================================================================================

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

     [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2005

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________


                               Pacific Sands, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Nevada                                        88-0322882
    State or other jurisdiction                           (IRS Employer
  of incorporation or organization)                     Identification No.)

                       1509 Rapids Drive, Racine, WI 53404
                    ----------------------------------------
                    (Address of principal executive offices)

                                  (262)619-3261
                           ---------------------------
                           (Issuer's telephone number)


                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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
                                 -------             -------

As of November 14, 2005, the Company had 30,238,927 shares of its $.001 par
value common stock issued and outstanding.



Transitional Small Business Disclosure Format (check one):

                            Yes                 No      X
                                 -------             -------



<PAGE>


PART I FINANCIAL INFORMATION

  Item 1. Financial Statements

   Condensed Balance Sheet at September 30, 2005 (unaudited)                   4

   Condensed Statements of Operations for the Three Months Ended
     September 30, 2005 and 2004 (unaudited)                                   5

   Condensed Statements of Cash Flows for the Three
     Months Ended September 30, 2005 and 2004
     (unaudited)                                                               6

  Notes to Condensed Financial Statements (unaudited)                          7

  Item 2.  Management's Discussion and Analysis or Plan of Operation          14

  Item 3.  Controls and Procedures                                            16

PART II OTHER INFORMATION

  Item 1.  Legal Proceedings                                                  17

  Item 2.  Changes in Securities                                              17

  Item 3.  Defaults Upon Senior Securities                                    17

  Item 4.  Submission of Matters to a Vote of Security Holders                17

  Item 5.  Other Information                                                  17

  Item 6.  Exhibits and Reports on Form 8-K                                   17

  Signatures                                                                  18


                                        2
<PAGE>


                             Frank L. Sassetti & Co.
                          Certified Public Accountants


The Board of Directors
Pacific Sands, Inc. dba Natural Water Technologies

         We have reviewed the balance sheet of PACIFIC  SANDS,  INC. DBA NATURAL
WATER  TECHNOLOGIES  as of  September  30,  2005 and the related  statements  of
s,  stockholders'  equity  and cash  flows for the three  months  ended
September  30,  2005  and  2004.  These  interim  financial  statements  are the
responsibility of the Company's management.

         We conducted  our reviews in  accordance  with  standards of the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquires of persons  responsible  for  financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards  generally accepted in the United States, the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

         Based on our  reviews  we are not aware of any  material  modifications
that should be made to the financial statements referred to above for them to be
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As discussed in Note 12 to the
financial  statements,  the Company has a significant  accumulated deficit which
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Management's  s in regard to these  matters are also  described in
Note 12. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainly.

         We have  previously  audited,  in accordance  with the standards of the
Public Company Accounting  Oversight Board (United States), the balance sheet of
PACIFIC SANDS,  INC. DBA NATURAL WATER  TECHNOLOGIES as of June 30, 2005 and the
related  statements of operations,  stockholders'  equity and cash flows for the
year then ended (not presented  herein);  and in our report dated  September 17,
2005, we expressed an unqualified opinion on these financial statements.  In our
opinion,  the information set forth in the accompanying balance sheet as of June
30, 2005 is fairly stated, in all material respects,  in relation to the balance
sheet from which it has been derived.

/s/ Frank L. Sassetti & Co.

November 8, 2005
Oak Park, Illinois

                 6611 W. North Avenue * Oak Park, Illinois 60302
                   Phone (708) 386-1433 * Fax (708) 386-0139


                                        3
<PAGE>



                               PACIFIC SANDS, INC.
                      DBA NATURAL WATER TECHNOLOGIES
                              BALANCE SHEETS
                   SEPTEMBER 30, 2005 AND JUNE 30, 2005

                                     ASSETS
                                     ------
                                                       September 30,
                                                           2005        June 30,
                                                        (A Review)       2005
                                                     -------------  ------------
CURRENT ASSETS
 Cash and cash equivalents                           $     2,301    $       541
 Trade receivables                                        57,553         60,699
 Inventories                                              48,955         31,295
 Prepaid expenses                                         12,700         15,210
                                                     -------------  ------------
   Total Current Assets                                  121,509        107,745
                                                     -------------  ------------
PROPERTY AND EQUIPMENT
 Furniture and fixtures & office equipment                 8,618          8,618
 Manufacturing equipment                                   9,500         12,653
 Leasehold improvements                                    3,035          3,035
 Software costs                                           13,777         12,560
                                                      ------------- ------------
                                                          34,930         36,866
Less accumulated depreciation                              3,596          2,712
                                                      ------------- ------------
   Property and Equipment, net                            31,334         34,154
                                                      ------------- ------------
OTHER ASSETS
 Accounts receivable - other (net of allowance for        59,496         59,496
  doubtful accounts of $176,223)
 Security deposits                                           816            816
                                                     -------------  ------------
   Total Other Assets                                     60,312         60,312
                                                     -------------  ------------
   Total Assets                                      $   213,155    $   202,211
                                                     =============  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
 Accounts payable                                    $    70,075    $    45,544
 Current maturities of long-term debt                      5,015          4,751
 Accrued expenses                                         97,640         72,568
 Deferred compensation                                   123,335        121,385
 Notes payable - other                                    57,500         32,500
                                                     -------------  ------------
   Total Current Liabilities                             353,565        276,748
                                                     -------------  ------------
LONG TERM LIABILITIES
 Installment notes payable                                19,192         19,121
                                                     -------------  ------------
 Common stock                                             37,249         36,844
 Additional paid in capital                            2,922,833      2,879,170
 Treasury stock, at cost                                (151,030)      (151,030)
 Accumulated deficit                                  (2,968,654)    (2,858,642)
                                                     -------------  ------------
   Total Stockholders' Equity                           (159,602)       (93,658)
                                                     -------------  ------------
 Total Liabilities and Stockholders' Equity          $   213,155    $   202,211
                                                     =============  ============

                  The accompanying notes are an integral part
                          of the financial statements.


                                        4
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                            STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (A Review)

                                                      2005             2004
                                                 ------------      ------------

NET SALES                                        $     71,234      $     16,959

COST OF SALES                                          22,578            10,542
                                                 ------------      ------------
  GROSS PROFIT                                         48,656             6,417

SELLING AND ADMINISTRATIVE EXPENSES                   154,857           120,914
                                                 ------------      ------------
  LOSS FROM OPERATIONS                               (106,201)         (114,497)
                                                 ------------      ------------
OTHER INCOME (EXPENSES)
 Interest expense                                      (1,142)           (3,000)
 Loss on Disposal of Assets                            (2,680)
 Miscellaneous income                                      11             2,874
                                                 ------------      ------------

  Total Other Income(Expenses)                         (3,811)             (126)
                                                 ------------      ------------

  LOSS BEFORE INCOME TAXES                           (110,012)         (114,623)
                                                 ------------      ------------
INCOME TAXES

  NET LOSS                                       $   (110,012)     $   (114,623)
                                                 ============     =============

BASIC AND DILUTED NET LOSS
 PER SHARE                                       $     (0.004)     $     (0.004)
                                                 ============      ============

BASIC AND DILUTED WEIGHTED
 AVERAGE SHARES                                    29,497,231        30,478,221
                                                 ============      ============

                  The accompanying notes are an integral part
                          of the financial statements.


                                       5
<PAGE>


                                PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                            STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (A Review)
                                                            2005         2004
                                                         ----------   ----------
CASH FLOWS FROM OPERATIONG ACTIVITIES
 Net loss                                                $(110,012)   $(114,623)
 Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities -
   Depreciation                                              1,357          421
   Loss on disposal of equipment                             2,680
   Deferred compensation                                     1,950
   Common shares and rights issued for
    services and compensation                               28,096        66,700
   Changes in assets and liabilities -
    Trade accounts receivable                                3,146       (4,886)
    Inventories                                            (17,660)        (726)
    Prepaid expenses                                         2,510          925
    Accounts payable and other current liabilities          49,603       25,356
                                                         ----------   ----------
      Net Cash Used in Operating Activities                (38,330)     (26,833)
                                                         ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES

Capital acquisitions                                            --       (5,255)
                                                         ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of common stock                                   15,972       10,000
 Proceeds from notes payable                                25,000
 Repayment of note payable                                    (882)        (500)
                                                         ----------   ----------

      Net Cash Provided by Financing Activities             40,090        9,500
                                                         ----------   ----------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                                 1,760      (22,588)

CASH AND CASH EQUIVALENTS
   Beginning of period                                         541       44,098
                                                         ----------   ----------
   End of period                                         $   2,301    $  21,510
                                                         ==========   ==========
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION
  Cash paid during the three months for
   Interest                                              $   1,142    $
                                                         ==========   ==========
   Income taxes                                          $            $
SUPPLEMENTAL INFORMATION FROM                            ==========   ==========
 NONCASH FINANCING ACTIVITIES

   Capital lease obligations                             $   1,217    $
                                                         ==========   ==========

                   The accompanying notes are an integral part
                          of the financial statements.


                                       6
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30, 2005
                                   (A Review)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES

   Nature of Business - Pacific Sands, Inc. doing business as Natural Water
   Technologies (the "Company") was incorporated in Nevada on July 7, 1994 with
   an original authorized capital stock of 25,000 shares of $0.001 par value
   which was increased to 20,000,000 shares in 1997 with the same par value. On
   May 6, 2002, the authorized capital stock was increased to 50,000,000 shares.
   The Company manufactures and distributes nontoxic cleaning and water
   treatment products with applications ranging from home spas and swimming
   pools to cleaning and pet care.

   Interim Financial Statements - The balance sheet as of September 30, 2005 and
   the statements of operations, stockholders' equity and cash flows for the
   three months ended September 30, 2005 and 2004, are unaudited. In the opinion
   of management, such financial statements reflect all adjustments, which were
   of a normal and recurring nature, necessary for a fair presentation of
   financial position as of September 30, 2005 and the results of operations and
   cash flows for the three months ended September 30, 2005 and 2004.

   Inventories - Inventories are stated at the lower of cost or market on the
   first-in, first-out (FIFO) basis.

   Depreciation - For financial reporting purposes, depreciation of property and
   equipment has been computed over estimated useful lives of two to seven years
   primarily using the straight-line method. Depreciation charges totaled $1,356
   and $421 during the three months ended September 30, 2005 and 2004,
   respectively.

   Revenue Recognition - Revenue from sales to distributors and resellers is
   recognized when the related products are shipped.

   Advertising and Promotional Costs - Advertising and promotion costs are
   expensed as incurred. During the three months ended September 30, 2005 and
   2004, advertising and promotion costs totaled $24,774 and $1,179,
   respectively.

   Income Taxes - The Company accounts for income taxes under Statement of
   Financial Accounting Standards (SFAS) 109. Under the asset and liability
   method of SFAS 109, deferred income taxes are recognized for the tax
   consequences of temporary differences by applying enacted statutory rates
   applicable to future years to the difference between the financial statement
   carrying amounts and the tax basis of existing assets and liabilities.


                                       7
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30, 2005
                                   (A Review)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES - CONTINUED

   Basic and Diluted Net Loss Per Share - Net loss per share is calculated in
   accordance with Statement of Financial Accounting Standards 128, Earnings Per
   Share ("SFAS 128"). Basic net loss per share is based upon the weighted
   average number of common shares outstanding. Diluted net loss per share is
   based on the assumption that all dilutive convertible shares and stock
   options were converted or exercised. Dilution is computed by applying the
   treasury stock method. Under this method, options and warrants are assumed to
   be exercised at the beginning of the period (or at the time of issuance, if
   later), and as if funds obtained thereby were used to purchase common stock
   at the average market price during the period.

   Use of Accounting Estimates - The preparation of financial statements in
   conformity with generally accepted accounting principles requires management
   to make estimates and assumptions that affect the reported amounts of assets
   and liabilities and disclosure of contingent assets and liabilities at the
   date of the financial statements and reported amounts of revenues and
   expenses during the reporting period. Actual results could differ from these
   estimates.

   Statement of Cash Flows - For purposes of the statements of cash flows, the
   Company considers all highly liquid debt instruments purchased with an
   initial maturity of three months or less to be cash equivalents.

2. INVENTORIES

         Inventories as of September 30, 2005 and June 30, 2005 consisted of the
following.

                                  September 30, 2005         June 30, 2005
                                  ------------------         -------------

         Raw materials                 $32,164                  $25,118

         Finished goods                 16,791                    6,177
                                       -------                  -------
                                       $48,955                  $31,295
                                       =======                  =======


                                       8
<PAGE>
                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30,2005
                                   (A Review)

3. INSTALLMENT NOTES PAYABLE

   Installment note payable consists of a four year lease agreement for software
   dated June 20, 2005 with an imputed interest rate of 14.45%. Monthly
   installment payments are $691, with a bargain purchase option at the end of
   the lease of $1. The transaction has been accounted for as a purchase in
   accordance with generally accepted accounting principles.

        The scheduled maturities over the next four years are as follows:

                June 30,           2006                    $ 5,015
                                   2007                      5,904
                                   2008                      6,816
                                   2009                      6,472

4. NOTES PAYABLE

   Notes payable consist of various small unsecured notes to
   stockholders/officers at rates fluctuating up to 8%. Management intends to
   restructure its debt. To date, $3,000 in interest has been converted to
   equity.

5. STOCK-BASED COMPENSATION

      The Company accounts for its stock-based compensation plans under the
   recognition and measurement principles of Accounting Principles Board ("APB")
   Opinion No. 25, "Accounting for Stock Issued to Employees," and related
   interpretations. As such, stock-based employee compensation cost of $66,700
   is reflected in the net losses for the three months ended September 30, 2005
   for options granted under those plans where the exercise price is below
   market value and no cost is reflected in net losses for options granted under
   those plans where they had an exercise price equal to or greater than the
   market value of the underlying common stock on the date of grant. The
   following table summarizes the effect on net losses and losses per share if
   the Company had applied the fair value recognition provision of Statement of
   Financial Accounting Standard ("SFAS") No. 123, "Accounting for Stock-Based
   Compensation," to stock-based employee compensation for the respective years:


                                       9
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30,2005
                                   (A Review)

5. STOCK-BASED COMPENSATION - CONTINUED
                                                         2005          2004
                                                      ----------   ----------
   Net losses, as reported                            $(110,012)   $(114,623)
    Add: stock-based employee compensation
       expense determined under fair value based
       method for all awards, net of related tax
       effects                                                        66,700
    Deduct:  total stock based employee compensation
       expense determined under fair value based
       method for all awards, net of related tax
       effects                                                      (502,000)
                                                      ----------   ----------

    Pro forma net losses                              $(110,012)   $(549,923)
                                                      ==========   ==========
    Basic and diluted loss per share:
          As reported                                 $  (0.004)   $  (0.004)
          Pro forma                                      (0.004)      (0.016)

            Employee stock options are as follows:

                                                            Price per share
                                                            ---------------
                                                                       Weighted
                                          Shares           Range        Average
                                          ------           -----        -------
   Balance, June 30, 2005               3,166,667       .03 - .10         0.052
     Granted
     Exercised
     Cancelled                           (166,667)         0.03            0.03
                                        ---------
   Balance, September 30, 2005          3,000,000       .03 - .10         0.052
                                        =========

   6,100,000 options were issued during the twelve months ended June 30, 2004.

 6. LEASE COMMITMENT

      The Company entered into a one year lease expiring December 31, 2005 for
   11,000 square feet of office and warehouse space for $1,174 per month. The
   Company is responsible for insuring the premises. Rent expense was
   approximately $ 5,124 and $ 800 for the three months ended September 30, 2005
   and 2004, respectively.


                                       10
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30,2005
                                   (A Review)

7. BASIC AND DILUTED LOSS PER SHARE

      The following table illustrates the reconciliation of the numerators and
   denominators of the basic loss per share computations. The Company has
   3,000,000 shares of exercisable potentially dilutive options outstanding as
   of September 30, 2005. There were 4,100,000 options outstanding at September
   30, 2004.

                                                Three Months Ended September 30,
                                               ---------------------------------
                                                   2005                 2004
                                               -------------       -------------
Basic and diluted loss per share:
 Numerator:
  Net loss                                     $   (110,012)       $   (114,623)
                                               -------------       -------------

 Denominator:
  Basic and diluted weighted average
    number of common shares
    outstanding during the period                29,497,231          30,478,221
                                               ------------        -------------

 Basic and diluted loss per share              $     (0.004)       $     (0.004)
                                               ============        =============

      Since the Company has incurred losses from all periods presented, the
   dilutive per share calculation is the same as the basic calculation.

8.  INCOME TAXES

      The Company recognizes deferred tax assets and liabilities for temporary
   differences between the financial reporting and tax bases of its assets and
   liabilities. Deferred assets are reduced by a valuation allowance when deemed
   appropriate.

      The tax effects of existing temporary differences that give rise to
   significant portions of deferred tax assets at September 30, 2005 are as
   follows:

    Deferred tax asset

      Net operating loss carryforwards                $ 813,925
      Valuation allowance                              (813,925)
                                                      ----------
      Net deferred tax asset                          $       -
                                                      ==========

      At September 30, 2005, the Company has net operating loss carryforwards
   for Federal tax purposes of approximately $2,123,000 which, if unused to
   offset future taxable income, will expire in years beginning in 2018.


                                       11
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30,2005
                                   (A Review)

9. RELATED PARTY TRANSACTIONS AND FORGIVENESS OF DEBT

      On June 15, 2004, Stan and Rita Paulus resigned as officers and board
   members of the Company and were replaced by a new management team. As part of
   the transition in management, several transactions occurred which are all
   discussed below.

      Stan and Rita agreed to waive all unpaid compensation from the Company
   except for $100,000, which shall be paid in full within two years of the
   transition date.

      The Paulus' purchased from the Company the inventory known as "technical
   books" for the sum of $150,000 in exchange for 4,859,187 shares of Pacific
   Sands, Inc. common stock. Based on the average market value of the Company's
   stock, which valued these shares at $121,480, there was an additional write
   down of the inventory of $28,500. This amount was recorded as a reduction to
   additional paid in capital based on the related party nature of the
   transaction. Since the shares were still being held in escrow by
   counsel at June 30, 2004, the transaction was recorded as due from
   shareholder. As of June 30, 2005, the shares had been returned to treasury.

      In addition, management has negotiated the restructuring of debt due to
   the Paulus'. This restructuring reduced the debt balance due the Paulus' by
   $15,791 and extended the due date to June, 2006.

10. CONTINGENCIES

      Accounts receivable from a major former customer, Mariani Raisin Company
   in the amount of $235,718 invoiced on October 25, 2001 and January 17, 2002
   are being contested for compliance requirements. The customer maintained that
   the equipment did not work properly, but management felt that this equipment
   was built to customer specifications. Accordingly, management intends to
   vigorously pursue the outstanding receivable. Since counsel suggests that
   this amount cannot be collected without incurring some legal costs and that
   there is the potential that a settlement could ultimately be reached, an
   allowance for bad debts of $176,223 exists. No bad debt expense was recorded
   in the statement of operations for the three months ended September 30, 2005


                                       12
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES
                          NOTES TO FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2005 AND 2004 AND JUNE 30,2005
                                   (A Review)

11. CONCENTRATIONS
      The Company distributes water treatment and nontoxic cleaning products to
   the entire U.S. market. For the three months ended September 30, 2005, three
   customers accounted for approximately 12.5%, 14%, and 13.5%, respectively, of
   the Company's sales. For the three months ended September 30, 2004, there
   were no single customer accounts for greater than ten percent (10%) of the
   Company's sales.

12. GOING CONCERN
      The accompanying financial statements have been presented assuming that
   the Company will continue as a going concern. This basis of accounting
   contemplates the recovery of the Company's assets and the satisfaction of its
   liabilities in the normal course of business. Through September 30, 2005, the
   Company had incurred cumulative losses of $2,968,654. The Company's
   successful transition to attaining profitable operations is dependent upon
   obtaining financing adequate to fulfill its development, marketing, and sales
   activities, and achieving a level of revenues adequate to support the
   Company's cost structure. Management's plan of operations anticipates that
   the cash requirements of the Company for the next twelve months will be met
   by obtaining capital contributions through the sale of common stock and from
   current operations. However, there is no assurance that the Company will be
   able to fully implement its plan in order to generate the funds needed on a
   going concern basis.








                                       13

<PAGE>


Item 2.  Management's Discussion and Analysis

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY
UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING
FUTURE EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY
PREDICTIONS AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS
USUALLY CONTAIN THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," OR
SIMILAR EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY REVIEW VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED BELOW, AS WELL AS
THE MATTERS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON 10-KSB FOR THE YEAR
ENDED JUNE 30, 2005 AND ITS OTHER SEC FILINGS. THESE RISKS AND UNCERTAINTIES
COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
INDICATED IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR PUBLICLY ANNOUNCE REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.

Pacific Sands, Inc. (the "Company" or "Pacific Sands") was incorporated in the
State of Nevada on July 7, 1994. The Company's fiscal year ends June 30. The
Company is a C-Corporation for federal income tax purposes. The Company does not
have subsidiaries or affiliated entities. The Company also does business as
"Natural Water Technologies."

The Company develops, manufactures, markets and sells a range of non-toxic,
environment friendly cleaning and water-treatment products based on proprietary
blended botanical and nontoxic chemical technologies. The company's products
have applications ranging from water installation maintenance (spas, swimming
pools, fountains, decorative ponds) to cleaning (non-toxic household and
industrial) and pet care.

The Company has a mature, actively marketed product line known as the ecoONE(R)
Spa Treatment system as well as ecoONE(R) Pool conditioner and the Pacific Sands
All-Purpose Hose Filter. Pacific Sands is also the master distributor for Rain
Forest Blue, an EPA Registered chlorine and bromine free, non irritating, odor
free, bactericide / algaecide alternative for the treatment of pool water.

Currently the Company markets and sells its product lines over the Internet and
through numerous retail outlets in the US, Canada and Europe. The products are
also sold via Pacific Sands distributors, manufacturer's representatives and
internationally established pool and spa industry distribution networks.

Management intends to continue the aggressive marketing and sale of its products
through direct retail and a widening base of retail outlets, distribution
centers and OEM arrangements in order to achieve its goals.

The Company's ability to achieve its objectives is dependent on its ability to
sustain and enhance its revenue stream and to continue to raise funds through
loans, credit and the private placement of restricted securities until such time
as the company achieves sustained fiscal profitability.

To date, the Company has funded operations through a combination of revenues
from the sale of its products, established credit with vendors, loans from
management, and the sale of rule 144 stock through private placement. The
company's failure to continue to raise adequate financing to fund operations may
jeopardize its existence.
(See "Liquidity and Capital Resources")

Management knows of no additional trends or uncertainties beyond those discussed
that are reasonably likely to have a material impact on the company's short or
long-term liquidity.


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<PAGE>


RESULTS OF OPERATIONS

Results for the three months ending September 30, 2005 compared to the three
months ending September 30, 2004.

For the three months ending September 30, 2005 net sales were $71,234, compared
to $16,959 in sales booked for the same period in 2005. The increase in sales is
attributable to a number of factors including a significantly higher number of
retail outlets carrying the ecoONE(R) spa treatment products and increased
direct Internet retail sales.

Cost of Goods Sold was $22,578 for the three months ending September 30, 2005
compared to $10,542 for the same period the previous fiscal year.

Gross profits for the three months ending September 30, 2005 were $48,656
compared to $6,417 for the same period the previous fiscal year.

For the three months ending September 30, 2005, selling and general
administrative expenses were $154,857 compared to $120,914 for the three months
ending September 30, 2004. The increase is due to expanded operations space and
the addition of one full time employee.

Loss from operations for the three months ending September 30, 2005 was $106,201
compared to $114,497 for the same period the previous fiscal year.

Net loss for the three months ending September 30, 2005 was $110,012 or .004 per
share compared to $114,623 or .004 loss per share for the same period the
previous fiscal year.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $2,301 on September 30, 2005 compared to
$21,510 on September 30, 2004.

Net cash used in operations was $38,330 for the three months ending September
30, 2005 compared to $26,833 for the same period of the previous fiscal year.

Net cash provided by financing activities was $40,090 for the three month period
ending September 30, 2005, compared to $9,500 for the same period the previous
fiscal year.

The company's ability to achieve its objectives is dependent on its ability to
sustain and enhance its revenue stream and to continue to raise funds through
loans, credit and the private placement of restricted securities until such time
as the company achieves profitability. To date, management has been successful
in raising cash on an as-needed basis through the sale of restricted securities
in private placements to individual investors. There is no guarantee that
management will be able to continue to raise needed cash in this fashion.

The company has no material commitments for capital expenditures at this time.
The company has no "off balance sheet" source of liquidity arrangements.


                                       15
<PAGE>


Item 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures designed to ensure that financial
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed,
summarized, and reported within the required time periods, and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding disclosure.

In connection with the completion of its audit of, and issuance of its report
on, our financial statements for the year ended June 30, 2005, Frank L. Sassetti
& Co. ("Sassetti") considered our internal controls in order to determine their
auditing procedures for the purpose of expressing their opinion on the financial
statements and not to provide assurance on our internal controls. Sassetti
identified deficiencies that existed in the design or operation of our internal
controls over financial reporting that it considered to be "significant
deficiencies" or "material weaknesses." The Public Company Accounting Oversight
Board ("PCAOB") has defined "significant deficiency" as a control deficiency, or
a combination of control deficiencies, that adversely affects the company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with generally accepted accounting principles such
that there is more than a remote likelihood that the misstatement of the
company's annual or interim financial statements that is more than
inconsequential will not be detected. The PCAOB has defined a "material
weakness" as a "significant deficiency or combination of significant
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim financial will not be prevented or
detected."

During the first quarter ended September 3, 2005, we hired an outside accounting
firm to assist in the timely reconciliation of general ledger accounts, and
controls over property and equipment and debt documentation. However,
significant deficiencies or material weaknesses in our internal controls related
to segregation of incompatible duties and controls over inventory and equity
transactions still exist. We have disclosed those significant deficiencies and
material weaknesses to our Board of Directors. Additional effort will continue
to work with our management and outside advisors with the goal to implement
internal controls over financial reporting that are adequate and effective.

Because of inherent limitations of internal control, errors or fraud may
nevertheless occur and not be detected. Also, projection of any evaluation of
the internal control to future periods is subject to the risk that internal
control may become inadequate because of changes in conditions or that the
degree of compliance may deteriorate. Sassetti noted the following reportable
conditions that they believe to be material weaknesses: (i) Improve segregation
of incompatible accounting department duties, (ii) Improve maintenance of
accounting records by implementing the use of an accounting software system and
(iii) Implement a Corporate Code of Conduct.

Based upon the above evaluation of Management, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are not yet effective, but the procedures are as
effective as possible, considering the fact that there is a lack of segregation
of duties which will continue until such time as the Company can support
additional executive personnel to enhance segregation of duties.

(b) Changes in internal controls and procedures

There has been no change in our internal control over financial reporting during
the second quarter ended December 31, 2005, that has materially affected, or is
reasonably likely to material affect, our internal control over financial
reporting.


                                       16
<PAGE>


PART II OTHER INFORMATION

Item 1. Legal Proceedings

     There are no legal  proceedings  against  the  Company  and the  Company is
     unaware of proceedings contemplated against it.

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to the security holders for a vote during this
     quarter.

Item 5. Other Information

     There is no other information deemed material by management for disclosure
     herein.

Item 6. Exhibits and Reports on Form 8-K


        Reports on Form 8-K

        Inapplicable













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                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
      caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.

                                              PACIFIC SANDS, INC.

                                              By:  /s/ Michael Michie
                                                   ------------------
                                                   Michael Michie
                                                   Chief Financial Officer
      Dated: November 15, 2006
























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