UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
                                (Amendment No 1)


     X    Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 For the quarterly period ended September 30, 2001


Commission File Number: 000-29483


                               Pacific Sands, Inc.
                               -------------------
                              (Name of Registrant)



       Nevada                                              88-0322882
       ------                                              ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)



   601 W. Shaw Ave., #D, Clovis, CA                           93612
   ---------------------------------                          -----
(Address of principal executive offices)                    (Zip Code)

                                 (559) 325-7023
                                 --------------
                         (Registrant's Telephone Number)


Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such report(s), and (2) has been subject to such filing requirements for
the past 90 days.
         X Yes             No


Number of shares outstanding: 18,250,990 Common Stock as of November 19, 2001



<PAGE>


PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements

                  Condensed Balance Sheet at September 30, 2001 (unaudited)


                  Condensed Statements of Operations for the Quarter Ended
                           September 30, 2001 and 2000 (unaudited)

                  Condensed Statements of Cash Flows for the Quarter Ended
                           September 30, 2001 and 2000 (unaudited)

                  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>




                          PART I- FINANCIAL INFORMATION






Pacific Sands, Inc.
Condensed Balance Sheet
(Unaudited)



                                                                     30-Sep-01
                                                                    -----------
ASSETS

Current assets:
             Cash                                                   $     6,873
             Inventory                                                   68,665
             Other                                                        2,000
                                                                    -----------

                         Total current assets                            77,538
                                                                    -----------

Property and equipment, net                                               5,634
                                                                    -----------

                                                                    $    83,172
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
             Accounts payable                                       $    49,915
             Accrued expenses                                           153,331
             Deferred revenue                                            27,500
                                                                    -----------

                         Total current liabilities                      230,746
                                                                    -----------

Commitments and contingencies

Shareholder's equity:
             Common stock                                                18,325
             Additional paid-in capital                               1,921,119
             Accumulated deficit                                     (2,019,330)
             Treasury stock, at cost                                    (40,189)
                                                                    -----------

                         Total equity                                  (120,075)
                                                                    -----------

                                                                    $   110,671
                                                                    ===========



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

<PAGE>

Pacific Sands, Inc.
Condensed Statements of Operation
(Unaudited)

                                                Three Months Ended September 30
                                                           (Restated)
                                                      2001            2000
                                                 ------------    ------------
Net sales                                        $      7,342    $      5,859

Cost of goods sold                                      1,216           2,858
                                                 ------------    ------------

          Gross profit                                  6,126           3,001

Selling, general and administrative expenses           40,071          78,506
                                                 ------------    ------------

          Loss from operations                        (33,945)        (75,505)

Interest expense                                      (51,000)        (50,667)
                                                 ------------    ------------

Net loss                                         $    (84,945)   $   (126,172)
                                                 ============    ============


Basis and diluted net loss per share             $      (0.01)   $      (0.01)
                                                 ============    ============

Basis and diluted weighted average shares          18,335,557      18,437,243
                                                 ============    ============




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

<PAGE>

Pacific Sands, Inc.
Condensed Statements of Cash Flows
(Unaudited)

                                                               Three Months
                                                            Ended September 30

                                                           2001          2000
                                                                      (Restated)
                                                         ---------    ---------
Cash flows from operative activities:
          Net loss                                       $ (84,945)   $(126,172)
          Adjustments to reconcile net loss to net cash
                 used by operative activities:
                 Depreciation and amortization                 326          354
                 Common shares issued for services
                 Capital assets traded for services
                 Embedded interest expense                  51,245       50,667
                 Changes in assets and liabilities:
                       Accounts receivable
                       Inventory                             3,352      (78,606)
                       Other assets                         (1,522)
                       Accounts payable                      8,125       17,337
                       Accrued expenses                      9,121        1,086
                       Shareholder payable
                                                         ---------    ---------

          Net cash used by operating activities            (12,776)    (136,856)
                                                         ---------    ---------

          Cash flows from investing activities:
                 Purchases of property and equipment                     (3,114)
                                                         ---------    ---------

          Cash flows from financing activities:
                 Issuance of common stock for cash          30,000      152,000
                                                         ---------    ---------


          Net increase (decrease) in cash                   17,224       12,030

          Cash, beginning of period                          4,394       16,588
                                                         ---------    ---------

          Cash, end of period                            $   6,873    $  28,618
                                                         =========    =========



<PAGE>
Pacific Sands, Inc.
Notes to condensed Financial Statements
(Unaudited)            30-Sep-01


Note A -       Basis of presentation

               The accompanying unaudited financial statements of Pacific Sands,
               Inc. (the "Company") have been prepared in accordance with
               generally accepted accounting principles for interim financial
               information. Accordingly, they do not include all of the
               information required by generally accepted accounting principles
               for complete financial statements. In the opinion of management,
               all adjustments (consisting of normal recurring adjustments)
               considered necessary for a fair presentation have been included.
               Operating results for the three months ended September 30, 2001
               are not necessarily indicative of the results for any future
               period. These financial statements should be read in conjunction
               with the Company's audited financial statements and notes thereto
               for the year ended June 30, 2001.

Note B -       Going concern

               The accompanying financial statements have been prepared in
               conformity with generally accepted accounting principles, which
               contemplate continuation of the company as a going concern.
               Additional capital infusion is necessary in order for the company
               to continue its operations over the next twelve months. This
               factor raises substantial doubt about the Company's ability to
               continue as a going concern.

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

               RESULTS OF OPERATIONS (THREE MONTHS ENDED
               SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
               SEPTEMBER 30, 2000).

               The Company reported a loss of approximately $85,000 or $.01 per
               share for the first quarter of fiscal year 2002. This compares
               with a loss of approximately, $126,000 or $.01 per share for the
               first quarter 2001. The decrease in loss was due primarily to the
               decrease of selling, general and administrative expenses,
               specifically a reduction of compensation and consulting fees.

               LIQUIDITY AND CAPITAL RESOURCES


               On September 30, 2001 the company had cash of approximately
               $7,000. The principle source of liquidity was sales of common
               stock for net proceeds of $30,000.


               Management anticipates that additional capital will be required
               to finance the Company's operations. The Company believes that
               anticipated proceeds from the sales of securities will be
               sufficient to finance the Company's operations at currently
               anticipated levels for a period of at least twelve months.
               However, there can be no assurance that the Company will not
               encounter unforeseen difficulties that may deplete its capital
               resources more rapidly than anticipated or it may not be able to
               raise additional funds from the sale of securities as planned.


<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Pacific Sands, Inc. (the "Company" or "Pacific Sands") was incorporated in the
State of Nevada on July 7, 1994. The Companies 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 does business as "Natural Water Technologies," and produces a
nontoxic compound for eliminating germs and bacteria for use in spas and
cleaning products. The Company's target markets include retail and industrial
uses. The Company is currently marketing retail spa products and testing
equipment for industrial use. Such industrial use tests have brought positive
results. As such, the Company believes its marketing of its products for
industrial use will yield positive financial benefits for the Company in the
future.

This 10-Q includes "forward-looking statements" within the meaning of the
"safe-harbor' provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are based on management's current
expectations and beliefs and are subject to a number of factors which could mean
the actual result may materially differ from those described in the
forward-looking statement. Although the Company believes these forward-looking
statements to be reasonable there can be no assurance that such expectations
will prove to be correct.

Management has worked to increased revenues through increased sales by the
Company. The Company does experience difficulties due to lack of liquidity and
has experienced and operating loss of $84,945. Management is seeking to improve
liquidity by increasing revenues, striving to become more profitable, increase
marketing potential of the Company's products and secure adequate financing for
its future operational plan. However, there can be no assurance that management
will be successful in their endeavors.

The Company has no material commitments for any significant capital expenditures
at this time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company qualifies as a small business issuer as defined in Regulation S-K,
Section 230.405, and therefore is not required to provide this information.



<PAGE>


                            PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

During the quarter ended September 30, the Company engaged in a settlement of
the matter of Garabedian Bros., Inc. dba Valley Welding & Machine Works v.
              ------------------------------------------------------------
Pacific Sands, Inc.
-------------------

The Company is engaged in no other legal proceedings at this time. The Company
does not foresee any involvement in legal proceedings in the future.

Item 2. Changes in Securities and Use of Proceeds.


The Company  raised  $30,000  through its  convertible  debenture  program.  All
parties converted and as such 414,815 shares were issued through this program.


Item 3. Defaults Upon Senior Securities.

The Company has no default upon senior securities.

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

There has not been a matter voted upon by Security Holders during the quarterly
period ended September 30, 2001.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

The Company has no Exhibits to be filled as part of this quarterly report. No
Form 8-K reports have been filed by the Company during the quarter for which
this report is filed.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Pacific Sands, Inc.
                                            -------------------
                                               (Registrant)




Date: November 20, 2001                       /s/ Stanley Paulus
                                            -------------------------
                                            Stanley Paulus, President



Date: November 20, 2001                        /s/ Rita Paulus
                                            -------------------------
                                            Rita Paulus, Treasurer