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

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                April 11, 2005


                              Galaxy Minerals, Inc.
             (Exact name of registrant as specified in its charter)


            Florida                   333-95549                  65-0974212
        (State or other              (Commission              (I.R.S. Employer
jurisdiction of incorporation)      File Number)            Identification No.)


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

                          (847) 265-7600 (Registrant's
                     telephone number, including area code)

         (Former name or former address, if changed since last report.)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      Effective  on April 11,  2005,  Mr.  Nicholas  R. Barr  resigned  from his
position as a Director.  We are not aware of any disagreements  with Mr. Barr of
the type  required  to be  disclosed  per Item  5.02(a)  of this  Form  8-K.  In
conjunction  with his  resignation,  Mr.  Barr has  agreed  to  return to us for
cancellation  any shares of our common stock that he received as a Director.  As
of the date  hereof he has not  returned  any of his  shares  for  cancellation;
however we anticipate that the  cancellation of Mr. Barr's shares will result in
the return of approximately 1,200,000 shares of common stock to our treasury.

EXHIBITS

      None.


                                       2
<PAGE>

                                   SIGNATURES

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


                                       Galaxy Minerals, Inc.,
                                       a Florida corporation


Dated:  April 27, 2005                       /s/ Matthew J. Symonds
                                       -------------------------------
                                       By:   Matthew J. Symonds
                                       Its:  President

                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                April 11, 2005

                              Galaxy Minerals, Inc.
             (Exact name of registrant as specified in its charter)

            Florida                   333-95549                  65-0974212
        (State or other              (Commission              (I.R.S. Employer
jurisdiction of incorporation)      File Number)            Identification No.)

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

                          (847) 265-7600 (Registrant's
                     telephone number, including area code)

         (Former name or former address, if changed since last report.)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      Effective  on April 11,  2005,  Mr.  Nicholas  R. Barr  resigned  from his
position as a Director.  We are not aware of any disagreements  with Mr. Barr of
the type  required  to be  disclosed  per Item  5.02(a)  of this  Form  8-K.  In
conjunction  with his  resignation,  Mr.  Barr has  agreed  to  return to us for
cancellation  any shares of our common stock that he received as a Director.  As
of the date  hereof he has not  returned  any of his  shares  for  cancellation;
however we anticipate that the  cancellation of Mr. Barr's shares will result in
the return of approximately 1,200,000 shares of common stock to our treasury.

EXHIBITS

      None.

                                       2
SIGNATURES

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

                                       Galaxy Minerals, Inc.,
                                       a Florida corporation

Dated:  April 27, 2005                       /s/ Matthew J. Symonds
                                       -------------------------------
                                       By:   Matthew J. Symonds
                                       Its:  President

                                       3