FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                   (Check One):

      [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ]Form 11-K [ ] Form 10-Q and
                           [ ]  Form 10-QSB [ ] Form N-SAR


         For Period Ended:  DECEMBER 31, 1998
      [ ] Transition Report on Form 10-K
      [ ] Transition  Report  on Form  20-F
      [ ] Transition  Report  on Form 11-K 
      [ ] Transition Report on Form 10-Q
      [ ] Transition Report on Form N-SAR
         For the Transition Period Ended: ______________________

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  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

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         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

         NOT APPLICABLE

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Part I - Registrant Information

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         Full Name of Registrant:  GALAXY ENTERPRISES, INC.

         Former Name if Applicable:  N/A


         Address of Principal Executive Office (Street and Number):
                             890 North Industrial Park Drive

         City, State and Zip Code:  Orem,  Utah  84057

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Part II - Rules 12b-25(b) and (c)

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If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).

                  (a)      The reasons  described in  reasonable  detail in Part
                           III of this  form  could  not be  eliminated  without
                           unreasonable effort or expense;

                  (b)      The  subject  annual  report,   semi-annual   report,
                           transition  report on Form 10- K, Form 20-F,  11-K or
                           Form N-SAR,  or portion  thereof  will be filed on or
                           before  the  fifteenth  calendar  day  following  the
 [X]                      prescribed due date; or the subject  quarterly report
                           or transition report on Form 10-Q, or portion thereof
                           will be filed on or  before  the fifth  calendar  day
                           following the prescribed due date; and

                  (c)      The accountant's  statement or other exhibit required
                           by Rule 12b-25(c) has been attached if applicable.

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Part III - Narrative Response

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State below in  reasonable  detail the  reasons why Form 10-K and 10-KSB,  20-F,
11-K,  10-Q,  N-SAR,  or the transition  report or portion  thereof could not be
filed within the prescribed period.

SEE ATTACHED SHEET.

                                                (Attach  Extra Sheets if Needed)


Part IV - Other Information


         (1)      Name and  telephone  number of person to  contact in regard to
                  this notification

         BRENT CHRISTENSEN, ESQ.                             (801) 532-1234
                  (Name)                        (Area Code)  (Telephone Number)

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                [X] Yes [ ] No


         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                 [ ] Yes [X] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.



                            GALAXY ENTERPRISES, INC.
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Dated March 31, 1999   By              /S/ Frank C. Heyman
                          --------------------------------
                         Frank C. Heyman, Chief Financial Officer



                                   ATTACHMENT

Part III:  Narrative Response

Registrant  filed a Form 10-SB on November  12,  1998,  which went  effective on
January 12, 1999. On January 27, 1999, after the effective date, the SEC sent to
Registrant a comment letter raising certain issues and comments. Pursuant to the
comment letter, Registrant and its accounting firm have been discussing with the
SEC the accounting treatment of certain acquisitions made by Registrant. The SEC
recently  agreed with the  Registrant's  proposed  accounting  treatment but the
discussion  regarding the accounting  treatment delayed the auditor's ability to
complete the audit in a timely manner. The audited financial statements were not
released by the auditor  until the afternoon of March 31, 1999,  shortly  before
the deadline for  beginning  the  transmission  of the Form 10-KSB in electronic
format. Consequently, the Registrant was unable to make the final changes to the
narrative  portion  of the Form  10-KSB  to  reflect  changes  in the  financial
statements and to convert the Form 10-KSB to EDGAR format  without  unreasonable
effort.  The Registrant  anticipates that all changes in the Form 10-KSB will be
completed  within two business days, and Registrant  will be able to timely file
its annual report on Form 10-KSB.