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

                                   Form 10-KSB

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

       For the transition period from _______________ to _______________.


                        Commission file number: 333-95549

                              Galaxy Minerals, Inc.
                 (Name of small business issuer in its charter)

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

       500 Park Avenue, Suite 203
             Lake Villa, IL                                 60046
 (Address of principal executive offices)                 (Zip Code)


                    Issuer's telephone number (847) 265-7600

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

                         Common stock, par value $0.001
                                (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 there is no disclosure of delinquent  filers pursuant 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.  The issuer's
revenues for the year ended December 31, 2004, were $0.

      State the aggregate  market value of 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 prices 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.) $19,600,626,  based on the closing bid price of
$0.0471 for our common stock on April 26, 2005.

      State the number of shares  outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of April 7, 2005, there were
416,149,180 shares of common stock, par value $0.001, 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). None.

  Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
<PAGE>

                              Galaxy Minerals, Inc.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
PART I     ....................................................................................................3

ITEM 1 - DESCRIPTION OF BUSINESS...............................................................................3
ITEM 2 - DESCRIPTION OF PROPERTY..............................................................................11
ITEM 3 - LEGAL PROCEEDINGS....................................................................................11
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................11

PART II    ...................................................................................................12

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................................12
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............................................14
ITEM 7 - FINANCIAL STATEMENTS.................................................................................19
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................20
ITEM 8A - CONTROLS AND PROCEDURES.............................................................................20
ITEM 8B - OTHER INFORMATION...................................................................................20

PART III   ...................................................................................................21

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
          THE EXCHANGE ACT....................................................................................21
ITEM 10 - EXECUTIVE COMPENSATION..............................................................................22
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................24
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................................26
ITEM 13 - EXHIBITS............................................................................................27
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................................................29
</TABLE>


                                       2
<PAGE>

                                     PART I

      This Annual Report includes forward-looking  statements within the meaning
of the Securities  Exchange Act of 1934 (the "Exchange  Act").  These statements
are based on management's beliefs and assumptions,  and on information currently
available to  management.  Forward-looking  statements  include the  information
concerning  possible or assumed  future results of operations of the Company set
forth under the  heading  "Management's  Discussion  and  Analysis of  Financial
Condition  or  Plan  of  Operation."  Forward-looking  statements  also  include
statements  in which words such as  "expect,"  "anticipate,"  "intend,"  "plan,"
"believe," "estimate," "consider" or similar expressions are used.

      Forward-looking statements are not guarantees of future performance.  They
involve risks,  uncertainties and assumptions.  The Company's future results and
shareholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any forward-looking statements.

ITEM 1 - DESCRIPTION OF BUSINESS

Organizational History

      We were originally incorporated under the name Heavenexpress.com, Inc., in
the State of Florida on December 8, 1999. At the time we operated under the name
Heavenexpress.com,  Inc., we were in the business of providing memorial products
and  services  through  the  Internet.  We  have  since  ceased  these  business
operations.

      On September 3, 2004,  we changed our name to Golden Sand  Eco-Protection,
Inc. On February 23, 2004, there was a change of control of the Company when Mr.
Charles Scheuerman sold 7,550,000 shares,  representing approximately 91% of our
then issued common  shares,  to Yellow  Jacket  Investments  Limited,  a British
Virgin Islands company.

      Following  this  acquisition,  we  then  acquired  Yellow  Jacket  Finance
Limited, a British Virgin Islands company, on April 20, 2004. The acquisition of
Yellow Jacket Finance Limited was effected  through a share exchange.  We issued
241 million  shares of our common stock in exchange for the entire share capital
of Yellow Jacket  Finance  Limited.  The  transaction  has been reflected in our
accounts as a reverse merger.

      Following our reverse merger with Yellow Jacket Finance  Limited we became
an exploration stage company that is engaged in the acquisition, development and
exploitation of mineral  assets.  Our primary focus is to obtain minerals rights
at  mines  for the  purpose  of  mining  gold,  but we also  plan to mine  other
minerals.  Since these exploration operations began we have been involved in the
following  projects:  the Yellow  Jacket & Phoenix  Mine,  the  Oatman/Lexington
Mines, the Bonanza Project, and the Culebrillas Mine-Peru.

Description of Our Business

      We are an  exploration  stage  company.  All of the properties in which we
have mineral rights are presently in the  exploration  stage. We do not have any
commercially  viable  reserves on any of the  properties.  There is no assurance
that a  commercially  viable  mineral  deposit  exists  on  any  of the  mineral
properties. Further exploration will be required before a final evaluation as to
the  economic  and  legal  feasibility  of mining  of any of the  properties  is
determined.  There is no  assurance  that further  exploration  will result in a
final evaluation that a commercially viable mineral deposit exists on any of our
mineral properties.


                                       3
<PAGE>

      A glossary  of the mining and mineral  resource  terms used in this Annual
Report are attached as an Exhibit hereto.

      A brief  description and our plan of operations for each of the properties
where we have mineral rights is discussed below:

Yellow Jacket & Phoenix Mine

      The Yellow  Jacket & Phoenix  Mine  consists of 40 acres and is located in
the Oro Blanco  Mining  District in Santa Cruz  County,  Arizona.  Pursuant to a
joint  venture  agreement  with Oro  Blanco,  LLC,  a Nevada  limited  liability
company, and Stealth Enterprises,  Inc., an Illinois corporation, dated February
2004,  we  currently  own  the  rights  to 51% of all  minerals  and  any  other
materials,  whether  natural or  man-made,  extracted  from the Yellow  Jacket &
Phoenix Mine. Oro Blanco, LLC, and Stealth Enterprises,  Inc., are controlled by
one of our shareholders.

      During  this past  year we  drilled,  rock-chip  sampled,  conducted  soil
geochemistry,  gathered samples for assays, conducted numerous field excursions,
and consulted  with various  mining  engineers,  and other  industry  personnel,
regarding  these mines.  We also  re-graded the roads  surrounding  the mines to
increase accessibility.  Based on the results of these activities we believe the
placement  of a pilot plant,  which is a tool that  extracts  minerals  from the
rocks in the  mine,  would be  advantageous  at this time and plan to put one in
place as soon as funds are available.

      Although not related to our joint venture  agreement with Oro Blanco,  LLC
and Stealth Enterprises, Inc., in April, 2004, we acquired the rights to explore
approximately 50 unpatented claims covering 1,000 acres near the Yellow Jacket &
Phoenix Mine from the State of Arizona.  After  preliminary  exploration of this
property,  we deemed this land to be unworthy of further exploration and let our
mineral rights to these claims lapse in July, 2004.

Oatman/Lexington Mines

      The  Oatman/Lexington  Mines consist of 7 patented  (privately-owned  land
where  owner  can mine or  convey  rights  to the  property)  and 76  unpatented
(government-owned  land where the  government has conveyed the right to mine the
property) mining claims in and around Oatman, Arizona.  Searchlight Exploration,
LLC, an Arizona limited liability  company,  owns the mining and minerals rights
to these mines.  Pursuant to a joint venture  agreement with  Searchlight  dated
October 31, 2004, we have the right to take samples and explore at this mine and
must put at least  $100,000 of work into the  exploration  and  sampling at this
mine.  Under the  agreement we pay $10,000 per quarter for the rights under this
agreement.  If we fail to make  these  payments  Searchlight  has the  right  to
terminate this agreement and disallow further exploration by us at this mine.

      Currently,  we are in the  process  of  conducting  preliminary  plotting,
mapping,  and rock  chip  sampling  from the 7  patented  mines.  After  this is
completed we currently plan on hiring a geological services company to conduct a
review of the 76  unpatented  parcels of property.  To date,  the mining of this
location is in the  preliminary  stages and we do not anticipate any substantial
mining at this location in the near future.


                                       4
<PAGE>

Bonanza Project

      The Bonanza Project consists of approximately  5,000 acres of land located
in Mohave County,  Arizona.  Searchlight  Exploration,  LLC, an Arizona  limited
liability company,  owns the mining and minerals rights to these mines. Pursuant
to a joint venture  agreement with  Searchlight  dated October 31, 2004, we have
the  right  to take  samples  and  explore  at this  mine  and must put at least
$100,000  of work into the  exploration  and  sampling  at this mine.  Under the
agreement we pay $10,000 per quarter for the rights under this agreement.  If we
fail to  make  these  payments  Searchlight  has the  right  to  terminate  this
agreement and disallow further exploration by us at this mine.

      Currently,  we  plan on  taking  bids  from  drilling  and/or  engineering
companies to drill sample  locations on the project.  Based on these  results we
will develop and plan going forward.

Culebrillas Gold Mine

      The  Culebrillas  Gold Mine is located in the Pataz Gold Belt of  Northern
Peru.  Pursuant  to  an  agreement  with  Javier  Iparraguirre  Sagastegui,   an
individual,  we believed we had acquired the certain  mineral  rights to develop
and drill at the  Culebrillas  Gold Mine.  However,  it has recently come to our
attention  that the  underlying  rights to the  Culebrillas  Gold Mine may be in
dispute  between Mr.  Sagastegui  and a third party.  We are not a party to this
dispute. We are currently investigating this dispute and its potential impact on
our mineral rights to the Culebrillas  Gold Mine.  Until this dispute  regarding
the rights to the Culebrillas  Gold Mine is resolved we have ceased all payments
to Mr.  Sagastegui under our agreement.  If Mr.  Sagastegui is found to not have
the mineral rights to the Culebrillas  Gold Mine this would affect our rights to
the Culebrillas Gold Mine and we may have to take further action at that time.

      On March  29,  2005,  we  received  a letter  from an  entity  called  JIS
Holdings,  S.A.,  a  company  attempting  to  assert  certain  rights  under our
agreement with Mr.  Sagastegui,  including the rights to our payments that would
be due to Mr.  Sagastegui if we were certain of his ownership of the Culebrillas
Gold Mine. We have not received any evidence that Mr. Sagastegui transferred his
ownership  interest in the Culebrillas  Gold Mine, and we did not consent to any
assignment of his ownership  interest in the Culebrillas  Gold Mine,  which is a
requirement  under  our  agreement  with  Mr.  Sagastegui.   Therefore,  we  are
withholding the payments pending a resolution of this matter.

      To our knowledge, the agreement entered into between the parties regarding
the mineral  rights to the  Culebrillas  Gold Mine has not yet been  recorded at
Sunarp, which is the official government recording office in Peru.

      It has  also  come to our  attention  that  the  entity  now  known as JIS
Holdings,  S.A. may have  originally  incorporated in Peru under the name Galaxy
Minerals,  S.A. If there was an entity  created in Peru called Galaxy  Minerals,
S.A. it was done without our consent or knowledge, and it is not affiliated with
our company.

      On March 22, 2005, we issued a press release  relating to the  Culebrillas
Gold Mine, a portion of which we believe  needs  additional  clarification.  The
press  release  stated:  "Galaxy  Minerals  has people on  location  and will be
tendering for a planned intensive drilling program. We hope to see drilling take
place in the later (sic) half of this year."


                                       5
<PAGE>

      At the time of this press  release it was our  intention  to send out bids
for the drilling  work at the mine,  as is the industry  norm.  The reference to
"people on  location"  is in reference to people that are on location in Peru to
assist Galaxy in its business there and not a reference to people located in the
United States. The same reference appeared in later press releases between March
23, 2005 and March 29, 2005.

Overview of the Mines

      Due to our fairly recent acquisition of the mineral rights associated with
the above properties,  we are still early in the process of mapping and sampling
these mines for potential mineral deposits.  Therefore, despite our ownership of
the mineral rights described above and the fact we have begun plotting, mapping,
and  sampling  from some of the mines,  as of the date of this Annual  Report we
have not extracted any minerals from these mines,  other than samples,  and have
not received any revenue from these exploration operations. We do not know when,
or if, we will begin to receive revenue from operations.

      In some of our  filings  and press  releases  the term  "Inferred  Mineral
Resource" is used.  For  clarification  purposes  the  following is a recognized
definition of this term.

      An  "Inferred  Mineral  Resource"  is that part of a Mineral  Resource for
which  tonnage,  grade and mineral  content can be estimated with a low level of
confidence. It is inferred from geological evidence and assumed but not verified
geological and/or grade continuity.  It is based on information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes which may be limited or of uncertain quality and reliability.

      An Inferred  Mineral  Resource has a lower level of  confidence  than that
applying to an Indicated Mineral Resource.

      The category is intended to cover situations where a mineral concentration
or  occurrence  has  been  identified  and  limited  measurements  and  sampling
completed,  but where the data are  insufficient to allow the geological  and/or
grade continuity to be confidently interpreted. Due to the uncertainty which may
attach to some Inferred Mineral Resources, it cannot be assumed that all or part
of an Inferred  Mineral  Resource  will be upgraded to an  Indicated or Measured
Mineral  Resource  as a  result  of  continued  exploration.  Confidence  in the
estimate is usually  not  sufficient  to allow the  appropriate  application  of
technical  and  economic  parameters  or to enable  an  evaluation  of  economic
viability.  Caution  should be  exercised  if this  category  is  considered  in
economic studies.

Other Business Transactions

      On August 12, 2004, one of our shareholders, Amulet Holdings, Ltd. entered
into a Stock Purchase  Agreement for the sale of 31,400,000 shares of our common
stock to Seaside  Investments  PLC.  Other than being  shareholders,  we have no
pre-existing relationship with either party.

      In order to help facilitate the transaction between Amulet and Seaside, on
August 30, 2004, we entered into a Registration  Rights  Agreement with Seaside.
Under the terms of the  Agreement,  we agreed to file a  registration  statement
covering the resale of the shares purchased by Seaside within eight months,  and
to use our best efforts to have it declared  effective within twelve months. The
Agreement  provides for penalties and liquidated  damages in the event we do not
meet the deadlines; however, Amulet has entered into a separate letter agreement
with us, also dated  August 30,  2004,  whereby they have agreed to pay $100,000
towards the cost of the  registration  statement,  and to pay the  penalties and
liquidated damages which may arise under the Registration Rights Agreement.


                                       6
<PAGE>

      We have  recently  learned  that Amulet and  Seaside  are not  planning on
proceeding  with the stock  purchase  transaction  and,  therefore,  we will not
filing a  registration  statement for this  transaction  as was agreed to in the
Registration Rights Agreement.

Other Business Factors

Distribution Methods

      Since we have not yet extracted any minerals, other than samples, from the
mines we do not have any  distribution or sales  agreements in place to sell any
minerals we extract from the mines.

Competition

      We are a mineral  resource  exploration  company.  We  compete  with other
mineral resource exploration  companies for financing and for the acquisition of
new mineral properties.  Many of the mineral resource exploration companies with
whom we compete  have  greater  financial  and  technical  resources  than those
available to us.  Accordingly,  these  competitors  may be able to spend greater
amounts on acquisitions of mineral  properties of merit, on exploration of their
mineral properties and on development of their mineral properties.  In addition,
they may be able to  afford  more  geological  expertise  in the  targeting  and
exploration of mineral properties.  This competition could result in competitors
having  mineral  properties  of greater  quality  and  interest  to  prospective
investors  who  may  finance  additional  exploration.  This  competition  could
adversely  impact on our ability to finance  further  exploration and to achieve
the financing necessary for us to develop our mineral properties.

Intellectual Property

      We do not have any trademarks, patents, or other intellectual property.

Research and Development

      We have not spent any  material  amount of time or money on  research  and
development, and do not anticipate doing so in the future.

Compliance with Environmental Laws

      As a company  involved in mining we are  subject to various  environmental
laws regarding  what  substances may be put in, and how materials may be removed
from, the ground, but these are not environmental  regulations particular to the
mining  industry,  they are regulations  that all individuals or businesses must
follow.


                                       7
<PAGE>

Employees

      We currently employ one individual, who is our sole officer and one of our
directors.  Our other two directors are non-employee directors.  For the rest of
our operations we use the services of independent contractors.

Risk Factors

      We face risks in completing our exploration plans at the mining properties
and achieving revenues.  The following risks are material risks that we face. We
also face the risks identified elsewhere in this Annual Report,  including those
risks  identified under Item 1 - Description of Business and Item 6 - Management
Discussion and Analysis or Plan of Operation.  If any of these risks occur,  our
business,  our ability to achieve revenues, our ability to produce gold or other
minerals,  our operating results and our financial  condition could be seriously
harmed.

If  we do  not  obtain  new  financings,  in an  amount  to  pursue  exploration
activities  at the mining  properties,  and to pursue  exploration  and  mineral
rights at other properties, our exploration operations will be reduced.

      To date we have relied on recent private placement  financings in order to
fund  exploration  of the  properties.  We will  continue to require  additional
financing  to  complete  our  plan of  operations  for  exploration  work at the
properties  and to pursue  additional  exploration  and mineral  rights at other
mineral  properties.  While our  financing  requirements  may be  reduced  if we
successfully  extract valuable minerals,  any impairment in our ability to raise
additional  funds through  financings  would reduce the available  funds for the
exploration of the properties, including additional test mining activities, with
the result that our plan of operations  may be adversely  affected and potential
recoveries reduced or delayed.

We have not had revenues in our last two fiscal years there is no assurance that
we will be able to achieve the financing  necessary to enable us to precede with
our exploration activities, including the test mining activities.

      We have not had revenues in our last two fiscal  years ended  December 31,
2004,  and 2003.  While we will apply any  proceeds  from gold or other  mineral
sales generated from our test mining  activities at the properties to help cover
our exploration expenditures, we anticipate that our projected expenditures will
far exceed any proceeds from those sales over the next twelve months, which will
require  that we obtain  substantial  financing  in order  for us to pursue  our
current plan of operations.  If we do not achieve the necessary financing,  then
we  will  not be  able to  proceed  with  our  planned  exploration  activities,
including  our planned  test mining  activities,  and our  financial  condition,
business  prospects  and  results of  operations  will be  materially  adversely
affected.

We have not established that there are any commercially  viable mineral deposits
on  any of the  properties  and we  have  not  established  commercially  viable
operations on the properties, and, therefore, there is no assurance that we will
recover any gold or other  minerals  from the  properties,  or if we do that any
amounts we recover from test mining  activities  will be  sufficient to continue
our operations.

      Our activities at the properties are currently in the  exploration  stage.
While we have undertaken  surveying,  rock-chip sampling,  and other test mining
activities at the properties as part of our exploration program, we have not yet
established a commercially viable operation on the properties.  Therefore, there
is no assurance that will recover any gold or other  minerals,  and no assurance
that if we do, that we will  recover  quantities  of gold that will enable us to
continue our operations.


                                       8
<PAGE>

If we are unable to achieve  projected  mineral  recoveries from our test mining
activities at the  properties,  then our financial  condition  will be adversely
affected and we will have less cash with which to pursue our operations.

      We plan to undertake  test mining  activities  as part of our  exploration
program for the  properties.  Our  objective  is to recover  minerals  from test
mining  activities  to help  off-set  the  exploration  cost of our test  mining
activities.  As we have not established any reserves on these properties,  there
is no assurance  that actual  recoveries of minerals from material  mined during
test  mining  activities  will equal or exceed  our  exploration  costs.  If our
mineral recoveries are less than projected,  then our mineral sales will be less
than  anticipated  and may not  equal  or  exceed  the cost of  exploration  and
recovery in which case our  operating  results and financial  condition  will be
adversely affected.

If the cost of recovering  gold and other  minerals at the properties are higher
than anticipated,  then our financial condition and ability to pursue additional
exploration will be adversely affected.

      We have proceeded with geological  surveys and sampling based on estimated
capital and  operating  costs.  If the actual  capital and  operating  costs are
greater  than  anticipated,  then cash  used in test  mining  activities  at the
properties  will be greater than  anticipated.  An increase in the funds used in
sampling  and  surveying  activities  will cause us to have less funds for other
expenses,  such as  administrative  and overhead expenses and exploration of our
other  mineral  properties.  In this  event,  our  financial  condition  will be
adversely affected and will have less funds with which to pursue our exploration
programs.

Exploration  activities,  including  surveying,  sampling,  and test  mining and
operating activities, are inherently hazardous.

      Mineral exploration activities,  including test mining activities, involve
many  risks  that  even a  combination  of  experience,  knowledge  and  careful
evaluation  may not be able to overcome.  Operations  that we undertake  will be
subject to all the hazards and risks normally  incidental to  exploration,  test
mining and  recovery of gold and other  minerals,  any of which could  result in
work stoppages, damage to property and possible environmental damage. The nature
of these  risks are such that  liabilities  might  result in us being  forced to
incur  significant  costs  that  could  have a  material  adverse  effect on our
financial condition and business prospects.

If we experience exploration accidents or other adverse events at the mines then
our financial condition and profitability could be adversely affected.

      Our exploration activities,  including test mining activities, are subject
to  adverse  operating  conditions.   Exploration  accidents  or  other  adverse
incidents,  such as cave-ins or  flooding,  could affect our ability to continue
mining activities.  The occurrence of any of these events could cause a delay in
the  extraction of minerals or could reduce the amount of gold or other minerals
that we may be able to  recover,  with the  result  that our  ability to achieve
recoveries  from  sales  of the  minerals  and to  sustain  operations  would be
adversely  impacted.  Adverse operating  conditions may also cause our operating
costs to  increase.  Exploration  accidents or other  adverse  events could also
result in an adverse  environmental  impact to the land on which our  operations
are located with the result that we may become  subject to the  liabilities  for
environmental clean up and remediation.


                                       9
<PAGE>

As we have not reported revenues in recent fiscal periods, there is no assurance
that we will be able to continue as a going concern.

      Our  financial  statements  included  with this Annual Report for the year
ended  December 31, 2004 have been prepared  assuming that we will continue as a
going concern.  Our auditors have made reference to the substantial  doubt as to
our ability to continue as a going  concern in their audit report on our audited
financial statements for the year ended December 31, 2004. If we are not able to
achieve revenues, then we may not be able to continue as a going concern and our
financial condition and business prospects will be adversely affected.

We face intense competition in the mining exploration  industry and must compete
with our  competitors  for financing and for qualified  managerial and technical
employees.

      The mining  exploration  industry is intensely  competitive  in all of its
phases.  Competition  includes  large  established  exploration  companies  with
substantial capabilities and with greater financial and technical resources than
we have. As a result of this competition, we may be unable to acquire additional
attractive mining claims or financing on terms we consider  acceptable.  We also
compete with other  exploration  companies in the  recruitment  and retention of
qualified managerial and technical  employees.  If we are unable to successfully
compete for financing or for qualified  employees,  our exploration programs may
be slowed down or suspended.

Reserve  calculations are estimates only,  subject to uncertainty due to factors
including metal prices,  inherent  variability of the ore and  recoverability of
metal in the mining process.

      There is a high degree of uncertainty  attributable  to the calculation of
reserves and corresponding grades dedicated to future production. Until reserves
are actually mined and processed,  the quantity of gold and other minerals,  and
their grades, must be considered as an estimate only. In addition,  the quantity
of reserves may vary  depending  on metal  prices.  Any  material  change in the
quantity of reserves,  mineralization,  grade or stripping  ratio may affect the
economic viability of our mineral rights. In addition, there can be no assurance
that mineral  recoveries in small-scale  laboratory  tests will be duplicated in
larger scale tests under on-site conditions or during production.

There may be challenges to our mineral rights.

      There may be challenges to the title to the mineral properties in which we
hold  mineral  rights.  If there are title  defects  with  respect to any of the
properties,  we might be required to compensate  other persons or perhaps reduce
or change our interest in the affected  property.  Also,  in any such case,  the
investigation and resolution of title issues would divert management's time from
ongoing exploration and development programs.

The ownership  rights to the Culebrillas  Gold Mine are the subject of a dispute
between  one or more  parties,  which  may  affect  our  mineral  rights at that
property.

      We have recently  become aware that there is a dispute between two or more
parties regarding the current ownership of the Culebrillas Gold Mine in Peru. We
have an  agreement  for  the  mineral  rights  to this  mine  with a party  that
represented they were the owner of the Culebrillas Mine.  Pending the results of
this dispute we have ceased paying under our  agreement.  The dispute may affect
our rights under the  agreement  and we may lose all our mineral  rights to this
mine.


                                       10
<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

      Our corporate  headquarters are subleased from Stealth Enterprises,  Inc.,
an Illinois  corporation,  pursuant to an oral sublease. We occupy approximately
200 square feet, free of charge.

      Pursuant to various joint venture  agreements we lease certain  mining and
mineral rights as set forth in this Annual Report.

ITEM 3 - LEGAL PROCEEDINGS

      In the ordinary course of business,  we may be, from time-to-time involved
in various  pending or  threatened  legal  actions.  The  litigation  process is
inherently  uncertain  and it is possible  that the  resolution  of such matters
might have a material adverse effect upon our financial condition and/or results
of operations.  However,  in the opinion of our  management,  matters  currently
pending or  threatened  against us are not  expected to have a material  adverse
effect on our financial position or results of operations.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There have been no events  that are  required  to be  reported  under this
Item.


                                       11
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

      Our common stock currently  trades on the Over the Counter  Bulletin Board
under the symbol  "GAXY," and has traded under that symbol since April 15, 2004.
Prior to April 15, 2004,  our common  stock was traded under the symbol  "GSEP."
There have been a limited number of trades in our common stock.

      The following  table sets forth the high and low bid  information for each
quarter  during the prior two fiscal  years,  as  provided  by The NASDAQ  Stock
Market,  Inc. The  information  reflects  prices between  dealers,  and does not
include retail markup,  markdown,  or commission,  and may not represent  actual
transactions.

                                                  High              Low
                                               ------------      -----------
Fiscal year ended December 31, 2003:
First Quarter.............................        $0.00            $0.00
Second Quarter............................        $0.00            $0.00
Third Quarter.............................        $0.00            $0.00
Fourth Quarter............................        $0.00            $0.00

Fiscal year ended December 31, 2004:
First Quarter.............................        $0.00            $0.00
Second Quarter............................        $0.45            $0.00
Third Quarter.............................        $0.80            $0.30
Fourth Quarter............................        $0.56            $0.22

Fiscal year ended December 31, 2005:
First Quarter.............................        $2.18            $0.10
Second Quarter (through April 26, 2005)...        $0.15            $0.04

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades in any  stock  defined  as a penny  stock.  The  Commission  has  adopted
regulations  that generally  define a penny stock to be any equity security that
has a market  price of less than  $5.00 per share,  subject to a few  exceptions
which we do not meet. Unless an exception is available,  the regulations require
the delivery,  prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.

Holders

      As of  December  31,  2004,  and April 7,  2005,  there  were  392,859,952
(adjusted to reflect 20% stock  dividend,  effective  March 31, 2005) shares and
416,149,180 shares, respectively, of our common stock issued and outstanding and
held of record by approximately 67 and 114 shareholders of record, respectively.
There are no shares of our preferred stock issued or outstanding.


                                       12
<PAGE>

Dividends

      We did not pay any  dividends  on our common  stock  during the year ended
December 31, 2004. However, on April 1, 2005 we did issue a stock dividend equal
to one share of our common  stock for each five shares of our common stock owned
to all of our shareholders as of March 31, 2005.

      The payment of cash or stock  dividends  on our common stock in the future
will be at the  discretion  of the Board of Directors  and will depend upon such
factors as earnings levels,  capital  requirements,  our financial condition and
other factors deemed relevant by the Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans

Galaxy Minerals, Inc. 2004 Equity Compensation Plan

      In 2004, our Board of Directors adopted the 2004 Equity Compensation Plan.
Under the 2004  Plan,  25,000,000  shares of common  stock were  authorized  for
issuance as Incentive  Stock Options or  Non-Incentive  Stock Options to our key
employees, officers, directors or consultants.

      The purchase  price of the common stock  subject to each  Incentive  Stock
Option shall not be less than the fair market value (as  determined  in the 2004
Plan),  or in the case of the grant of an Incentive  Stock Option to a principal
stockholder, not less that 110% of fair market value of such common stock at the
time such option is granted.  The purchase  price of the common stock subject to
each  Non-Incentive  Stock Option shall be determined at the time such option is
granted.

      The 2004 Plan shall  terminate  ten years from the  earlier of the date of
its  adoption by the Board of  Directors  or the date on which the 2004 Plan was
approved by the affirmative vote of the holders of a majority of the outstanding
shares of our capital  stock  entitled to vote  thereon,  and no option shall be
granted after termination of the 2004 Plan. Subject to certain restrictions, the
2004 Plan may at any time be  terminated  and from time to time be  modified  or
amended by the affirmative  vote of the holders of a majority of the outstanding
shares of our capital stock present,  or represented,  and entitled to vote at a
meeting  duly  held in  accordance  with  the  applicable  laws of the  State of
Florida.  We have granted  24,000,000  shares of our common stock under the 2004
Plan.

Recent Sales of Unregistered Securities

      We did not issue any  unregistered  securities  during the  quarter  ended
December 31, 2004.


                                       13
<PAGE>

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

Disclaimer Regarding Forward Looking Statements

      Our  Management's  Discussion and Analysis or Plan of Operations  contains
not only  statements  that are historical  facts,  but also  statements that are
forward-looking (within the meaning of Section 27A of the Securities Act of 1933
and  Section  21E of the  Securities  Exchange  Act  of  1934).  Forward-looking
statements  are,  by their very  nature,  uncertain  and risky.  These risks and
uncertainties  include  international,  national and local general  economic and
market  conditions;  demographic  changes;  our ability to sustain,  manage,  or
forecast growth;  our ability to successfully  make and integrate  acquisitions;
raw material costs and availability;  new product  development and introduction;
existing  government  regulations and changes in, or the failure to comply with,
government regulations; adverse publicity;  competition; the loss of significant
customers or suppliers;  fluctuations  and difficulty in  forecasting  operating
results;   changes  in  business   strategy  or  development   plans;   business
disruptions;  the ability to attract and retain qualified personnel; the ability
to protect technology;  and other risks that might be detailed from time to time
in our filings with the Securities and Exchange Commission.

      Although the forward-looking  statements in this Annual Report reflect the
good faith  judgment of our  management,  such  statements  can only be based on
facts  and  factors   currently  known  by  them.   Consequently,   and  because
forward-looking  statements are inherently  subject to risks and  uncertainties,
the actual  results  and  outcomes  may differ  materially  from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other  reports  as we  attempt  to advise  interested  parties  of the risks and
factors  that may affect  our  business,  financial  condition,  and  results of
operations and prospects.

Summary Overview

      We are a company  involved  in the mining of natural  minerals  in several
mines,  which we own some or all of the  minerals  rights to mine.  Through  our
subsidiary,  we have the minerals  rights to mine at four  different  mines.  To
date, we have conducted  exploratory  drilling at several of these locations but
have not mined any minerals  from the mines,  other than  samples,  and have not
derived any  revenues  from our current  business  operations,  and have not had
revenues in our last two fiscal years ended December 31, 2004, and 2003.

Plan of Operation

      As of the date of this  Annual  Report,  we have  serious  concerns  as to
whether we have, and will have,  sufficient cash flow to continue to operate for
the next twelve months if we are not successful in obtaining financing.  We will
apply any proceeds  from gold or other  mineral  sales  generated  from our test
mining activities at the properties to help cover our exploration  expenditures,
but we anticipate that our projected  expenditures  will far exceed any proceeds
from those sales over the next twelve months,  which will require that we obtain
substantial  financing in order for us to pursue our current plan of operations.
We are looking for both public and private sources of financing. There can be no
assurance,  however,  that we can obtain sufficient capital on acceptable terms,
if at all.  If we do not achieve the  necessary  financing,  then we will not be
able to proceed with our planned exploration  activities,  including our planned
test mining  activities,  and our financial  condition,  business  prospects and
results of operations will be materially adversely affected.


                                       14
<PAGE>

      For our exploration activities at the properties,  we continue to evaluate
the results  from the  drilling  program  and the  surface  sampling at the four
mines.  We are  determining  the optimal method for  determining the size of our
mineral reserve at all the locations.  At the same time, we are evaluating other
minerals opportunities with a view to diversifying our activities.

Change in Employees

      We do not  have  any  plans to  change  our  number  of  employees  in the
foreseeable future. We plan to continue to utilize  independent  contractors for
the exploration  activities,  located possible new mineral rights opportunities,
and for some of our general business affairs.

Explanatory  Paragraph in Our  Independent  Registered  Public  Accounting  Firm
Report

      Our  independent  accountants  have included an  explanatory  paragraph in
their most recent report,  stating that our audited financial statements for the
period ending December 31, 2004, were prepared assuming that we will continue as
a going concern.  However,  they note that we have not yet generated significant
revenues,  that we have an accumulated  working capital deficit,  and that there
are no assurances that we will be able to meet our financial  obligations in the
future.

      Our  independent  accountants  included the  explanatory  paragraph  based
primarily on an objective test of our historical financial results.  Although we
agree that this  explanatory  paragraph is applicable when the objective test is
applied, we believe that upon successful  implementation of our business plan in
the  next  fiscal  year,  future  audit  reports  may  be  issued  without  this
explanatory paragraph.

Results of Operations

Introduction

      Our  business  operations  for the year ended 2004  versus 2003 are vastly
different,  reflecting  our  change  from  a  development  stage  company  to an
exploration stage company with operations, as a result of our acquisition of the
Yellow Jacket Finance Limited  acquisition and our joint venture agreements with
various  third  parties to explore and begin  mining the four mines where we are
currently  on-site.  Our  consolidated  financial  statements for the year ended
December 31, 2004 reflect this change in our business  operations.  While we had
no  revenues  for the years  ended  December  31,  2004,  and 2003,  we incurred
significant  operating costs due to our acquisition of certain mining rights and
therefore we continue to operate at a substantial loss

Year ended December 31, 2004 compared to year ended December 31, 2003

Revenues, Expenses and Loss from Operations

      Our revenues, cost of goods sold, general and administrative expenses, and
loss  from   operations  for  the  years  ended  December  31,  2004  and  2003,
respectively, are as follows:


                                       15
<PAGE>

                                          Year Ended        Year Ended
                                         December 31,      December 31,
                                            2004               2003
                                        ------------       ------------

Revenue                                 $         --       $         --
Exploration Expenses                      12,241,644             11,544
Total Exploration Stage Expenses         (12,241,644)           (11,544)
                                        ============       ============
Loss from Operations                    $(12,241,644)           (11,544)
                                        ============       ============
Net Loss                                $(12,614,380)      $    (11,544)

Revenues

      Revenues  for the year ended  December 31, 2004 were $0 compared to $0 for
the same period in 2003. Due to our acquisition of Yellow Jacket Finance Limited
we are now an exploration stage company,  however, we have not progressed enough
in our mining activities to have revenues from these  operations.  We anticipate
we will have revenues from our mining activities at some point in the future but
we do not know when we will begin to have revenues.

Exploration Stage Expenses

      Total operating  exploration  stage expenses were $12,241,644 for the year
ended  December 31, 2004, as compared to $11,544 for the year ended December 31,
2003.  This  significant  increase  in  total  operating  expenses  is  due to a
significant increase in our professional and consulting expenses and our general
and  administrative  expenses.  For  the  year  ended  December  31,  2004,  our
professional and consulting expenses totaled $2,728,131, compared to $10,973 for
the year ended December 31, 2003. This increase was a result of contracting with
consultants to assist in the acquisition of the mineral rights and the increased
legal and accounting expenses related to regulatory  reporting and compliance as
a public company. Our general and administrative expenses increased from $221 to
$32,924  from  the  years  ended  December  31,  2003  and  December  31,  2004,
respectively.  This  increase  was due to the  additional  expenses  involved in
managing our business operations.

Net Loss

      We experienced a net loss of ($12,614,380) for the year ended December 31,
2004 as  compared to a net loss of  ($11,544)  for the year ended  December  31,
2003. This increase is primarily attributable to the acquisition of the minerals
rights at the four mines.

Liquidity and Capital Resources

Introduction

      During the year ended  December 31, 2004, we had negative  operating  cash
flows.   Cash  totaled   $405,749  and  $26  at  December  31,  2004  and  2003,
respectively.

      Cash,  current  assets,  total  assets,  current  liabilities,  and  total
liabilities as of December 31, 2004 and 2003, respectively, are as follows:


                                       16
<PAGE>

                                                            December 31
                                                   -----------------------------
                                                      2004               2003
                                                   ----------         ----------

Cash                                               $  405,749         $       26
Total Assets                                        3,040,665                 26
Total Current Liabilities                              14,000              7,604
Total Liabilities                                  $   14,000         $    7,604

Cash Requirements

      We have serious concerns as to whether we have, and will have,  sufficient
cash flow to continue our  operations  for the next twelve  months if we are not
successful  in obtaining  financing.  We are looking for both public and private
sources of  financing.  There can be no assurance,  however,  that we can obtain
sufficient  capital on  acceptable  terms,  if at all.  Under  such  conditions,
failure to obtain such  capital  likely would  affect  adversely  our ability to
continue as a going concern,  or at a minimum  negatively  impact our ability to
timely meet our business objectives.

Sources and Uses of Cash

Operations

      Net cash used by exploration  stage  activities  operations was ($203,493)
for the year ended  December  31, 2004,  as compared to  ($10,271)  for the same
period in 2003. Negative operating cash flows during 2004 were created primarily
by corporate fixed and overhead expenses.

Investing

      Net cash  provided by  investing  activities  was $640,593 and $0, for the
years ended December 31, 2004 and 2003,  respectively.  Investing activities for
the year ended December 31, 2004 consisted of sales of marketable securities.

Financing

      Net cash (used by)  provided by financing  activities  was  ($31,377)  and
$10,274, for the year ended December 31, 2004 and 2003,  respectively.  In 2004,
financing  activities  included  loans  to  the  company  from  officers  and  a
shareholder,  and minority  interest in  consolidated  joint  venture.  Net cash
provided  by  financing  activities  during the year  ended  December  31,  2003
included a capital  contribution  from an officer totaling $9,200,  and loans to
the company from officers, netting $1,074.

Debt Instruments, Guarantees, and Related Covenants

      As of December  31, 2004 and 2003,  we did not have any  outstanding  debt
instruments, guarantees, or related covenants.

Critical Accounting Policies

      The Company accounts for its stock-based  compensation  arrangements  with
employees  in  accordance  with  Accounting  Principles  Board  Opinion  No. 25,
"Accounting   for  Stock   Issued  to   Employees"   ("APB   25")  and   related
interpretations.  As such, compensation expense under fixed term option plans is
recorded  at the date of grant only to the extent  that the market  value of the
underlying  stock at the date of grant exceeds the exercise  price.  The Company
recognizes compensation expense for stock options, common stock and other equity
instruments  issued to non-employees  for services  received based upon the fair
value of the services or equity instruments  issued,  whichever is more reliably
determined.  Stock  compensation  expense is  recognized  as the stock option is
earned, which is generally over the vesting period of the underlying option.


                                       17
<PAGE>

Off Balance Sheet Contracts

      At December 31, 2004 and 2003, there were no "off balance sheet" contracts
or items to record.


                                       18
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

  Index to Financial Statements

  Report of Independent Registered Public Accounting Firm                   F-1

  Consolidated Balance Sheet                                                F-2

  Consolidated Statements of Operations                                     F-3

  Consolidated Statements of Cash Flows                                     F-4

  Consolidated Statements of Changes in Stockholders' Equity (Deficit)      F-6

  Notes to Consolidated Financial Statements                                F-9


                                       19
<PAGE>

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

      There have been no events  that are  required  to be  reported  under this
Item.

ITEM 8A - CONTROLS AND PROCEDURES

      The Company's  Chief  Executive  Officer and Chief  Financial  Officer (or
those persons performing similar functions),  after evaluating the effectiveness
of the  Company's  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended)
as of a date within 90 days of the filing of this annual report (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, the Company's disclosure
controls  and  procedures  were  effective  to  ensure  the  timely  collection,
evaluation  and  disclosure  of  information  relating to the Company that would
potentially be subject to disclosure under the Securities  Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.  There were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect the internal controls  subsequent to the Evaluation
Date.

ITEM 8B - OTHER INFORMATION

      All information required to be filed on a Form 8-K during the three months
ended  December  31,  2004 was filed with the  Commission  on a Form 8-K.  For a
description  of our Form 8-Ks  filed  during  this three  month  period see Item
13(b), below.


                                       20
<PAGE>

                                    PART III

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

      The following table sets forth the names and ages of our current directors
and executive officers,  the principal offices and positions held by each person
and the date such person became a director or executive  officer.  Our executive
officers are elected  annually by the Board of Directors.  The  directors  serve
one-year terms until their successors are elected.  The executive officers serve
terms of one year or until their death,  resignation  or removal by the Board of
Directors.  Unless described below, there are no family  relationships among any
of the directors and officers, and none of our officers and directors serve as a
director for any other reporting issuer.

      Name           Age  Position(s)
-----------------  ------ ------------------------------------------------------

Matthew J. Symonds    35  President/Chief  Executive  Officer,  and a  Director,
                          Secretary, and Treasurer (2004)

Dr. Thomas P. Fry     33  Director (2005)

David L. Mayer        38  Director (2004)

      Matthew J.  Symonds is our  President/Chief  Executive  Officer,  and is a
member of our Board of  Directors.  Over the past 13 years Mr.  Symonds has been
the owner  and  operator  of 2  cremation  societies,  4  funeral  homes,  and 1
crematory.  Mr.  Symonds  received a Bachelor of Science in  Advanced  Technical
Studies and Business Management from the University of Illinois.

      Dr.  Thomas  P. Fry is a member  of our Board of  Director.  Dr.  Fry is a
licensed  medical  doctor  and since  2003 has been an  Attending  Physician  of
Convenient  Care for Central  Dupage  Hospital.  As an  Attending  Physician  of
Convenient  Care,  Dr. Fry provides  medical care to patients at five  different
stand alone walk-in  immediate  care centers.  From 2001 to 2003, Dr. Fry was an
Attending  Family  Physician with Northshore  Family  Practice,  Ltd.,  where he
provided full service medical care in outpatient,  inpatient,  and extended care
facilities.  From 1998 to 2001, Dr. Fry was a Family Medicine Resident Physician
with LaGrange  Memorial  Hospital  where he worked as a resident  physician in a
family  practice  residency.  Dr. Fry  received a Bachelor  of Science  from the
University  of  Illinois in 1993,  and  graduated  from the  Chicago  College of
Osteopathic Medicine in 1998.

      David L. Mayer is a member of our Board of Directors and is an independent
Director.  Since 2003,  Mr. Mayer has been the Executive  Assistant to the Chief
Executive Officer of Install-Shield  Corp. From August 2001 to October 2003, Mr.
Mayer was a Director of  Personal  Training at Ballys  Health  Clubs.  From 1994
through 2001, Mr. Mayer was a consultant with Stealth Enterprises, Inc.

Board Committees

      Our board of directors does not have an audit or compensation committee to
review  our  internal  accounting  procedures  or the  compensation  we pay  our
officers and other employees.


                                       21
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Company's  directors  and  executive  officers and persons who own more than ten
percent of a registered  class of the Company's  equity  securities to file with
the SEC initial  reports of  ownership  and reports of changes in  ownership  of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

      During the two most recent fiscal years, to the Company's  knowledge,  the
following delinquencies occurred:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                             No. of Transactions          No. of
Name                 No. of Late Reports        Reported Late        Failures to File
-----------------------------------------------------------------------------------------
<S>                          <C>                     <C>                   <C>
Matthew J. Symonds           -0-                     -0-                   -0-
-----------------------------------------------------------------------------------------
Dr. Thomas P. Fry            -0-                     -0-                   -0-
-----------------------------------------------------------------------------------------
David L. Mayer               -0-                     -0-                   -0-
-----------------------------------------------------------------------------------------
</TABLE>

Code of Ethics

      We have not adopted a written code of ethics, primarily because we believe
and  understand  that our officers and  directors  adhere to and follow  ethical
standards without the necessity of a written policy.

ITEM 10 - EXECUTIVE COMPENSATION

      The Summary Compensation Table shows certain compensation  information for
services rendered in all capacities for the fiscal years ended December 31, 2004
and 2003. In addition,  the table shows  compensation for our current  executive
officers.  Other than as set forth  herein,  no executive  officer's  salary and
bonus  exceeded   $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

<TABLE>
<CAPTION>
                                             Annual Compensation                           Long Term Compensation
                                      -------------------------------    -----------------------------------------------------------
                                                                                    Awards                         Payouts
                                                                         -----------------------------    --------------------------
                                                                         Restricted     Securities
                                                         Other Annual       Stock       Underlying          LTIP        All Other
Name and                              Salary    Bonus    Compensation      Awards      Options SARs        Payouts    Compensation
Principal Position             Year     ($)      ($)          ($)            ($)            (#)              ($)          ($)
<S>                            <C>      <C>      <C>          <C>         <C>               <C>              <C>          <C>
Matthew J. Symonds             2004     -0-      -0-          -0-            -0-            -0-              -0-          -0-
    President, Chief
Executive Officer, Chief
Financial Officer,
Secretary, and Director

David L. Mayer                 2004     -0-      -0-          -0-            -0-            -0-              -0-          -0-
     Director

Thomas P. Fry (1)              2004     -0-      -0-          -0-            -0-            -0-              -0-          -0-
    Director

Nicholas R. Barr (2)           2004     -0-      -0-          -0-            -0-            -0-              -0-          -0-
    Former Director

Vincent Plenge (3)             2004     -0-      -0-          -0-         ~ $56,000         -0-              -0-          -0-
     Former Director
</TABLE>


                                       22
<PAGE>

<TABLE>
<S>                            <C>       <C>      <C>          <C>       <C>                <C>              <C>          <C>
 Paul B. Oettel (4)            2004     -0-      -0-          -0-        ~ $322,000         -0-              -0-          -0-
      Former Interim
President and Director

Richard Jobling (5)            2004     -0-      -0-          -0-        ~ $280,000         -0-              -0-          -0-
     Former President, Chief
Financial Officer, and
Director

Charles Scheuerman (6)         2004     -0-      -0-          -0-            -0-            -0-              -0-          -0-
     Former President and      2003     -0-      -0-          -0-            -0-            -0-              -0-          -0-
Director
</TABLE>

      (1) Dr.  Thomas P. Fry was not  appointed  as a Director  until  March 22,
2005.

      (2) Mr. Nicholas R. Barr resigned as a Director effective April 11, 2005.

      (3) Mr. Vincent Plenge resigned as a Director effective March 22, 2005.

      (4) On October 29, 2004,  Mr. Paul B.  Oettel,  a Director and our Interim
President and Chief Executive Officer, delivered his resignation.  There were no
disagreements  with Mr. Oettel and he remained with the Company in a new post in
South America.

      (5) Mr. Jobling resigned from his positions as President,  Chief Financial
Officer, and a Director on October 25, 2004.

      (6) Mr.  Schuerman  resigned  from  our  Board of  Directors  and from all
executive officer positions effective March 18, 2004.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)

<TABLE>
<CAPTION>
                           Number of Securities       Percent of Total
                                Underlying          Options/SARs Granted     Exercise or
                           Options/SARs Granted    to Employees In Fiscal    Base Price
Name                                (#)                     Year               ($/Sh)        Expiration Date

<S>                                 <C>                     <C>                  <C>               <C>
Matthew J. Symonds                  -0-                     -0-                  N/A               N/A
Vincent Plenge                      -0-                     -0-                  N/A               N/A
Nicholas R. Barr                    -0-                     -0-                  N/A               N/A
David L. Mayer                      -0-                     -0-                  N/A               N/A
Paul B. Oettel                      -0-                     -0-                  N/A               N/A
Richard Jobling                     -0-                     -0-                  N/A               N/A
Charles Scheuerman                  -0-                     -0-                  N/A               N/A
</TABLE>


                                       23
<PAGE>

              AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                      Value of Unexercised
                                                          Number of Unexercised           In-The-Money
                          Shares Acquired                 Securities Underlying            Option/SARs
                                 On         Value        Options/SARs at FY-End             at FY-End
                              Exercise      Realized               (#)                         ($)
Name                            (#)            ($)      Exercisable/Unexercisable   Exercisable/Unexercisable

<S>                             <C>            <C>                 <C>                         <C>
Matthew J. Symonds              -0-            N/A                 -0-                         N/A
Vincent Plenge                  -0-            N/A                 -0-                         N/A
Nicholas R. Barr                -0-            N/A                 -0-                         N/A
David L. Mayer                  -0-            N/A                 -0-                         N/A
Paul B. Oettel                  -0-            N/A                 -0-                         N/A
Richard Jobling                 -0-            N/A                 -0-                         N/A
Charles Scheuerman              -0-            N/A                 -0-                         N/A
</TABLE>

      None of our officers or directors is subject to an  employment  agreement.
Upon  appointment  to the  Board of  Directors  each of our  Directors  received
1,000,000 shares of our common stock, restricted in accordance with Rule 144 for
their  services to be rendered as a Director.  If the Director stays with us for
less than six months the shares are to be returned to us upon their  resignation
or  termination.  Mr.  Symonds  received an  additional  500,000  shares for his
position as our sole officer.

Board Meetings and Committees

Board Meetings

      During the fiscal year ended December 31, 2004, the Board of Directors met
on two  occasions,  and took  action by  unanimous  written  consent on numerous
occasions.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of April 7, 2005,  certain  information
with respect to the Company's equity  securities owned of record or beneficially
by (i) each  Officer  and  Director  of the  Company;  (ii) each person who owns
beneficially  more than 5% of each  class of the  Company's  outstanding  equity
securities; and (iii) all Directors and Executive Officers as a group.

                                  Common Stock

<TABLE>
<CAPTION>
                                                                                              Percentage of
                                                                                               Common Stock
      Name and Address (1)             Nature of Affiliation      Common Stock Ownership      Ownership (2)
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                               <C>                         <C>
Matthew J. Symonds                    Chief Executive                   1,800,000                  <1%
                                      Officer, Chief
                                      Financial Officer,
                                      Secretary, and a
                                      Director

Dr. Thomas P. Fry                     Director                          1,200,000                  <1%

David L. Mayer                        Independent                       1,200,000                  <1%
                                      Director
</TABLE>


                                       24
<PAGE>

<TABLE>
<S>                                   <C>                               <C>                       <C>
Bait Shop Limited                     5% Owner                          23,251,709                5.58%
P.O. Box 119
Palm Chambers, Road Town
Tortola British Virgin Island

First Finance Limited                 5% Owner                          29,352,000                 7.1%
Nerine Chambers Quastisky Bldg.,
3rd Floor

Langley Park Investment               5% Owner                          37,894,740                 9.1%
Trusst Plc.
% Len Russel
Christows Ltd.
29-30 Cornhill, 5th Floor
London, EC3V 3ND
United Kingdom

Lucky Seven Partners NV               5% Owner                          27,600,000                 6.6%
Copthall, P.O. Box 2331
Roseau, St. George  00152
Dominica

Saxon Minerals Trust                  5% Owner                          24,000,000                 5.8%
54 Lombard St.
London EC3P 3AH
United Kingdom

Seahorse International                5% Owner                          28,472,100                 6.8%
Investments Ltd.
Suites 25 and 27, 2nd Floor
Oliaji Trade Centre
Francis Rachel St., Box 1312
Victoria, Mahe  00000

Seaside Investments, Plc.             5% Owner                          37,680,000                 9.0%
488 Madison Ave., 12th Floor
New York, NY  10022-5718

Shoreland Investments, Ltd.           5% Owner                          29,048,100                  7%
Palm Grove House
P.O. Box 438
Road Town Tortola
British Virgin Island

Stephen Stamp                         5% Owner                          28,690,442                 6.9%
7300 Turfway, Suite 300
Florence  Spokane, KY 41042

Thompson Projects, Inc.               5% Owner                          27,600,000                 6.6%
Hunkins Waterfront Plaza,
Main Street, P.O. Box 568
Charlestown, Virgin Island
</TABLE>


                                       25
<PAGE>

<TABLE>
<S>                                   <C>                               <C>                        <C>
Trinity House Incorporated            5% Owner                          30,252,000                 7.3%
P.O. Box 119
Palm Chambers, Road Town
Tortola British Virgin Island
---------------------------------------------------------------------------------------------------------------

All Officers and Directors as                                            4,200,000                   1%
a Group
(3 Persons)
</TABLE>

      (1)   Unless stated otherwise, the address of each affiliate is c/o Galaxy
            Minerals,  Inc.,  500 Park Avenue,  Suite 203, Lake Villa,  Illinois
            60046.

      (2)   Unless otherwise  indicated,  based on 416,149,180  shares of common
            stock  issued and  outstanding.  Shares of common  stock  subject to
            options or warrants currently exercisable,  or exercisable within 60
            days,  are  deemed   outstanding   for  purposes  of  computing  the
            percentage of the person  holding such options or warrants,  but are
            not deemed  outstanding  for purposes of computing the percentage of
            any other person.

      The issuer is not aware of any  person who owns of record,  or is known to
own  beneficially,  five percent or more of the  outstanding  securities  of any
class of the issuer,  other than as set forth above.  The issuer is not aware of
any person who controls  the issuer as specified in Section  2(a)(1) of the 1940
Act.  There  are  no  classes  of  stock  other  than  common  stock  issued  or
outstanding. The Company does not have an investment advisor.

      There  are no  current  arrangements  which  will  result  in a change  in
control.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None of our officers or directors is subject to an  employment  agreement.
Upon  appointment  to the  Board of  Directors  each of our  Directors  received
1,000,000 shares of our common stock, restricted in accordance with Rule 144 for
their  services to be rendered as a Director.  If the Director stays with us for
less than six months the shares are to be returned to us upon their  resignation
or  termination.  Mr.  Symonds  received an  additional  500,000  shares for his
position as our sole officer.

      During the year ended December 31, 2004, one of our shareholders loaned us
$162,791 for working capital, which was repaid during the year ended.

      Also,  during the year another  shareholder  loaned us $72,581 for working
capital. This amount was repaid prior to the year ended.


                                       26
<PAGE>

ITEM 13 - EXHIBITS

      (a)   Exhibits

      2.1 (3)           Agreement and Plan of Reorganization dated as of April
                        16, 2004 between the Company and Yellow Jacket Finance
                        Limited

      3.1 (1)           Articles of Incorporation of HeavenExpress.com Inc.

      3.2 (2)           Certificate of Amendment to the Articles of
                        Incorporation of HeavenExpress.com Inc. filed March 4,
                        2002

      3.3 (5)           Articles of Amendment to the Articles of Incorporation
                        of HeavenExpress.com, Inc. filed September 3, 2003

      3.4 (5)           Articles of Amendment to the Articles of Incorporation
                        of HeavenExpress.com, Inc. filed April 7, 2004

      3.5 (1)           Bylaws of HeavenExpress.com Inc.

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

      4.2 (4)           2004 Equity Compensation Plan

      10.1 (6)          Stock Purchase Agreement with Langley Park Investments
                        PLC dated July 15, 2004

      10.2 (6)          Escrow Agreement dated July 15, 2004

      10.3 (7)          Joint Venture Agreement with Javier Iparraguirre
                        Segastegui dated August 19, 2004

      10.4 (7)          Consulting Agreement with Scott Goldstein dated August
                        19, 2004

      10.5 (7)          Compensation Agreement with Amulet Holdings Limited
                        dated August 19, 2004

      10.6 (8)          Registration Rights Agreement dated August 30, 2004

      10.7 (8)          Letter Agreement with Amulet Holdings Limited dated
                        August 30, 2004

      10.8 (9)          Amended Joint Venture Agreement with Javier Iparraguirre
                        Segastegui dated November 2, 2004

      10.9 (9)          Title Certificate


                                       27
<PAGE>

      10.10 (9)         Title Certificate (Spanish Version)

      10.11 (10)        Joint Venture Agreement with Stealth Enterprises, Inc.
                        and Oro Blanco Mining, LLC dated February 2004

      10.12             Joint Venture Agreement with Searchlight Exploration,
                        LLC dated October 31, 2004 (for the Oatman/Lexington
                        Mines)

      10.13             Joint Venture Agreement with Searchlight Exploration,
                        LLC dated October 31, 2004 (for the Bonanza Project)

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

      31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief
                        Financial Officer

      32.1              Chief Executive Officer Certification Pursuant to 18
                        USC, Section 1350, as Adopted Pursuant to Section 906 of
                        the Sarbanes-Oxley Act of 2002.

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

      99.1              Glossary of Terms Regarding Mineral Resources and
                        Reserves

            (1)   Incorporated by reference from our Registration Statement on
                  Form SB-2 dated January 24, 2000 and filed with the Commission
                  on January 27, 2000.

            (2)   Incorporated by reference from our Current Report on Form 8-K
                  dated and filed with the Commission on February 22, 2002.

            (3)   Incorporated by reference from our Current Report on Form 8-K
                  dated April 22, 2004 and filed with the Commission on April
                  26, 2004.

            (4)   Incorporated by reference from our Registration Statement on
                  Form S-8 dated April 21, 2004 and filed with the Commission on
                  April 26, 2004.

            (5)   Incorporated by reference from our Quarterly Report on Form
                  10-QSB for the quarter ended June 30, 2004, dated August 12,
                  2004 and filed with the Commission on August 16, 2004.

            (6)   Incorporated by reference from our Current Report on Form 8-K
                  dated July 28, 2004 and filed with the Commission on July 29,
                  2004.

            (7)   Incorporated by reference from our Current Report on Form 8-K
                  dated August 30, 2004 and filed with the Commission on August
                  31, 2004.

            (8)   Incorporated by reference from our Current Report on Form 8-K
                  dated September 7, 2004 and filed with the Commission on
                  September 8, 2004.


                                       28
<PAGE>

            (9)   Incorporated by reference from our Quarterly Report on Form
                  10-QSB for the quarter ended September 30, 2004, dated
                  November 22, 2004, and filed with the Commission on November
                  23, 2004.

            (10)  Incorporated by reference from our Current Report on Form 8-K
                  dated April 16, 2004 and filed with the Commission on April
                  30, 2004

      (b)   Reports on Form 8-K

      On October  27,  2004,  we filed an Item 5.02  Current  Report on Form 8-K
dated October 25, 2004  describing the  resignation of Richard  Jobling from his
positions  as  our  Director,  President,  Chief  Executive  Officer  and  Chief
Financial Officer.

      On  November  8, 2004,  we filed an Item 1.01  Current  Report on Form 8-K
dated  October  31,  2004,  describing  the  following  our entry into a Project
Acquisition Agreement with Searchlight Exploration, LLC, and the McIntyre/Bauman
New Jersey Trust,  who own a full and undivided  interest in certain  unpatented
mining  claims and the mineral  rights to the patented  mining claims in certain
property known as the "Treasure King Property",  the "Copper Mountain Property",
the "Yaba" or "Monster  Property" and the "Oatman  Project." The purpose of this
Agreement is to obtain a lease and earnings of 75% of the net profits and 95% of
the net smelter  returns  royalty in the  unpatented  placer  and/or lode mining
claims and an option to purchase the Property.

      On  November  9, 2004,  we filed an Item 5.02  Current  Report on Form 8-K
dated October 29, 2004  describing  the  resignation  of Paul B. Oettel from his
positions as our Director and our Interim  President and Chief Executive Officer
and the appointment and hiring of Matthew J. Symonds for the position of Interim
President/Chief  Executive  Officer  and  a  Director,  David  L.  Mayer  as  an
Independent Director, and Nicholas R. Barr as an Independent Director.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

      During the fiscal years ended  December  31, 2004 and 2003,  we accrued or
paid Dohan and Company, CPAs, P.A., a total of $20,968 and $5,740, respectively,
for  professional  services  rendered  in  connection  with  performance  of our
independent  audits of our annual financial  statements and reviews of financial
statements included in our Form 10-QSB.

Audit Related Fees

      During the fiscal years ended  December  31, 2004 and 2003,  we accrued or
paid Dohan and Company, CPAs, P.A., a total of $-0- and $-0-, respectively,  for
assurance  and  related  services  related to the  performance  of the audit and
review of the Company's  financial  statements  included in our annual financial
statements and reviews of financial statements included in our Form 10-QSBs.

Tax Fees

      During the fiscal years ended  December 31, 2004 and 2003,  the we accrued
or paid Dohan and Company,  CPAs, P.A., a total of $-0- and $-0-,  respectively,
in fees for professional services for tax planning and preparation.


                                       29
<PAGE>

All Other Fees

      During the fiscal  years  ended  December  31,  2004 and 2003,  we did not
accrue or pay Dohan and Company, CPAs, P.A., for any other fees.

      Of the fees described above,  100% were approved by the Board of Directors
of the Company as there was not an Audit  Committee  in place at the time of the
approvals.


                                       30
<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.


Dated:   May 5, 2005                     /s/  Matthew J. Symonds
                                         ---------------------------------------
                                         By:  Matthew J. Symonds
                                         Its: Chief Executive Officer, Chief
                                         Financial Officer, and Secretary


      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.


Dated:   May 5, 2005                     /s/  Matthew J. Symonds
                                         ---------------------------------------
                                         By:  Matthew J. Symonds, Director


Dated:   May 5, 2005                     /s/  David L. Mayer
                                         ---------------------------------------
                                         By:  David L. Mayer, Director


Dated:   May 5, 2005                     /s/  Dr. Thomas P. Fry
                                         ---------------------------------------
                                         By:  Dr. Thomas P. Fry, Director


                                       31
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                      FOR THE YEARS ENDED DECEMBER 31, 2004
                              AND DECEMBER 31, 2003
<PAGE>

                 [Letterhead of Dohan and Company, CPAs, P.A.]

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Galaxy Minerals, Inc. and Subsidiary
(An Exploration Stage Company)
Lake Villa, Illinois

We have audited the accompanying  consolidated balance sheet of Galaxy Minerals,
Inc. and Subsidiary (An Exploration  Stage Company) as of December 31, 2004, and
the related consolidated statements of operations,  cash flows and stockholders'
equity for the years ended  December  31, 2004 and 2003,  and  cumulative  since
inception (December 19, 1999) to December 31, 2004. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The Company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits included consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2004 and 2003,  and the results of their  operations and their cash
flows  for the years  then  ended and since  inception  (December  19,  1999) to
December  31,  2004,  in  conformity  with U.S.  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
consolidated financial statements,  the Company is an exploration stage company,
has continued to incur exploration stage losses, has used, rather than provided,
cash  from  exploration  stage  activities  and has an  accumulated  deficit  of
$12,906,029.  These  factors,  and  others,  raise  substantial  doubt about the
Company's ability to continue as a going concern.  The ability of the Company to
continue  operations is subject to its ability to secure  additional  capital to
meet its obligations  and to fund  operations.  Management's  plans in regard to
these  matters  are  also  described  in  Note 3 to the  consolidated  financial
statements.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.


                                            /s/ Dohan and Company, CPAs, P.A.


Miami, Florida
April 29, 2005


                                      F 1
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2004

                                     ASSETS

Current assets
      Cash and cash equivalents                                    $    405,749
      Marketable securities - trading                                   579,126
      Deferred tax asset, less valuation allowance of
      $2,545,283                                                             --
                                                                   ------------
            Total current assets                                        984,875

      Investment in Langley Park Investment PLC                       2,055,790
                                                                   ------------

                       TOTAL ASSETS                                $  3,040,665
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
      Accounts payable and accrued expenses                        $     14,000
                                                                   ------------
                    Total current liabilities                            14,000
                                                                   ------------

Minority interest in consolidated joint venture                         (38,981)
                                                                   ------------

Commitments and contingencies (Notes 5, 9, and 10)

Stockholders' equity
      Preferred Stock - $.001 par value;
      10,000,000 shares
         authorized, none issued and
         outstanding
      Common stock - $.001 par value;
      500,000,000 shares
         authorized, 392,859,952 issued and
         outstanding                                                    392,860
      Additional paid-in-capital                                     15,578,815
      Deficit accumulated during the exploration stage              (12,726,416)
      Deficit                                                          (179,613)
                                                                   ------------
                    Total stockholders' equity                        3,065,646
                                                                   ------------

      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                                         $  3,040,665
                                                                   ============

                 See notes to consolidated financial statements.


                                      F 2
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                         Cumulative to date
                                                                For the years ended        since inception
                                                                    December 31,         (December 19,1999)
                                                             2004            2003       to December 31, 2004
<S>                                                     <C>              <C>              <C>
EXPLORATION STAGE EXPENSES
   Minerals property acquisition costs                      7,120,000               --        7,120,000
   Exploration costs                                           43,551               --           43,551
   Laboratory fees                                              4,264               --            4,264
   Interest expense                                                --              350            4,222
   Professional and consulting fees                         2,728,131           10,973        2,834,748
   General and administrative                                  32,924              221           34,121
   Impairment of investment                                 2,312,774               --        2,312,774
                                                        -------------    -------------    -------------
TOTAL EXPLORATION STAGE EXPENSES                           12,241,644           11,544       12,353,680
                                                        -------------    -------------    -------------

EXPLORATION STAGE LOSS                                    (12,241,644)         (11,544)     (12,353,680)

OTHER EXPENSES
   Loss on sale of marketable securities - realized           (87,407)              --          (87,407)
   Loss on sale of marketable securities - unrealized        (324,310)              --         (324,310)
                                                        -------------    -------------    -------------
TOTAL OTHER EXPENSES                                         (411,717)              --         (411,717)
                                                        -------------    -------------    -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                    (12,653,361)         (11,544)     (12,765,397)

PROVISION FOR INCOME TAXES                                         --               --               --

MINORITY INTEREST IN NET LOSS OF
   CONSOLIDATED JOINT VENTURE                                  38,981               --           38,981
                                                        -------------    -------------    -------------

NET LOSS                                                $ (12,614,380)   $     (11,544)   $ (12,726,416)
                                                        =============    =============    =============
Net loss per common share,
   basic and fully diluted                              $       (0.05)   $       (0.01)
                                                        =============    =============

Weighted average common shares outstanding
   basic and fully diluted                                262,685,923        2,054,667
                                                        =============    =============
</TABLE>

                 See notes to consolidated financial statements.


                                      F 3
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         Cumulative
                                                             For the years ended       since inception
                                                                December 31,         (December 19, 1999)
                                                          2004             2003      to December 31, 2004
<S>                                                    <C>             <C>             <C>
Cash flows from exploration stage activities
  Net loss                                             $(12,614,380)   $    (11,544)   $(12,726,416)
                                                       ------------    ------------    ------------
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Loss on sale of marketable securities                   411,717              --         411,717
    Impairment of investment                              2,312,774              --       2,312,774
    Common stock issued for services                      2,680,000           3,080       2,736,680
    Common stock issued for minerals property
         acquisition costs                                7,000,000              --       7,000,000
    Accrued interest on loan payable officer                     --              --           3,067
    Increase (decrease) in:
      Accounts payable and accrued expenses                   6,396          (1,807)         14,000
                                                       ------------    ------------    ------------
      Total adjustments                                  12,410,887           1,273      12,478,238
                                                       ------------    ------------    ------------
      Net cash used in exploration stage activities        (203,493)        (10,271)       (248,178)
                                                       ------------    ------------    ------------

Cash flows from investing activities
  Proceeds from sale of marketable securities               640,593              --         640,593
                                                       ------------    ------------    ------------
      Net cash provided by investing activities             640,593              --         640,593
                                                       ------------    ------------    ------------

Cash flows from financing activities
   Proceeds from sales of common stock                           --              --           1,350
   Capital Contribution from officer                          7,604           9,200          16,804
   Proceeds from shareholder loan                           235,372              --         235,372
   Proceeds from note payable officer                            --           1,074          34,161
   Payment of shareholder loans                            (235,372)             --        (235,372)
   Minority interest in consolidated joint venture          (38,981)             --         (38,981)
                                                       ------------    ------------    ------------
      Net cash (used by) provided by financing
      activities                                            (31,377)         10,274          13,334
                                                       ------------    ------------    ------------

Net increase in cash                                        405,723               3         405,749
Cash, beginning of year                                          26              23              --
                                                       ------------    ------------    ------------
Cash, end of year                                      $    405,749    $         26    $    405,749
                                                       ============    ============    ============

Supplemental disclosure of cash flow information
------------------------------------------------
Cash paid during the year for

  Interest                                             $         --    $         --    $         --
                                                       ============    ============    ============
  Income taxes                                         $         --    $         --    $         --
                                                       ============    ============    ============

Non-cash financing Activities

   Common stock issued for services                    $  2,680,000    $      3,080    $  2,736,680
                                                       ============    ============    ============
   Common stock issued for investment                  $  6,000,000    $         --    $  6,000,000
                                                       ============    ============    ============
   Common stock issued for minerals
       property acquisition costs                      $  7,000,000    $         --    $  7,000,000
                                                       ============    ============    ============
   Common stock issued for commissions                 $  1,800,000    $         --    $  1,800,000
                                                       ============    ============    ============
</TABLE>


                                      F 4
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                                    <C>             <C>             <C>
   Advances contributed to capital by officer          $      7,604    $     37,228    $     44,832
                                                       ============    ============    ============
   Unrealized loss on available-for-sale securities,
     net of deferred tax of $--                        $    324,310    $               $    324,310
                                                       ============    ============    ============
</TABLE>

                 See notes to consolidated financial statements.


                                      F 5
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                         Value       Common Stock      Preferred  Additional             Accumulated
                                          Per                            Stock     Paid-in                 During          Total
                                         Share     Shares   $.001 Par  $.001 Par   Capital     Deficit    Development  Stockholders'
                                                                                                            Stage         Equity
<S>                                      <C>   <C>          <C>        <C>      <C>           <C>        <C>           <C>
Shares issued for cash                    0.05      32,400  $      32  $    --  $      1,318         --  $         --  $      1,350

Shares issued in exchange for
   legal services - December 1999         0.05      62,400         63       --         2,537         --            --         2,600

Shares issued in exchange for
   management services - December 1999   0.001   1,140,000      1,140       --          (140)        --            --         1,000

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

Balance, December 31, 1999                       1,234,800      1,235       --         3,715         --       (17,300)      (12,350)

Shares issued in exchange for
   management services - December 2000    0.05   1,200,000      1,200       --        48,800         --            --        50,000

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

Balance, December 31, 2000                       2,434,800      2,435       --        52,515         --       (73,092)      (18,142)

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

Balance, December 31, 2001                       2,434,800      2,435       --        52,515         --       (84,125)      (29,175)

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

Balance, December 31, 2002                       2,434,800      2,435       --        52,515         --      (100,492)      (45,542)

Shares issued in exchange for
    financial services  May 2003          0.02      46,200         46       --         3,034         --            --         3,080
</TABLE>


                                      F 6
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<S>                                      <C>   <C>          <C>        <C>      <C>           <C>        <C>           <C>
Capital contributed by officer                          --         --       --        46,428         --            --        46,428

Net Loss                                                --         --       --            --         --       (11,544)      (11,544)
                                              ------------  ---------  -------  ------------  ---------  ------------  ------------

Balance, December 31, 2003                       2,481,000      2,481       --       101,977         --      (112,036)       (7,578)

Capital contribution by officer                         --         --       --         7,604         --            --         7,604

Shares issued in reverse merger
   exchange of acquisition of
   Yellow Jacket Finance Limited
   February 2004                               289,200,000    289,200       --      (109,587)  (179,613)           --            --

Shares issued in exchange for
   consulting services - April 2004       0.40   4,800,000      4,800       --       155,200         --            --       160,000

Shares issued in exchange for
   services provided by board
   of directors - April 2004              0.40   3,600,000      3,600       --       116,400         --            --       120,000

Shares issued in exchange for
   investment in Langley Park
   Investments PLC, net of
   finder's fee of $1,800,000
   charged to additional paid-in
   capital - July 2004                    0.38  37,894,740     37,895       --     4,162,105         --            --     4,200,000

Shares issued in exchange for
   investment in Amulet Holdings -
   August 2004                            0.20  42,000,000     42,000       --     6,958,000         --            --     7,000,000

Shares issued in exchange for
   consulting services - August 2004      0.40   7,200,000      7,200       --     2,392,800         --            --     2,400,000
</TABLE>


                                      F 7
<PAGE>


                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<S>                                      <C>   <C>          <C>        <C>      <C>           <C>        <C>           <C>
Shares issued in exchange for
   commission due to acquisition
   of Amulet Holdings
   investment - September 2004            0.38   5,684,212      5,684       --     1,794,316         --            --     1,800,000

Net Loss                                                --         --       --            --         --   (12,614,380)  (12,614,380)
                                              ------------  ---------  -------  ------------  ---------  ------------  ------------

Balance, December 31, 2004                     392,859,952  $ 392,860  $    --  $ 15,578,815  $(179,613) $(12,726,416) $  3,065,646
                                              ============  =========  =======  ============  =========  ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                      F 8
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business  Activity - Galaxy  Minerals,  Inc. and  Subsidiary  (f/k/a Golden Sand
Eco-Protection,  Inc.)  ("the  Company")  (an  exploration  stage  company) is a
Florida  corporation  formed in December  1999,  originally to provide  memorial
products and services  through the Internet.  On February 23, 2004,  there was a
change of control of the Company when the previous majority owner sold 7,550,000
shares,  representing  approximately 91% of the then issued common shares of the
Company to Yellow Jacket Investments  Limited, a British Virgin Islands company.
Following the reverse  acquisition of Yellow Jacket  Finance  Limited (a British
Virgin  Islands  company)  on April 20,  2004,  the  Company  is  engaged in the
acquisition, development and exploitation of mineral assets.

Reverse Merger - The  acquisition of Yellow Jacket Finance  Limited was effected
through a share  exchange.  The Company  issued 241 million shares of its common
stock in exchange for the entire share capital of Yellow Jacket Finance Limited.
The  transaction  has been reflected in the accounts of the Company as a reverse
merger.  The aggregate par value of the 241 million shares issued by the Company
has been applied first against additional  paid-in capital,  with the balance to
deficit.  Prior year  financial  statements  have been  restated  to reflect the
activity of Yellow Jacket Finance Limited.

Basis of  Consolidation  - The  consolidated  financial  statements  include the
accounts of Galaxy Minerals, Inc. and its wholly-owned subsidiary, Yellow Jacket
Finance  Limited.  All  material  intercompany  balances and  transactions  were
eliminated in the consolidation.

Cash and Cash Equivalents

The  Company  considers  all highly  liquid  debt  instruments  with an original
maturity of three months or less at the date of purchase to be cash equivalents.

Advertising and Marketing Costs

Advertising  and  marketing  costs  are  charged  to  operations  in the  period
incurred.  Advertising  expense for the year ended December 31, 2004, was $1,615
and is included in "General and  administrative  expenses"  in the  consolidated
statements of operations.

Fair Value of Financial Instruments

Financial  instruments,  including cash,  securities,  and accounts payable, are
carried  at amounts  which  reasonably  approximate  their fair value due to the
short-term  nature of these amounts or due to variable  rates of interest  which
are consistent with market rates.

Concentrations of Credit Risk and Economic Dependence

Financial instruments,  which potentially subject the Company to a concentration
of credit risk, are cash and cash equivalents. The Company currently maintains a
substantial  portion  of its  day-to-day  operating  cash  balances  at a single
financial institution.  The Company had cash balances of $249,850 as of December
31, 2004, which are in excess of federally insured limit.


                                      F 9
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-based compensation

The  Company  accounts  for  its  stock-based  compensation   arrangements  with
employees  in  accordance  with  Accounting  Principles  Board  Opinion  No. 25,
"Accounting   for  Stock   Issued  to   Employees"   ("APB   25")  and   related
interpretations.  As such, compensation expense under fixed term option plans is
recorded  at the date of grant only to the extent  that the market  value of the
underlying  stock at the date of grant exceeds the exercise  price.  The Company
recognizes compensation expense for stock options, common stock and other equity
instruments  issued to non-employees  for services  received based upon the fair
value of the services or equity instruments  issued,  whichever is more reliably
determined.  Stock  compensation  expense is  recognized  as the stock option is
earned, which is generally over the vesting period of the underlying option.

Recently Issued Accounting Pronouncements

In April 2003, FASB issued Statements of Financial  Accounting Standards No. 149
"Amendment of Statement 133 on Derivative  Instruments  and Hedging  Activities"
("SFAS 149"). SFAS 149 amends and clarifies  financial  accounting and reporting
for derivative instruments, including certain derivative instruments embedded in
other  contracts  and for  hedging  activities  under  FASB  Statement  No.  133
"Accounting  for Derivative  Instruments  and Hedging  Activities".  SFAS 149 is
generally effective for contracts entered into or modified after June 30, 2003.

In May 2003, FASB issued  Statements of Financial  Accounting  Standards No. 150
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes  standards for how an
issuer   classifies   and   measures   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.

In December  2003,  the  Financial  Accounting  Standards  Board (FASB) issued a
revised  Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
(FIN 46R). FIN 46R addresses  consolidation by business  enterprises of variable
interest  entities and significantly  changes the  consolidation  application of
consolidation   policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in similar  activities  when those
activities are conducted  through variable interest  entities.  The Company does
not hold any variable interest entities.

In November 2004, the FASB issued Statement No. 151, "Inventory Costs", to amend
the guidance in Chapter 4,  "Inventory  Pricing",  of FASB  Accounting  Research
Bulletin  (ARB)  No.  43,  "Restatement  and  Revision  of  Accounting  Research
Bulletins",  which will  become  effective  for the Company in fiscal year 2006.
Statement  151 clarifies the  accounting  for abnormal  amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage).  The Statement
requires that those items be recognized as current-period charges. Additionally,
Statement 151 requires that allocation of fixed production overhead to the costs
of  conversion  be based on the normal  capacity of the  production  facilities.
Management  believes that the adoption of SFAS 151 will not affect the Company's
financial position or results of operations.


                                      F 10
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets,"  an  amendment  to  Opinion  No.  29,   "Accounting   for   Nonmonetary
Transactions."  Statement No. 153 eliminates certain differences in the guidance
in Opinion No. 29 as compared to the guidance  contained in standards  issued by
the  International  Accounting  Standards Board. The amendment to Opinion No. 29
eliminates  the fair  value  exception  for  nonmonetary  exchanges  of  similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Such an exchange has
commercial  substance  if the future  cash flows of the entity are  expected  to
change significantly as a result of the exchange.  SFAS No. 153 is effective for
nonmonetary asset exchanges  occurring in periods beginning after June 15, 2005.
Earlier  application is permitted for nonmonetary  asset exchanges  occurring in
periods  beginning after December 16, 2004.  Management does not expect adoption
of SFAS No. 153 to have any impact on the Company's financial statements.

In  December  2004,  the FASB issued SFAS No. 123  (revised  2004)  "Share-Based
Payments",  which is a revision of SFAS No.  123,  "Accounting  for  Stock-Based
Compensation".  SFAS No. 123(R)  supersedes  APB Opinion No. 25,  Accounting for
Stock Issued to  Employees  and amends SFAS No. 95,  "Statement  of Cash Flows".
Generally,  the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However,  SFAS No. 123(R) requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
income  statement based on their fair values.  Pro forma disclosure is no longer
an alternative.  The new standard will be effective for the Company in the first
interim or annual  reporting  period  beginning  after  December 15,  2005.  The
Company expects the adoption of this standard will have a material impact on its
financial statements assuming employee stock options are granted in the future.

The  adoptions  of these new  pronouncements  have not and,  other than as noted
above, are not expected to have a material effect on the Company's  consolidated
financial position or results of operations.

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

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

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

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


                                      F 11
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mineral Properties - Costs of acquisition,  exploration, carrying, and retaining
unproven properties are expensed as incurred.

Reclassifications - Certain amounts in the prior year financial  statements have
been  reclassified  for  comparative  purposes  to conform to the  current  year
presentation.

NOTE 2. INCOME TAXES

At December 31,  2004,  the Company had a net  operating  loss  carryforward  of
approximately  $12,610,000  and a capital  loss  carryforward  of  approximately
$90,000.  The net operating loss may be carried forward to offset federal income
taxes in various  future  years  through  year 2024 and the capital  loss may be
carried forward to future years through year 2009.  During the year 2003,  there
was a significant  ownership  change in the Company as defined in Section 382 of
the Internal Revenue Code. As a result of these changes,  the Company's  ability
to  utilize  net  operating  losses  available  before the  ownership  change is
restricted to a percentage of the market value of the Company at the time of the
ownership change. Therefore,  substantial net operating loss carryforwards will,
in all likelihood, be reduced or eliminated in future years due to the change in
ownership.

SFAS No. 109 provides for the recognition and measurement of deferred income tax
benefits  based on the  likelihood  of their  realization  in  future  years.  A
valuation  allowance must be established to reduce  deferred income tax benefits
if it is more  likely  than not  that,  a portion  of the  deferred  income  tax
benefits  will not be  realized.  It is  management's  opinion  that the  entire
deferred  tax  benefit  of  $2,545,283  resulting  from the net  operating  loss
carryforward  may not be  recognized  in future  years.  Therefore,  a valuation
allowance equal to the deferred tax benefit of $2,545,283 has been  established,
resulting in no deferred tax benefit as of the balance sheet date.

NOTE 3. GOING CONCERN AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements,  the Company incurred net
losses of  approximately  $12,614,380  for the year ended December 31, 2004, and
has an  accumulated  deficit  of  $12,906,029.  The  ability  of the  Company to
continue as a going  concern is dependent  upon its ability to obtain  financing
and achieve  profitable  operations.  Although the Company completed a financing
via a stock swap with Langley Park  Investments  Plc of the UK on September  30,
2004,  the Company  cannot be sure of meeting its cash  requirements  until such
time as it begins  operations.  The  consolidated  financial  statements  do not
include any adjustments  that might be necessary should the Company be unable to
continue as a going concern.

The  business  of  acquiring,  developing  and  exploiting  minerals  assets  is
contingent upon the ability to secure adequate  financing.  Management  believes
that this  financing  will be  necessary  in order to  continue.  The Company is
actively  pursuing several forms of equity  financing,  although there can be no
assurances  that we will be  successful in procuring  such  financing or that it
will be available on acceptable  terms.  The Company has concluded  equity swaps
with Langley Park Investments Plc and has liquidated a portion of this equity to
meet  ongoing  cash  commitments.  However,  it  intends  to  actively  initiate
additional capital raising exercises to better position the Company.

NOTE 4. MARKETABLE SECURITIES

The  Company  classifies  marketable  securities  in  two  categories:   trading
securities or available-for-sale  securities. Trading securities are measured at
fair   value,   with   unrealized   gains  and   losses   included   in  income.
Available-for-sale  securities  are measured at fair value,  with net unrealized
gains and losses  reported  in other  comprehensive  income.  Available-for-sale
securities with measured declines that are not considered temporary are included
in income.  The Company's  marketable  equity securities have been classified as
trading  securities.  Fair values for marketable  securities are based on quoted
market  prices.  The  following  is a summary  of the  Company's  investment  in
marketable equity securities as of December 31, 2004:


                                      F 12
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities                               Cost          Unrealized      Estimated
                                                         Losses       Fair Value
--------------------------------------------------------------------------------

Langley Park Investments Plc            $ 903,436      ($324,310)      $ 579,126
                                        =========      =========       =========

NOTE 5. COMMITMENTS AND CONTINGENCIES

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

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

Oatman/Lexington Mines

On October 31, 2004,  the Company  entered into o joint venture  agreement  with
Searchlight  Exploration,  LLC  ("Searchlight"),  an Arizona  limited  liability
company, who owns the Oatman/LexingtonMines.  The Oatman/Lexington Mines consist
of 7 patented (privately-owned land where owner can mine or convey rights to the
property)  and 76 unpatented  (government-owned  land where the  government  has
conveyed the right to mine the  property)  mining  claims in and around  Oatman,
Arizona. Pursuant to a joint venture agreement the Company has the right to take
samples and explore at this mine and must put at least $100,000 of work into the
exploration  and sampling at this mine.  Under the  agreement we pay $10,000 per
quarter for the rights under this agreement.  If the Company fails to make these
payments,  Searchlight  has the right to terminate  this  agreement and disallow
further exploration at the mine.

Bonanza Project

On October 31, 2004,  the Company  entered into o joint venture  agreement  with
Searchlight  Exploration,  LLC  (Searchlight),   an  Arizona  limited  liability
company,  who owns the Bonanza Mine. The Bonanza Mine consists of  approximately
5,000  acres of land  located in Mohave  County,  Arizona.  Pursuant  to a joint
venture  agreement the Company has the right to take samples and explore at this
mine and must put at least $100,000 of work into the exploration and sampling at
this mine.  Under the  agreement  the Company  pays  $10,000 per quarter for the
rights  under this  agreement.  If the  Company  fails to make  these  payments,
Searchlight  has the right to terminate  this  agreement  and  disallow  further
exploration at the mine.


                                      F 13
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December  31,  2004,  the Company had no  commitments  with respect to the
development of its mineral assets.

NOTE 6. REVERSE STOCK SPLIT

Pursuant  to a  resolution  of the  Directors,  on April 15,  2004,  the Company
affected a 4-for-1 reverse stock split of its common stock. There were 8,270,000
shares of Common Stock outstanding prior to the reverse stock split. Immediately
following  the reverse  stock  split,  there were  2,067,500  shares  issued and
outstanding.  The prior year financial  statements have been restated to reflect
the reverse stock split.

NOTE 7. JOINT VENTURE

On  February  14,  2004,  Yellow  Jacket  Finance  Limited  ("YJF")  and Stealth
Enterprises,  Inc.  ("Stealth")  entered  into a  Memorandum  of  Joint  Venture
Agreement "JV Agreement").  Under the terms of the JV Agreement, JYF and Stealth
agreed to share the net proceeds  from the  exploitation  of 52 mineral  claims,
totaling  1,040  acres,  in  Santa  Cruz  County,  Arizona  in the  ratio  51:49
(YJF:Stealth).  The minerals claims are owned by Stealth. Although YJF agreed to
procure  loans of up to $1.1 million for the  exploitation  of the Yellow Jacket
and Phoenix mines,  the Company expects to be able to fund the exploration  from
its own resources and has released YJF from its  commitment.  YJF, in turn,  has
released  Yellow  Jacket  Investments  Limited from its  commitment  to YJF. The
Company  acquired YJF on April 26, 2004,  in a  transaction  accounted  for as a
reverse merger.

Because  the  Company  has a 51%  interest  in  the  extracted  minerals  and no
ownership of the mine,  Stealth  Enterprises  owns 100 percent of the mine,  the
joint venture is not  consolidated  in the financial  statements of the Company.
Instead,  the actual costs of exploration  and extraction  have been recorded in
the financial statements.

NOTE 8. CONSULTING FEES AND DIRECTORS' FEES

On April 20, 2004,  the Company issued  4,000,000  shares in  consideration  for
consulting services pursuant to an S-8 Registration  Statement.  In addition, on
the same day, 300,000  unrestricted and 700,000 restricted shares were issued to
each of the three directors of the Company in consideration for directors' fees.
The value of the  Company's  stock on April 20,  2004,  was  $0.04.  The  entire
implied  cost  of the  consulting  fees  and  directors'  fees of  $280,000  was
recognized as an expense in the statement of operations for the second quarter.

On August 19, 2004, the Company issued  6,000,000  shares in  consideration  for
consulting services pursuant to an S-8 Registration Statement.  The value of the
Company's  stock on August 19, 2004,  was $0.40.  The entire implied cost of the
consulting  fees of $2,400,000  was recognized as an expense in the statement of
operations for the third quarter.


                                      F 14
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. STOCK SWAP WITH LANGLEY PARK INVESTMENTS PLC

On July  15,  2004,  the  Company  entered  into a  conditional  Stock  Purchase
Agreement with Langley Park  Investments  Plc.  Pursuant to the  agreement,  the
Company  agreed  to issue  31,578,950  shares  of common  stock,  restricted  in
accordance with Rule 144 of the Securities Act of 1933, in exchange for a number
of ordinary  shares of Langley  calculated  by dividing  the market value of the
Company's  common stock by the US  dollar/pound  sterling  exchange  rate at the
close of business on the night before closing.

Langley was a privately-held  foreign corporation,  located in London, which was
formed for the purpose of entering into similar stock exchange  transactions and
obtained a listing on the London Stock  Exchange on September 30, 2004.  Langley
received  the  shares of common  stock  from  escrow,  subject to a two (2) year
lock-up,  and the Company received one-half (1/2) of the Langley shares with the
other half  remaining  in escrow for two years.  Two (2) years after the date of
the agreement,  the market value of the Company's  common stock will be compared
to the market value on the date of the  agreement,  which was agreed to be $0.38
per share, or  $12,000,000.  If the market value in two (2) years is the same or
higher  than it is now,  then at that time the Company  will  receive all of the
remaining Langley shares held in escrow. If the market value in two (2) years is
lower than it is now,  then for each  percentage  point  decline  in value,  the
Company must sell a corresponding percentage of the Langley shares still held in
escrow back to Langley for nominal  consideration,  up to the maximum  number of
shares then held in escrow,  and the balance are  released to the  Company.  The
market value of the  Company's  common stock is measured as the average  closing
bid price during the ten (10) trading days  immediately  before the two (2) year
anniversary of the agreement.

In view of the lack of marketability,  the size and the minority position of the
holder, the issuance of Company common stock to Langley was deemed to have taken
place at $0.19 for the purposes of the financial  statements,  a 50% discount to
the $0.38  price in the Stock  Purchase  Agreement.  The  carrying  value of the
Langley shares was further impaired in light of trading of Langley shares on the
London Stock Exchange.

In connection with the transaction, the Company agreed to pay a finders fee to a
third  party of  991,190  Langley  shares  (equal to 15% of the  Langley  shares
received),  plus  4,736,843  shares of Company common stock (equal to 15% of the
number of shares of Company common stock issued to Langley) plus the same number
of warrants over Company  common stock with a strike price of $0.38.  The entire
finder's fee was charged to additional paid-in capital.

NOTE 10. ACQUISITION OF RIGHTS TO CULLEBRILLAS MINE, PERU

On August 19, 2004,  the Company  entered into a Joint  Venture  Agreement  with
Javier  Iparraguirre  Segastegui of Peru.  Segastegui  owns a full and undivided
interest in eight gold metallic mining  concessions  known as the  "Cullebrillas
Mine", consisting of from 41 to 957 hectares each. The purpose of this Agreement
was to  obtain  a  lease  and  rights  to up to 90% of the  net  profits  in the
Cullebrillas  Mine and an option to purchase the Mine. The term of the Agreement
is ten  years,  with an option to extend the term for an  additional  ten years,
until July 30, 2024.


                                      F 15
<PAGE>

                      GALAXY MINERALS, INC. AND SUBSIDIARY
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the terms of the Agreement,  the Company paid $120,000 to Segastegui
during the year. During the lease, the Company is obligated to commit $1,500,000
over eighteen months commencing  September 15, 2004, for an initial  exploration
drilling program and, depending upon the results of that program may be required
to commit further sums for capital expenditure.  Upon presentation to Segastegui
of the  necessary  findings,  the Company  will receive  title to the  Property.
Segastegui  will receive 10% net profits  interest in Mine production and 5% net
smelter returns royalty. Segastegui will also receive $1 per Troy ounce for each
1,000,000  ounces of gold validated in the proven gold reserve  status,  payable
quarterly over five years.

At the same time, the Company entered into a compensation  agreement with Amulet
Holdings  Limited,  located in Seychelles,  to compensate Amulet for its efforts
and its waiver of rights in securing the Project  Joint Venture  Agreement.  The
Company issued Amulet  35,000,000  restricted 144 shares and, should  production
commence, Amulet will be entitled to 25% of the net proceeds, payable quarterly.

The cost of acquiring  rights to the  Cullebrillas  mine,  including  the market
value of the shares of common stock issued to Amulet,  has been  expensed in the
quarter.  The  shares of common  stock  issued to Amulet  were  valued at 50% of
market value to reflect lack of marketability,  the size of the issuance and the
minority position of Amulet.

NOTE 11.  RELATED PARTY TRANSACTIONS

During the year ended December 31, 2004, a shareholder of the Company loaned the
Company,  $162,791 dollars for working capital, which was repaid during the year
ended.

Also, during the year another shareholder loaned the Company $72,581 for working
capital. This amount was repaid prior to the year ended.

NOTE 12.  SUBSEQUENT EVENTS

20% STOCK DIVIDEND

On March 16, 2005, the Company declared a 20% stock dividend for stockholders of
record as of March 31, 2005. The financial  statements  have been  retroactively
restated to reflect the 20% stock dividend.


                                      F 16