SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


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


        Date of Report (Date of earliest event reported) February 9, 1999



                            GALAXY ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


             Nevada                0-25055                 88-0315212
         (State or Other           (Commission             (IRS Employer
         Jurisdiction of           File Number)            Identification No.)
         Incorporation)


                890 North Industrial Park Drive, Orem, Utah 84057
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (801) 227-0004






Item 5.  Other Events

         On February 9, 1998,  Invest Linc  Emerging  Growth Fund I,  L.L.C.,  a
Nevada limited liability company ("Invest Linc"),  entered into a Stock Purchase
Agreement with  Registrant  whereby Invest Linc agreed to purchase 62,500 shares
of Registrant's  common stock at $4.00 per share for an aggregate purchase price
of  $250,000.  The funds have been paid by, and the Shares  have been issued to,
Invest Linc in accordance with the terms of the Stock Purchase Agreement.  Also,
on February 19, 1999,  Registrant sold an additional 62,500 shares at a purchase
price of $4.00 per share to Invest Linc.  The Company has granted to Invest Linc
certain  registration rights pursuant to an Investor's Rights Agreement executed
in connection  with the sale of the shares.  Invest  Linc's  payment of $500,000
constitute  the first two  installments  of a total  investment of $1,200,000 by
Invest Linc in the Registrant  that the parties  anticipate  will occur over the
next 30 to 45 days.  The total number of common  shares to be acquired by Invest
Linc will be 300,000.

         Registrant  has also agreed to engage  Invest Linc  Capital  Corp.,  an
affiliate of Invest  Linc,  to provide  certain  consulting  services  including
developing  business  and  strategic  alliances,  as well as public and investor
relations,  for a period of two years with  consulting fees of $8,000 per month.
As further  consideration  for these  services,  Registrant will grant to Invest
Linc Capital  Corp.  a five year warrant to purchase up to 100,000  shares at an
exercise price of $4.00 per share.



                                   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 thereunto duly authorized.


                                                        GALAXY ENTERPRISES, INC.
                                                              (registrant)



 February 23, 1999                                       BY:/s/John J. Poelman
 (Date)                                                  ---------------------
                                                         JOHN J. POELMAN,
                                                         CHIEF EXECUTIVE OFFICER