    Management services - December 2000         0.05    4,000,000        4,000          --       46,000            --        50,000

Net loss                                                       --           --          --           --       (55,792)      (55,792)
                                                        ----------   ----------   ---------   ----------    ----------    ----------

Balances, December 31, 2000                             8,116,000        8,116          --       46,834       (73,092)      (18,142)

Net loss for year                                              --           --          --           --       (11,033)      (11,033)
                                                        ----------   ----------   ---------   ----------    ----------    ----------

Balances, December 31, 2001                             8,116,000        8,116          --       46,834       (84,125)      (29,175)

Net loss                                                       --           --          --           --       (16,367)      (16,367)
                                                        ----------   ----------   ---------   ----------    ----------    ----------

Balances, December 31, 2002                             8,116,000        8,116          --       46,834      (100,492)      (45,542)

Shares issued in exchange for services

    Financial services - May 2003               0.02      154,000          154          --        2,926            --         3,080

Capital contributed by officer                                 --           --          --       46,428            --        46,428

Net loss                                                       --           --          --           --       (11,544)      (11,544)
                                                        ----------   ----------   ---------   ----------    ----------    ----------

Balances, December 31, 2003                             8,270,000    $   8,270    $     --    $  96,188     $(112,036)    $  (7,578)
                                                        ==========   ==========   =========   ==========    ==========    ==========

                                           See accompanying notes to financial statements

                                                                F-4
</TABLE>





<PAGE>

<TABLE>
                                    GOLDEN SAND ECO-PROTECTION, INC.
                                     (A DEVELOPMENT STAGE COMPANY)
                                        STATEMENTS OF CASH FLOWS
                             FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
=======================================================================================================
<CAPTION>

                                                                                          Cumulative to
                                                                                           date since
                                                                2003           2002        inception
                                                             ----------     ----------     ----------
<S>                                                          <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                               $ (11,544)     $ (16,367)     $(112,036)
      Adjustments to reconcile net loss to net cash used
      in operating activities:
           Common stock issued for services                      3,080             --         56,680
           Accrued interest on loan payable - officer               --          1,922          3,067
           Increase (decrease) in operating liabilities:
               Accounts payable                                 (7,307)         3,744          2,104
               Accrued expenses                                  5,500             --          5,500
                                                             ----------     ----------     ----------

NET CASH USED IN OPERATING ACTIVITIES                          (10,271)       (10,701)       (44,685)
                                                             ----------     ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from sales of common stock                           --             --          1,350
      Contribution from officer                                  9,200             --          9,200
      Proceeds from note payable to officer                      1,074         10,650         34,161
                                                             ----------     ----------     ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                       10,274         10,650         44,711
                                                             ----------     ----------     ----------

NET INCREASE (DECREASE) IN CASH                                      3            (51)            26

CASH
               Beginning of period                                  23             74             --
                                                             ----------     ----------     ----------
               End of period                                 $      26      $      23      $      26
                                                             ==========     ==========     ==========

SUPPLEMENTAL DISCLOSURES:
      Interest paid                                          $      --      $      --      $      --
      Income taxes paid                                      $      --      $      --      $      --

NON-CASH FINANCING ACTIVITIES:
      Common stock issued for services                       $   3,080      $      -0-     $  56,680
                                                             ==========     ==========     ==========
      Capital contributed by officer                         $  37,228      $      -0-     $  37,228
                                                             ==========     ==========     ==========

                             See accompanying notes to financial statements

                                                  F-5
</TABLE>





<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

BACKGROUND - Golden Sand Eco-Protection, Inc., F/KA/ HeavenExpress.com, Inc.
(the Company) was organized under the laws of the State of Florida in December
1999.

The Company is a development stage company as it had no sales or revenues. It
will be primarily engaged in providing memorial products and services through
the Internet.

MANAGEMENT'S USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

NET LOSS PER COMMON SHARE - The Company has adopted Statement of Financial
Accounting Standard (SFAS) No.128. This statement requires dual presentation of
basic and diluted earnings (loss) with a reconciliation of the numerator and
denominator of the loss per share computations. Basic earnings per share amounts
are based on the weighted average common shares outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for the period presented.
There were no adjustments required to net loss for the period presented in the
computation of diluted earnings per share for 2003 and 2002. The loss per common
share has been calculated by dividing the net loss for each period presented by
the weighted average number of common shares for the respective period.

CASH AND CASH EQUIVALENTS - For purposes of the statements of cash flows, the
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.

INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of deferred taxes related
primarily to differences between the basis of certain assets and liabilities for
financial and tax reporting and net operating loss carry-forwards. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax asset
will not be realized. Deferred tax assets and liabilities are adjusted for the
effect of changes in tax laws and rates on the date of enactment.

                                      F-6





<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
-----------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS - In October 2002, FASB issued Statements of
Financial Accounting Standards No. 147, "Accounting of Certain Financial
Institutions - an amendment of FASB Statements No. 72 and 44 and FASB
Interpretation No. 9" ("SFAS 147"). SFAS 147 requires the application of the
purchase method of accounting to all acquisitions of financial institutions,
except transactions between two or more mutual enterprises. SFAS 147 is
effective for acquisitions for which the date of acquisition is on or after
October 1, 2002. This statement has no effect on the Company.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS 148 amends FASB Statement
No.123, "Accounting for Stock-Based Compensation", to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on the reported results. The provisions of SFAS 148 are effective for
financial statements for fiscal years ending after December 15, 2002. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 amends SFAS No. 133 to require contracts with comparable
characteristics to be accounted for similarly. SFAS No. 149 clarifies the
circumstances under which a contract with an initial net investment meets the
characteristic of a derivative and clarifies when a derivative contains a
financing component that warrants special reporting in the statement of cash
flows. This statement was effective for contracts entered into or modified after
September 30, 2003, except for hedging relationships designated after September
30, 2003, where the guidance is required to be applied prospectively. The
adoption of this statement did not have a material impact on the Company's
results of operations and financial condition.

                                      F-7





<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
-----------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
establishes standards for how an issuer of equity (including the equity shares
of any entity whose financial statements are included in the consolidated
financial statements) classifies and measures on its balance sheet certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003 and for existing financial instruments after July 1, 2003. The adoption
of this statement did not impact the Company's financial position, results of
operations, or cash flows.

In November 2002, the FASB issued Interpretation No. 45 (FIN 45), which expands
previously issued accounting guidance and disclosure requirements for certain
guarantees. This statement did not impact the Company's financial position,
results of operations, or cash flows.

In January 2003, the FASB issued Interpretation No. 46 (FIN 46) Consolidation of
Variable Interest Entities, which addresses the consolidation of variable
interest entities ("VIEs") by business enterprises that are the primary
beneficiaries. A VIE is an entity that does not have sufficient equity
investment at risk to permit it to finance its activities without additional
subordinated financial support, or whose equity investors lack the
characteristics of a controlling financial interest. The primary beneficiary of
a VIE is the enterprise that has the majority of the risks or rewards associated
with the VIE. In December 2003, the FASB issued a revision to FIN 46,
Interpretation No. 46R ("FIN 46R"), to clarify some of the provisions of FIN 46,
and to defer certain entities from adopting until the end of the first interim
or annual reporting period ending after March 15, 2004. Application of FIN 46R
is required in financial statements of public entities that have interests in
structures that are commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application for all other types of VIEs is
required in financial statements for periods ending after March 15, 2004. We
believe we have no arrangements that would require the application of FIN 46R.
We have no material off-balance sheet arrangements.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of financial
instruments including cash, accounts payable and accrued expenses and loan to
officer approximated fair value because of the immediate short-term maturity of
these instruments.

ADVERTISING - Advertising costs will be expensed as incurred.

DEVELOPMENT STAGE COMPANY - The Company has been devoting its efforts to
activities such as raising capital, establishing sources of information, and
developing markets for its planned operations. The Company has not yet generated
any revenues and, as such, it is considered a development stage company.

                                      F-8





<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

NOTE 2 - GOING CONCERN
----------------------

As shown in the accompanying financial statements, the Company has incurred
significant losses from operations and other circumstances that has placed
substantial doubt as to whether the Company can continue as a going concern. The
ability of the Company to continue as a going concern is dependent on developing
its business plan and obtaining new capital. Management has enacted a plan of
seeking out strategic relationships and capital raising entities that may add
value to the Company and its shareholders.

NOTE 3 - LOAN PAYABLE - OFFICER
-------------------------------

The loan payable to officer at December 31, 2002, consists of advances made to
the Company by the Company's President and Chief Executive Officer for general
operating expenses. The balance bears interest at the rate of 6% per annum and
is due on demand.

During 2003, a stockholder transferred 3,800,000 shares of common stock to the
officer in exchange for $9,200 and the forgiveness of the note payable of
$37,255 including accrued interest of $3,067.

NOTE 4 - COMMON STOCK
---------------------

During 2002, the Company filed a Certificate of Amendment to Articles of
Incorporation with the State of Florida to increase the number of authorized
common shares to 200,000,000 from 50,000,000, with a continued par value of
$.001. A majority of the Company's shareholders voted to approve this
transaction.

During 2002, the Company enacted a 4 for 1 forward stock split of its common
stock. All common stock amounts in the accompanying financial statements have
been retroactively restated to reflect this capitalization change.

During 2003, the Company issued 154,000 in connection with consulting services.
The shares were valued at the market price on the date of issuance, or $.02 per
share, yielding an aggregate market value of $3,080. This expense is included in
the accompanying financial statements.

NOTE 5 - INCOME TAXES
---------------------

The Company has approximately $100,000 of federal and state net operating losses
available that expire in various years through the year 2023.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amount used for federal and state income tax purposes.

                                      F-9





<PAGE>

                        GOLDEN SAND ECO-PROTECTION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

NOTE 5 - INCOME TAXES (CON'T)
-----------------------------

The Company's deferred tax asset at December 31, 2003, consists of net operating
loss carry-forward calculated using federal and state effective tax rates
equating to approximately $22,455, less a valuation allowance in the amount of
approximately $22,455. Because of the Company's lack of earnings history, the
deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance increased by approximately $1,848 for the years ended December 31,
2003.

Utilization of the net operating losses may be subject to certain annual
limitations due to changes in control. This may result in the expiration of net
operating losses before full utilization.

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.

NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

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.

NOTE 7 - SUBSEQUENT EVENTS
--------------------------

As of February 23, 2004, a majority shareholder, officer and director of the
Company sold 7,550,000 shares of common stock of the Company to another company
pursuant to a Share Purchase Agreement, dated as of February 18, 2004. As a
result of the stock sale, the purchaser became the majority shareholder of the
Company holding approximately 91% of the common stock.

                                      F-10





<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

We changed our independent accountants to audit the financial statements as of
and for the year ended December 31, 2003. Bongiovanni & Associates were
dismissed as our independent accountants. We engaged Dohan and Company, CPA's
P.A. as our new independent auditors. Information regarding our changes of
accountants can be found in our Forms 8-K as filed with the Securities and
Exchange Commission. We have had no disagreements with our accountants.

ITEM 8A. CONTROLS AND PROCEDURES.

The Company's principal executive officer and principal financial officer
evaluated the Company's disclosure controls and procedures (as defined in Rule
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended)
as of a date within 90 days before the filing of this Annual Report (the
Evaluation Date). Based on that evaluation, the principal executive officer and
principal financial officer of the Company concluded that, as of the Evaluation
Date, the disclosure controls and procedures, established by the Company's new
management were adequate to ensure that information required to be disclosed by
the Company in reports that the Company files under the Exchange Act, is
recorded, processed, summarized and reported on a timely basis in accordance
with applicable rules and regulations. The Company has not made any significant
changes to its internal controls subsequent to the Evaluation Date. The Company
has not identified any significant deficiencies or material weaknesses or other
factors that could significantly affect the controls put in place by management
and therefore, no corrective action was taken.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Directors and Officers - Our Bylaws provide that we shall have a minimum of one
(1) director on the board at any one time. Vacancies are filled by a majority
vote of the remaining directors then in office. Our directors and executive
officers are as follows:

--------------------------------------------------------------------------------
Charles Scheuerman          74       President, Director
--------------------------------------------------------------------------------

The director named above will serve until the next annual meeting of our
shareholders to be held within 6 months of the close of our fiscal year or until
a successor shall have been elected and accepted the position. Directors are
elected for one-year terms.

Charles Scheuerman - has been our director since May 17, 2000. Since the early
1980s, Mr. Scheuerman has served as the Chief Operating Officer of Network
Promotion Seminar, Inc., and a television-advertising agency. During 1999, Mr.
Scheuerman served as the Chairman of the Board for Heaven's Door Corporation,
until that corporation was acquired. Mr. Scheuerman graduated from Auburn
University in 1952 with a Bachelor of Science Degree. He provides valuable
knowledge and experience to Golden Sand Eco-Protection, since he was previously
the owner of seven cemeteries, including one of the largest cemetery facilities
in Central Alabama.

Significant Employees - Other than Mr. Scheuerman, there are no significant
employees.

Family Relationships - There are no family relationships among our officers,
directors, or persons nominated for such positions.

Legal Proceedings - None of our officers, directors, or persons nominated for
such positions and none of our promoters or significant employees have been
involved in legal proceedings that would be material to an evaluation of our
management.

                                       11





<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following Executive Compensation Chart highlights the terms of compensation
for our Executives.

<TABLE>
                                     SUMMARY COMPENSATION CHART
<CAPTION>
                                        ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                                     --------------------------   -----------------------------------------------------
                                                                   RESTRICTED                   LTIP
                                     SALARY     BONUS     OTHER   STOCK AWARDS     OPTIONS     L/TIP          OTHER
NAME AND POSITION           YEAR       ($)       ($)       ($)        ($)             #          ($)       COMPENSATION
-----------------           ----     ------     -----     -----     ------         -------     -------     ------------
<S>                         <C>         <C>       <C>       <C>       <C>          <C>            <C>           <C>
Charles                     2003        0         0         0         0                 0         0             0
Scheuerman/
President                   2002        0         0         0         0                 0         0             0
& Director
                            2001        0         0         0         0            50,000         0             0
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following tables set forth the ownership, as of December 31, 2003, of our
common stock (a) by each person known by us to be the beneficial owner of more
than five percent (5%) of our outstanding common stock, and (b) by each of our
directors, by all executive officers and our directors as a group. Table
reflects forward stock split.

To the best of our knowledge, all persons named have sole voting and investment
power with respect to such shares, except as otherwise noted. There are not any
pending or anticipated arrangements that may cause a change in control of our
company.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS:

-------------------- ----------------------------- ---------   ------   -------
Title of Class       Name & Address                  Amount    Nature   Percent
-------------------- ----------------------------- ---------   ------   -------
                     Charles Scheuerman
Common               2531 SE 14th Street           7,800,000   Direct     94%
                     Pompano Beach, Florida 33069

SECURITY OWNERSHIP OF MANAGEMENT:

-------------------- ----------------------------- ---------   ------   -------
Title of Class       Name & Address                  Amount    Nature   Percent
-------------------- ----------------------------- ---------   ------   -------
                     Charles Scheuerman
Common               2531 SE 14th Street           7,800,000   Direct     94%
                     Pompano Beach, Florida 33069

COMMON OFFICERS & DIRECTORS AS A GROUP (2) 7,800,000 DIRECT 96%
---------------------------------------------------------------

According to our stock records, there were 8,270,000 shares of our common stock,
$0.001 par value outstanding, as of December 31, 2003.

CHANGE OF CONTROL.

As of February 23, 2004, Charles Scheuerman, a majority shareholder, officer and
director of Golden Sand Eco-Protection, Inc.,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,

                                       12





<PAGE>

dated as of February 18, 2004, by and among Charles Scheuerman, the Company and
the Purchaser (the "Closing"). There are 8,270,000 shares of the Company's
common stock issued and outstanding as of the date hereof. As a result of the
stock sale, the Purchaser became our majority shareholder, holding approximately
91% of our common stock.

Upon the closing, Richard N. Jobling has been appointed as a director and Chief
Executive Officer and Chief Financial Officer of the Company. Charles
Scheuerman, has agreed to resign as our Chairman and President immediately
following the filing of the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 2003. The new officer and director of the Company
will be:

Mr. Richard N. Jobling, 42, will be the Company's director, Chief Executive
Officer and Chief Financial Officer. He is a founding director of Unicorn
Coaching Limited, a provider of business coaching solutions to senior
executives. Until 2000, he worked for Euraplan Limited, a supplier of systems
and financial data to United Kingdom pension funds, initially in sales and
marketing and latterly as Chief Executive Officer. Prior to that, he worked as
Marketing Manager for Datastream International, a provider of data and computer
services to financial institutions. Mr. Jobling holds a Bachelor's degree from
the University of Manchester and a Master's degree from the London Business
School.

The name of each person known to the Registrant to own more than 5% of the
securities of the Registrant, persons issued shares pursuant to the Agreement,
the current directors and executive officers of the Registrant and the
percentage of the total issued and outstanding Common Stock (the only voting
securities) of the Registrant owned by such persons as of the March 16, 2004, is
as follows:

                                               AMOUNT OF
NAME AND                                       BENEFICIAL          PERCENT OF
ADDRESS                                       OWNERSHIP (1)        CLASS (1)
-------                                       -------------        ---------

Yellow Jacket Investments Limited              7,550,000             91.3%
P.O. Box 119
Palm Chambers
Road Town
Tortola, British Virgin Islands

Richard N. Jobling (1)                                 0                 *
Director, CEO and CFO

Charles Scheuerman
2531 S.E. 14th Street,
Pompano Beach, Florida 33062
Chairman and President                           250,000              3.00%

All Directors and Officers
as a Group (2 persons)                         7,800,000             94.3%
-------------------------------

*       Less than 1%

As used in this table, "beneficial ownership" is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.

(1) Based on 8,270,000 shares issued and outstanding as of March 16, 2004. C/o
    Company's address: 500 Park Avenue, Suite 203, Lake Villa,
    Illinois 60046

                                       13





<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended December 31, 2003, we repaid a note payable to Mr. Charles
Scheuerman in the amount of $37,255 which includes accrued interest of
approximately $3,067. The note was exchanged by Mr. Scheuerman during the second
quarter pursuant to an agreement with Saundra Sharpe, the former President
whereby Ms. Sharpe transferred her 3,800,000 common shares of our Company to Mr.
Scheuerman. Also pursuant to the transaction, Mr. Scheuerman paid the Company's
current accounts payable of $9,200. In addition, Ms. Sharpe resigned her officer
and directorship positions. The facts of this transaction were disclosed in a
Form 8-K filed with the Securities and Exchange Commission on or about August
14, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

3        Articles of incorporation, as amended and bylaws are herein
         incorporated by reference into Form SB-2 filed with the Securities and
         Exchange Commission

23       Consent of auditors**

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

32.1     Certificate 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 herewith.

We hereby incorporate the following documents by reference in this annual
report: a) Our Report on Form 8K 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, b) The Registrant's Quarterly Report on Form 10-QSB for the
quarters ended March 31, 2003, June 30, 2003, and September 30, 2003 which were
filed with the Securities and Exchange Commission during the year 2003, c) Forms
8-K discussing our changes in independent auditors, and d) Forms 14C, 8-K and
14-F1 relating to our failed merger attempt with Guangdong Golden Sand & Green
Land Ecology and Environment Protection Development Co., Ltd.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Set forth below are fees paid to the Company's independent accountants for the
past two years for the professional services performed for the Company.

Audit Fees: We agreed to pay Bongiovanni & Associates, P.A. CPA's a total of
$5,000 for professional services rendered in connection with performance of our
independent audit for the year ending December 31, 2002.

We agreed to pay Dohan and Company, CPA's P.A. a total of $2,500 for
professional services rendered in connection with performance of our independent
audit for the year ending December 31, 2003.

Audit Related Fees: None

Tax Fees: None

All Other Fees: We agreed to pay Bongiovanni & Associates, PA. CPA's a total of
$2,500 for professional services rendered in connection with the review of the
preparation of Form 10-KSB for the year ending December 31, 2002.

We paid Bongiovanni & Associates, PA. CPA's a total of $1,250 for professional
services rendered in connection with the review of the March 31, 2003 Form
10-QSB.

We agreed to pay Dohan and Company, CPA's, PA. a total of $2,500 for
professional services rendered in connection with the reviews of the June 30,
2003 and September 30, 2003, Forms 10-QSB.

                                       14





<PAGE>

                                   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.

                              GOLDEN SAND ECO-PROTECTION, INC.
                              --------------------------------
                                        (Registrant)

                        BY /S/ CHARLES SCHEUERMAN, PRESIDENT, DIRECTOR
                              ---------------------------------
                                   (SIGNATURE AND TITLE)*

                                   DATE MARCH 16, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                        BY /S/ CHARLES SCHEUERMAN, PRESIDENT, DIRECTOR
                              ---------------------------------
                                   (SIGNATURE AND TITLE)*

                                   DATE MARCH 16, 2004

* Print the name and title of each signing officer under his signature.

                                       15