WASHINGTON, D.C. 20549

                            FIRST AMENDED FORM 10-QSB

(Mark One)

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

            For the quarterly period ended December 31, 2003, Amended

          [ ]  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 December 31, 2003, the Company had 27,798,873 shares of its $.001 par
value common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

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




<PAGE>


     PARTI      FINANCIAL INFORMATION

     Item 1. Financial Statements as Amended

          Amended Condensed Balance Sheet at December 31, 2003 (unaudited)

          Amended Condensed Statements of Operations for the Quarter Ended
          December 31, 2003 and 2002 (unaudited)

          Amended Condensed Statements of Cash Flows for the Quarter Ended
          December 31, 2003 and 2002 (unaudited)

          Amended Notes to Condensed Financial Statements (unaudited)

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

     PART II    OTHER INFORMATION

     Item 1. Legal Proceedings

     Item 2. Changes in Securities

     Item 3. Defaults Upon Senior Securities

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

     Item 5. Other Information

     Item 6. Exhibits and Reports on Form 8-K

     Signatures





<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          INDEX TO FINANCIAL STATEMENTS

                   SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                                                        Page
                                                                        ----
REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM                                                      F-2

FINANCIAL STATEMENTS

  Balance Sheets                                                         F-3

  Statements of Operations                                               F-4

  Statements of Stockholders' Equity                                     F-5

  Statements of Cash Flows                                               F-6

  Notes to Financial Statements                                   F-7 - F-11
















                                      -F1-
<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  December  31,  2003 and the  related  statements  of
operations  for the three and six months ended  December 31, 2003 and 2002,  and
the statements of  stockholders'  equity and cash flows for the six months ended
December  31,  2003  and  2002.  These  interim  financial  statements  are  the
responsibility of the Company's management.

         We conducted  our reviews in  accordance  with  standards of the Public
Company  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 11 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  plans in regard to these  matters are also  described in
Note 11. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainly.

         We have  previously  audited,  in accordance  with  auditing  standards
generally  accepted in the United  States,  the balance sheet of PACIFIC  SANDS,
INC.  DBA  NATURAL  WATER  TECHNOLOGIES  as of June  30,  2003  and the  related
statements of operations,  stockholders' equity and cash flows for the year then
ended (not  presented  herein);  and in our report dated  October 14,  2004,  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, 2003
is fairly  stated,  in all material  respects,  in relation to the balance sheet
from which it has been derived.

/s/ Frank L. Sassetti & Co.

October 14, 2004
Oak Park, Illinois


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


                                      -F2-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                                 BALANCE SHEETS

                       DECEMBER 31, 2003 AND JUNE 30, 2003

                                     ASSETS
                                     ------
                                                  December 31, 2003   June 30,
                                                      Restated          2003
                                                     (A Review)      (Restated)
                                                     -----------    -----------
CURRENT ASSETS
  Cash and cash equivalents                          $     1,676    $     4,691
  Trade receivables (net of allowance for doubtful
    accounts of $117,859 for December 31, 2003
    and June 30, 2003, respectively)                     121,497        126,076
  Inventories                                            150,000        152,944
  Prepaid expenses                                         2,166          1,422
                                                     -----------    -----------

            Total Current Assets                         275,339        285,133
                                                     -----------    -----------
PROPERTY AND EQUIPMENT
  Office and computer equipment                           15,024         15,024
  Less: accumulated depreciation                          13,532         12,612
                                                     -----------    -----------
            Property and Equipment, Net                    1,492          2,412
                                                     -----------    -----------
OTHER ASSETS
  Distribution rights                                                    40,000
                                                     -----------    -----------
                                                     $   276,831    $   327,545
                                                     ===========    ===========

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

CURRENT LIABILITIES
  Accounts payable                                   $    57,379    $    54,578
  Accrued expenses                                         2,229          5,209
  Notes payable                                           70,791         75,792
                                                     -----------    -----------
     Total Current Liabilities                           130,399        135,579
                                                     -----------    -----------
LONG TERM LIABILITIES
  Accrued officers' salaries                             267,320        222,319
                                                     -----------    -----------
COMMITMENTS AND CONTINGENCIES
                                                     -----------    -----------
STOCKHOLDERS' EQUITY
  Common stock                                            27,799         28,799
  Additional paid in capital                           2,326,803      2,365,803
  Treasury stock, at cost                                 (5,514)        (5,514)
  Accumulated deficit                                 (2,469,976)    (2,419,441)
                                                     -----------    -----------
     Total Stockholders' Equity                         (120,888)       (30,353)
                                                     -----------    -----------
                                                     $   276,831    $   327,545
                                                     ===========    ===========


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



                                      -F3-
<PAGE>


<TABLE>
<CAPTION>
                                    PACIFIC SANDS, INC.
                              DBA NATURAL WATER TECHNOLOGIES

                                 STATEMENTS OF OPERATIONS

                   THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                        (A Review)


                                 Three Months Ended               Six Months Ended
                                     December 31,                    December 31,
                             ----------------------------    ----------------------------
                                 2003            2002            2003            2002
                              (Restated)                      (Restated)
                             ------------    ------------    ------------    ------------
<S>                          <C>             <C>             <C>             <C>
NET SALES                    $     10,681    $     13,414    $     25,029    $     33,055


COST OF SALES                        (484)          5,365           4,538          13,222
                             ------------    ------------    ------------    ------------
 GROSS PROFIT                      11,165           8,049          20,491          19,833

SELLING AND
 ADMINISTRATIVE EXPENSES           38,115          58,213          71,026         238,411
                             ------------    ------------    ------------    ------------

  LOSS BEFORE INCOME
   TAXES                          (26,950)        (50,164)        (50,535)       (218,578)

INCOME TAXES
                             ------------    ------------    ------------    ------------

  NET LOSS                   $    (26,950)   $    (50,164)   $    (50,535)   $   (218,578)
                             ============    ============    ============    ============

BASIC AND DILUTED NET
 LOSS PER SHARE              $     (0.001)   $     (0.002)   $     (0.002)   $     (0.009)
                             ============    ============    ============    ============

BASIC AND DILUTED WEIGHTED
 AVERAGE SHARES                27,798,873      26,931,373      27,994,525      23,723,873
                             ============    ============    ============    ============


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






                                           -F4-
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                                                       PACIFIC SANDS, INC.
                                                  DBA NATURAL WATER TECHNOLOGIES

                                                STATEMENTS OF STOCKHOLDERS' EQUITY

                                                    DECEMBER 31, 2003 AND 2002
                                                            (A Review)

                                     Common Stock                           Treasury Stock
                                     ------------                           --------------
                                Number of                Additional Paid  Number of                  Accumulated
                                 Shares         Amount      In Capital     Shares        Amount        Deficit        Total
                               -----------    ---------    -----------    --------    -----------    -----------    -----------
<S>                            <C>            <C>          <C>            <C>         <C>            <C>            <C>
Balance at June 30, 2002        19,648,873    $  19,649    $ 2,032,128    (320,523)   $   (40,189)   $(2,086,381)   $   (74,793)

Issuance of Common Stock
  For professional services      4,050,000        4,050        134,775     311,523         34,675                       173,500

  For distribution rights        1,000,000        1,000         39,000                                                   40,000

  For technical and
   environmental books           3,750,000        3,750        146,250                                                  150,000


  For office expenses              100,000          100          3,900                                                    4,000


  For cash                         125,000          125          4,875                                                    5,000

Net loss (Restated)                                                                                     (218,578)      (218,578)
                               -----------    ---------    -----------    --------    -----------    -----------    -----------

Balance at December 31,
  2002 (Restated)               28,673,873    $  28,674    $ 2,360,928      (9,000)   $    (5,514)   $(2,304,959)   $    79,129
                               ===========    =========    ===========    ========    ===========    ===========    ===========



Balance at June 30,
 2003, Restated                 28,798,873    $  28,799    $ 2,365,803      (9,000)   $    (5,514)   $(2,419,441)   $   (30,353)

Cancellation of distribution
  rights                        (1,000,000)      (1,000)       (39,000)                                                 (40,000)

Net loss                                                                                                 (50,535)       (50,535)
                               -----------    ---------    -----------    --------    -----------    -----------    -----------

Balance at December 31, 2003
 (Restated)                     27,798,873    $  27,799    $ 2,326,803      (9,000)   $    (5,514)   $(2,469,976)   $  (120,888)
                               ===========    =========    ===========    ========    ===========    ===========    ===========

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


                                                               -F5-
</TABLE>


<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                            STATEMENTS OF CASH FLOWS

                   SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (A Review)

                                                                         2002
                                                            2003      (Restated)
                                                         ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $ (50,535)   $(218,578)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities -
    Depreciation                                               920          920
    Common shares, rights and notes issued for
     services and compensation                                          177,500
    Changes in assets and liabilities -
     Trade accounts receivable                               4,579          941
     Inventories                                             2,944        6,978
     Prepaid insurance                                        (744)
     Accounts payable and other current liabilities           (179)      (7,039)
     Wages payable                                          45,000       15,000
                                                         ---------    ---------
       Net Cash Provided by (Used in)
           Operating Activities                              1,985      (24,278)
                                                         ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on notes                                         (5,000)
  Proceeds from notes                                                    20,000
  Issuance of common stock                                                5,000
                                                         ---------    ---------
       Net Cash Provided by (Used in)
           Financing Activities                             (5,000)      25,000
                                                         ---------    ---------
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                           (3,015)         722

CASH AND CASH EQUIVALENTS
 Beginning of period                                         4,691        8,889
                                                         ---------    ---------
 End of period                                           $   1,676    $   9,611
                                                         =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the three months for
  Interest                                               $            $
                                                         =========    =========
  Income taxes                                           $            $     800
                                                         =========    =========

SUPPLEMENTAL INFORMATION FROM NONCASH FINANCING ACTIVITIES
  Issuance of distribution rights                        $            $  40,000
  Issuance of common stock for inventory                 $            $ 150,000
  Cancellation of distribution rights                    $  40,000    $


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


                                      -F6-

<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2003 AND 2002 AND JUNE 30, 2003

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 December 31, 2003
     and the statements of operations,  stockholders'  equity and cash flows for
     the six months ended  December  31, 2003 and 2002,  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 December 31, 2003 and the results
     of operations and cash flows for the six months ended December 31, 2003 and
     2002.

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

     Depreciation - For financial reporting  purposes,  depreciation of property
     and equipment has been  computed  over  estimated  useful lives of three to
     five years primarily using the straight-line  method.  Depreciation charges
     totaled $920 in 2003 and 2002.

     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  December 31, 2003 and
     2002,   advertising   and   promotion   costs   totaled  $200  and  $1,127,
     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.

     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.



                                      -F7-

<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2003 AND 2002 AND JUNE 30, 2003

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


     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.   RESTATEMENT OF FINANCIAL STATEMENTS

          The financial  statements  have been restated due to the correction of
     an error in the duplication of certain expenses totaling $12,873 during the
     quarter ended September 30, 2002 and due to presentation revisions.

3.   INVENTORIES

          Inventories  consisted  of the  following  as of December 31, 2003 and
     June 30, 2003:


                                          December 31,   June 30,
                                               2003       2003
                                             --------   --------

                Raw materials and supplies   $          $  2,944

                Technical books for resale    150,000    150,000
                                             --------   --------

                                             $150,000   $152,944
                                             ========   ========

4.   NOTES PAYABLE

          Notes   payable   consist  of  various   small   unsecured   notes  to
     shareholders/officers  at rates  fluctuating  up to 8%.  Management has not
     accrued any interest since it intends to restructure its debt.






                                      -F8-

<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2003 AND 2002 AND JUNE 30, 2003

5.   DISTRIBUTION RIGHTS

          During the quarter ended September 30, 2003, the Company cancelled the
     distribution  rights on  1,000,000  of common  stock.  The  rights had been
     valued at $.04 per share.  The effect of this  cancellation  resulted  in a
     decrease of $40,000 to the Company's  stockholders' equity. The issuance of
     these rights had occurred during the quarter ended September 30, 2002.

6.   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
     4,100,000 shares of exercisable potentially dilutive options outstanding as
     of September 30, 2004.  There were no options  outstanding  at December 31,
     2003 and 2002.

                                                        Six Months Ended
                                                          December 31,
                                                   -----------------------------
                                                       2003            2002
                                                   ------------    ------------

Basic and diluted loss per share:
  Numerator:
    Net loss                                       $    (50,535)   $   (218,578)
                                                   ------------    ------------

  Denominator:
    Basic and diluted weighted average number of
      common shares outstanding during
      the period                                     27,994,525      23,723,873
                                                   ------------    ------------

  Basic and diluted loss per share                 $     (0.002)   $     (0.009)
                                                   ============    ============

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

7.   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.

          At December 31, 2003, the Company has net operating loss carryforwards
     for Federal tax purposes of  approximately  $1,714,000  which, if unused to
     offset future taxable income, will expire in years beginning in 2018.




                                      -F9-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2003 AND 2002 AND JUNE 30, 2003

8.   RELATED PARTY TRANSACTIONS AND SUBSEQUENT EVENTS

          Stanley R.  Paulus,  the  former  President,  served  under a two-year
     employment  contract  renewed  effective August 28, 2000 at compensation of
     $6,000 per month.  The  agreement  provided for automatic two year renewals
     with any changes in terms or  compensation  to be negogiated 90 days before
     the  contract  ends.  In addition,  the  agreement  provided for  incentive
     compensation based on debts and equity financing arranged by Mr. Paulus and
     such  compensation may be paid in the form of common stock options at $0.01
     per share.

          Rita  M.  Paulus,  the  former  Treasurer,  served  under  a  two-year
     employment  contract  renewed  effective August 28, 2000 at compensation of
     $1,500 per month.  The agreement  provided for automatic  renewals with any
     changes  in terms or  compensation  to be  negogiated  90 days  before  the
     contract ends.

          The Company had been renting office and warehouse space from a company
     owned by the  Paulus'.  The lease was month to month and rent  expense  was
     approximately $4,000 for the six months ended December 31, 2003 and 2002.

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

          The  Paulus'  agreed to waive  certain  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 $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 is an
     additional  write down of the  inventory  of $28,520  recorded  on June 14,
     2004. In addition,  restricted  common stock was sold to new  shareholders,
     the proceeds were deposited  into this escrow fund and certain  obligations
     of the Company were satisfied from these funds. As of June 30, 2004,  there
     was $19,550 in cash held in escrow.

9.   CONTINGENCIES

          The Company was involved in a lawsuit with a supplier for  withholding
     payment.  This matter concerned what the Company believed were deficiencies
     in the work of the supplier.  The parties  entered a settlement  agreement,
     wherein  the  supplier  would  perform  repairs  to their work and then the
     Company would pay.  Since no action has been  performed by the supplier and
     since the  repairs  can no  longer be made,  management  has  concluded  to
     extinguish the debt as of June 30, 2004.




                                      -F10-

<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2003 AND 2002 AND JUNE 30, 2003

9.   CONTINGENCIES - CONTINUED

          Accounts  receivable  from a major  customer in the amount of $235,718
     invoiced on October 25,  2001 and January 17, 2002 is 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 the potential
     that a settlement could  ultimately be reached,  an allowance for bad debts
     has been recorded.

10.  CONCENTRATIONS

          The Company distributes water treatment and nontoxic cleaning products
     to the  entire  U.S.  market.  One  customer  represented  over  90% of the
     accounts  receivable  at December 31, 2003 and June 30,  2003,  however the
     Company no longer sells to this  customer.  No single  customer or supplier
     accounts  for greater  than ten  percent  (10%) of the  Company's  sales or
     purchases.

11.  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  December 31,
     2003,  the  Company  had  incurred  cumulative  losses of  $2,469,976.  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.





                                      -F11-

<PAGE>


                            PART II OTHER INFORMATION

      Item 1.     Legal Proceedings

                  As previously submitted

      Item 2.     Changes in Securities

                  As previously submitted

      Item 3.     Defaults Upon Senior Securities

                  As previously submitted

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

                  As previously submitted

      Item 5.     Other Information

                  As previously submitted

      Item 6.     Exhibits and Reports on Form 8-K


                  Reports on Form 8-K
                  -------------------
                  As previously submitted


                                   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: February 17, 2005



<PAGE>


                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with this Amended December 31, 2003 Quarterly Report of
     Pacific Sands, Inc. (the "Registrant") on Form 10-QSB for the quarter ended
     December 31, 2003, as filed with the Securities and Exchange Commission on
     the date hereof (the "Report"), I, Michael Wynhoff, Chief Executive Officer
     of the Registrant, certify, in accordance with 18 U.S.C. 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that based on my
     knowledge:

     (i)  the Report, to which this certification is attached as an exhibit,
          fully complies with the requirements of Section 13(a) of the
          Securities Exchange Act of 1934 (15 U.S.C. 78m); and,

     (ii) the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Registrant.


Dated: February 17, 2005                    /s/ Michael Wynhoff
                                            -------------------
                                            Michael Wynhoff
                                            Chief Executive Officer




















<PAGE>


                                  CERTIFICATION
                                  -------------

I, Michael Wynhoff, certify that:

1.   I have reviewed this Amended quarterly report on Form 10-QSB of Pacific
     Sands, Inc.

2.   Based on my knowledge, this Amended quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   Based on my knowledge, the amended financial statements, and other
     financial information included in this Amended quarterly report, fairly
     presents in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the periods
     presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"), and;

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and controls and procedures
          based on our evaluation as of the Evaluation Date:

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and to the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and,

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and,

6.   The Registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of or most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 17, 2005



/s/ Michael Wynhoff
------------------------------------
Michael Wynhoff, Chief Executive Officer



<PAGE>


                                  CERTIFICATION

I, Michael Michie, certify that:

7.   I have reviewed this Amended quarterly report on Form 10-QSB of Pacific
     Sands, Inc.

8.   Based on my knowledge, this Amended quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

9.   Based on my knowledge, the amended financial statements, and other
     financial information included in this Amended quarterly report, fairly
     presents in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the periods
     presented in this quarterly report;

10.  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     d)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     e)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"), and;

     f)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and controls and procedures
          based on our evaluation as of the Evaluation Date:

11.  The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and to the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

     c)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and,

     d)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and,

12.  The Registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of or most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 17, 2005



/s/ Michael Michie
------------------------------------
Michael Michie, Chief Financial Officer