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):                   May 9, 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 1.01   Entry Into a Material Definitive Agreement.

      On May 9, 2005,  we entered  into a  Securities  Purchase  Agreement  (the
"Agreement") with GCA Strategic  Investment Fund Limited ("GCA Fund"),  pursuant
to which GCA Fund agreed to purchase  Convertible  Secured Promissory Notes (the
"Notes") from us, in an amount up to a total of $6,000,000. Under the Agreement,
GCA Fund will  purchase the Notes at our request  until a total of $6,000,000 in
Notes has been purchased.

      Upon the execution of the Agreement,  on May 9, 2005, at our request,  GCA
purchased  Notes totaling  $2,200,000.  Under the terms of the Agreement and the
Notes, we only receive 85% of our requested amount in cash. Therefore, on May 9,
2005,  we received  $1,870,000  from GCA Fund in exchange for the Note  totaling
$2,200,000.  GCA Fund has also given us written  confirmation of their intention
to purchase an  additional  $300,000 Note as soon as we are able to increase our
authorized common stock.

      The Notes are due five years from  their  date of  issuance.  If we do not
timely  pay the  Notes in  accordance  with  their  terms  they  begin to accrue
interest  at a rate of twelve  percent  (12%) per  annum.  GCA Fund also has the
option,  at any time,  to convert the amounts due under the Notes into shares of
our common  stock.  The number of shares of common  stock to be issued upon each
conversion  shall be  determined  by dividing  the amount to be converted by the
conversion  price in effect on the date a notice of  conversion  is delivered to
us. The  conversion  price is equal to 95% of the  average  of the three  lowest
closing bid prices for the twenty (20)  trading  days  immediately  prior to the
date of the  related  notice of  conversion.  If GCA Fund  elects to convert any
amounts due under the Notes,  in addition to the common stock, we will issue GCA
Fund a Common Stock Purchase Warrant  exercisable for shares of our common stock
equal to fifteen  percent  (15%) of the number of common  shares  into which the
Notes are  convertible  on the trading day prior to the Closing  Date. On May 9,
2005, with our initial $2,200,000 Note, we issued GCA Fund a warrant to purchase
9,705,882 shares of our common stock.

      Pursuant  to the terms of a  Security  Agreement  dated May 9,  2005,  our
repayment  of the  principal  and interest due under the Notes is secured by all
our rights,  title and interest,  including proceeds thereof,  that we currently
have in the following:  (i) the Joint Venture  Agreement  relating to the Yellow
Jacket and Phoenix  Mines and  adjoining  areas;  (ii) the  Project  Acquisition
Agreement between us, Searchlight  Exploration,  LLC and The McIntyre/Bauman New
Jersey  Trust dated as of October 31,  2004;  and (iii) the Bonanza Gold Project
Acquisition  Agreement between us and Searchlight  Exploration,  LLC dated as of
March 14, 2005.

      Pursuant  to the terms of a  Registration  Rights  Agreement  dated May 9,
2005,  we  agreed  to file a  registration  statement  with the  Securities  and
Exchange  Commission  within  45 days  (June  23,  2005)  from  the  date of the
Agreement  covering the resale of any common stock  acquired by (or  potentially
acquirable  by) GCA Fund upon the  conversion  of the Notes,  or exercise of the
Common Stock Purchase Warrants, with a goal of having the registration statement
declared  effective  on a date no longer  than  ninety days from the date of the
Agreement (August 8, 2005).


                                       2
<PAGE>

      In order to induce GCA Fund to execute the  Agreement,  GCA Fund  required
security in addition to the security offered by us under the Security Agreement.
Therefore, Oro Blanco, LLC, a Nevada limited liability company, Scott Goldstein,
an individual, and Stealth Enterprises Inc., an Illinois corporation, executed a
Pledge  Agreement in favor of GCA Fund,  pledging the mineral rights they own in
the Yellow Jacket and Phoenix Gold Mines to further secure our payment under the
Notes. In exchange for these parties executing the Pledge Agreement, we executed
a Security Agreement with Oro Blanco, LLC, dated May 6, 2005, wherein we granted
Oro  Blanco,  LLC,  a first lien and  security  interest  in all our  equipment,
including our mining equipment,  all our vehicles,  any property  purchased with
the GCA Fund financing,  and any other personal  property we own that is located
at the Yellow Jacket and Phoenix Mines, up to a total of $1,750,000.

Item 3.02   Unregistered Sales of Equity Securities

      On  May  9,  2005,  in  conjunction  with  the  above-described  financing
transaction,  we issued a Convertible  Secured  Promissory Note in the principal
amount of  $2,200,000  and Warrants to purchase  9,705,882  shares of our common
stock to one  investor,  GCA Fund,  in  exchange  for  $1,870,000  in cash.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and the shareholder is accredited.

EXHIBITS

10.1        Securities  Purchase  Agreement with GCA Strategic  Investment  Fund
            Limited dated May 9, 2005

10.2        Form  of  Convertible  Secured  Promissory  Note  to  GCA  Strategic
            Investment Fund Limited

10.3        Form of  Common  Stock  Purchase  Warrant  issued  to GCA  Strategic
            Investment Fund Limited

10.4        Security Agreement with GCA Strategic  Investment Fund Limited dated
            May 9, 2005

10.5        Registration  Rights  Agreement with GCA Strategic  Investment  Fund
            Limited dated May 9, 2005

10.6        Escrow  Agreement with GCA Strategic  Investment  Fund Limited dated
            May 9, 2005

10.7        Pledge Agreement with Scott Goldstein,  Stealth  Enterprises,  Inc.,
            Oro Blanco, LLC, GCA Strategic  Investment Fund Limited dated May 6,
            2005

10.8        Security Agreement with Oro Blanco Mining, LLC dated May 6, 2005


                                       3
<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:  May 13, 2005                                /s/ Matthew J. Symonds
                                                    ----------------------------
                                                    By:  Matthew J. Symonds
                                                    Its:  President


                                       4
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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):                   May 9, 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 1.01   Entry Into a Material Definitive Agreement.

      On May 9, 2005,  we entered  into a  Securities  Purchase  Agreement  (the
"Agreement") with GCA Strategic  Investment Fund Limited ("GCA Fund"),  pursuant
to which GCA Fund agreed to purchase  Convertible  Secured Promissory Notes (the
"Notes") from us, in an amount up to a total of $6,000,000. Under the Agreement,
GCA Fund will  purchase the Notes at our request  until a total of $6,000,000 in
Notes has been purchased.

      Upon the execution of the Agreement,  on May 9, 2005, at our request,  GCA
purchased  Notes totaling  $2,200,000.  Under the terms of the Agreement and the
Notes, we only receive 85% of our requested amount in cash. Therefore, on May 9,
2005,  we received  $1,870,000  from GCA Fund in exchange for the Note  totaling
$2,200,000.  GCA Fund has also given us written  confirmation of their intention
to purchase an  additional  $300,000 Note as soon as we are able to increase our
authorized common stock.

      The Notes are due five years from  their  date of  issuance.  If we do not
timely  pay the  Notes in  accordance  with  their  terms  they  begin to accrue
interest  at a rate of twelve  percent  (12%) per  annum.  GCA Fund also has the
option,  at any time,  to convert the amounts due under the Notes into shares of
our common  stock.  The number of shares of common  stock to be issued upon each
conversion  shall be  determined  by dividing  the amount to be converted by the
conversion  price in effect on the date a notice of  conversion  is delivered to
us. The  conversion  price is equal to 95% of the  average  of the three  lowest
closing bid prices for the twenty (20)  trading  days  immediately  prior to the
date of the  related  notice of  conversion.  If GCA Fund  elects to convert any
amounts due under the Notes,  in addition to the common stock, we will issue GCA
Fund a Common Stock Purchase Warrant  exercisable for shares of our common stock
equal to fifteen  percent  (15%) of the number of common  shares  into which the
Notes are  convertible  on the trading day prior to the Closing  Date. On May 9,
2005, with our initial $2,200,000 Note, we issued GCA Fund a warrant to purchase
9,705,882 shares of our common stock.

      Pursuant  to the terms of a  Security  Agreement  dated May 9,  2005,  our
repayment  of the  principal  and interest due under the Notes is secured by all
our rights,  title and interest,  including proceeds thereof,  that we currently
have in the following:  (i) the Joint Venture  Agreement  relating to the Yellow
Jacket and Phoenix  Mines and  adjoining  areas;  (ii) the  Project  Acquisition
Agreement between us, Searchlight  Exploration,  LLC and The McIntyre/Bauman New
Jersey  Trust dated as of October 31,  2004;  and (iii) the Bonanza Gold Project
Acquisition  Agreement between us and Searchlight  Exploration,  LLC dated as of
March 14, 2005.

      Pursuant  to the terms of a  Registration  Rights  Agreement  dated May 9,
2005,  we  agreed  to file a  registration  statement  with the  Securities  and
Exchange  Commission  within  45 days  (June  23,  2005)  from  the  date of the
Agreement  covering the resale of any common stock  acquired by (or  potentially
acquirable  by) GCA Fund upon the  conversion  of the Notes,  or exercise of the
Common Stock Purchase Warrants, with a goal of having the registration statement
declared  effective  on a date no longer  than  ninety days from the date of the
Agreement (August 8, 2005).

                                       2
In order to induce GCA Fund to execute the  Agreement,  GCA Fund  required
security in addition to the security offered by us under the Security Agreement.
Therefore, Oro Blanco, LLC, a Nevada limited liability company, Scott Goldstein,
an individual, and Stealth Enterprises Inc., an Illinois corporation, executed a
Pledge  Agreement in favor of GCA Fund,  pledging the mineral rights they own in
the Yellow Jacket and Phoenix Gold Mines to further secure our payment under the
Notes. In exchange for these parties executing the Pledge Agreement, we executed
a Security Agreement with Oro Blanco, LLC, dated May 6, 2005, wherein we granted
Oro  Blanco,  LLC,  a first lien and  security  interest  in all our  equipment,
including our mining equipment,  all our vehicles,  any property  purchased with
the GCA Fund financing,  and any other personal  property we own that is located
at the Yellow Jacket and Phoenix Mines, up to a total of $1,750,000.

Item 3.02   Unregistered Sales of Equity Securities

      On  May  9,  2005,  in  conjunction  with  the  above-described  financing
transaction,  we issued a Convertible  Secured  Promissory Note in the principal
amount of  $2,200,000  and Warrants to purchase  9,705,882  shares of our common
stock to one  investor,  GCA Fund,  in  exchange  for  $1,870,000  in cash.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and the shareholder is accredited.

EXHIBITS

10.1        Securities  Purchase  Agreement with GCA Strategic  Investment  Fund
            Limited dated May 9, 2005

10.2        Form  of  Convertible  Secured  Promissory  Note  to  GCA  Strategic
            Investment Fund Limited

10.3        Form of  Common  Stock  Purchase  Warrant  issued  to GCA  Strategic
            Investment Fund Limited

10.4        Security Agreement with GCA Strategic  Investment Fund Limited dated
            May 9, 2005

10.5        Registration  Rights  Agreement with GCA Strategic  Investment  Fund
            Limited dated May 9, 2005

10.6        Escrow  Agreement with GCA Strategic  Investment  Fund Limited dated
            May 9, 2005

10.7        Pledge Agreement with Scott Goldstein,  Stealth  Enterprises,  Inc.,
            Oro Blanco, LLC, GCA Strategic  Investment Fund Limited dated May 6,
            2005

10.8        Security Agreement with Oro Blanco Mining, LLC dated May 6, 2005

                                       3
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:  May 13, 2005                                /s/ Matthew J. Symonds
                                                    ----------------------------
                                                    By:  Matthew J. Symonds
                                                    Its:  President

                                       4