WASHINGTON, D.C. 20549

                                   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, 2004

         [ ]      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,  2004,  the Company had  30,298,973  shares of its $.001 par
value common stock issued and outstanding.


<PAGE>


Transitional Small Business Disclosure Format (check one):

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

PART I   FINANCIAL INFORMATION

  Item 1. Financial Statements

   Condensed Balance Sheet at December 31, 2004 (unaudited)..................4

   Condensed Statements of Operations for the Three Months Ended
    December 31, 2004 and 2003 (unaudited)...................................5

   Condensed Statements of Stockholders' Equity
    December 31, 2004 and 2003 (unaudited)...................................6

   Condensed Statements of Cash Flows for the Three Months Ended
    December 31, 2004 and 2003 (unaudited)...................................7

   Notes to Condensed Financial Statements (unaudited).......................8


PART II  OTHER INFORMATION

  Item 1.  Legal Proceedings.................................................15

  Item 2.  Changes in Securities.............................................15

  Item 3.  Defaults Upon Senior Securities...................................15

  Item 4.  Submission of Matters to a Vote of Security Holders...............15

  Item 5.  Other Information.................................................15

  Item 6.  Exhibits and Reports on Form 8-K..................................15

  Signatures.................................................................15






                                      -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  December  31,  2004 and the  related  statements  of
operations  for the three and six months ended  December 31, 2004 and 2003,  and
the statements of  stockholders'  equity and cash flows for the six months ended
December  31,  2004  and  2003.  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  plans 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, 2004 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, 2004 is fairly stated, in all material respects,  in relation to the balance
sheet from which it has been derived.

/s/ Frank L. Sassetti & Co.

January 19, 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

                       DECEMBER 31, 2004 AND JUNE 30, 2004

                                     ASSETS
                                     ------
                                                     December 31,
                                                         2004         June 30,
                                                     (A Review)         2004
                                                     -----------    -----------
CURRENT ASSETS

Cash and cash equivalents                            $    35,305    $    44,098
Trade receivables (net of allowance for doubtful
     accounts of $176,223 for both periods)               69,182         63,301
Inventories                                               10,946          5,598
Prepaid expenses                                           2,357            925
                                                     -----------    -----------
     Total Current Assets                                117,790        113,922
                                                     -----------    -----------
PROPERTY AND EQUIPMENT
Furniture and fixtures                                     2,798
Manufacturing equipment                                    3,153
Office equipment                                           1,852
                                                     -----------    -----------
                                                           7,803
Less accumulated depreciation                              1,019
                                                     -----------    -----------
     Property and Equipment, net                           6,784
                                                     -----------    -----------
                                                     $   124,574    $   113,922
                                                     ===========    ===========

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

CURRENT LIABILITIES
     Accounts payable                                $    26,779    $    17,198
     Accrued expenses                                     67,415         40,237
     Notes payable                                        48,292         50,792
                                                     -----------    -----------
               Total Current Liabilities                 142,486        108,227
                                                     -----------    -----------

LONG TERM LIABILITIES
     Wages payable                                       107,485        100,000
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock                                         34,185         30,299
     Additional paid in capital                        2,707,315      2,560,602
     Treasury stock, at cost                              (5,514)        (5,514)
     Accumulated deficit                              (2,739,903)    (2,558,212)
     Less: due from shareholder                         (121,480)      (121,480)
                                                     -----------    -----------
               Total Stockholders' Equity               (125,397)       (94,305)
                                                     -----------    -----------
                                                     $   124,574    $   113,922
                                                     ===========    ===========

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

                                      -4-

<PAGE>

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

                                 STATEMENTS OF OPERATIONS

                   THREE AND SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                        (A Review)

                                    Three Months Ended             Six Months Ended
                                       December 31,                  December 31,
                              ----------------------------   ----------------------------
                                  2004            2003           2004            2003
                              ------------    ------------   ------------    ------------
<S>                           <C>             <C>            <C>             <C>
NET SALES                     $     20,019    $     10,681   $     36,817    $     25,029

COST OF SALES                        4,903            (484)        15,271           4,538
                              ------------    ------------   ------------    ------------
GROSS PROFIT                        15,116          11,165         21,546          20,491

SELLING AND
  ADMINISTRATIVE EXPENSES           81,276          38,115        203,127          71,026
                              ------------    ------------   ------------    ------------
LOSS FROM OPERATIONS               (66,160)        (26,950)      (181,581)        (50,535)
                              ------------    ------------   ------------    ------------

OTHER INCOME (EXPENSES)
   Interest expense                                                (3,000)
   Miscellaneous income                                             2,890
                              ------------    ------------   ------------    ------------
  Total Other Income(Expenses)                                       (110)
                              ------------    ------------   ------------    ------------

LOSS BEFORE INCOME TAXES           (66,160)        (26,950)      (181,691)        (50,535)
                              ------------    ------------   ------------    ------------
INCOME TAXES
                              ------------    ------------   ------------    ------------
NET LOSS                      $    (66,160)   $    (26,950)  $   (181,691)   $    (50,535)
                              ============    ============   ============    ============
BASIC AND DILUTED NET LOSS
PER SHARE                     $     (0.002)   $     (0.001)  $     (0.006)   $     (0.002)
                              ============    ============   ============    ============
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES                  32,618,523      27,798,873     31,554,220      27,994,525
                              ============    ============   ============    ============

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

                                            -5-
</TABLE>
<PAGE>

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

                                               STATEMENTS OF STOCKHOLDERS' EQUITY

                                          SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                                           (A Review)

                                Common Stock                         Treasury Stock
                                ------------                         --------------
                           Number of              Additional Paid  Number of            Accumulated    Shareholder
                            Shares        Amount      In Capital   Shares    Amount      Deficit      Receivable       Total
                          -----------   ---------    -----------   -------   --------   ------------   ----------   ----------
<S>                       <C>           <C>          <C>           <C>       <C>        <C>            <C>          <C>
Balance at June 30,
 2003,                    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                      27,798,873    $  27,799    $ 2,326,803   (9,000)   $(5,514)   $(2,469,976)   $            $(120,888)
                          ===========   =========    ===========   =======   ========   ============   ==========   ==========

Balance at June 30, 2004  30,298,873    $  30,299    $ 2,560,602   (9,000)   $(5,514)   $(2,558,212)   $(121,480)   $ (94,305)

Issuance of Common Stock:
 For Cash                  2,904,969          905         49,541                                                       50,446
 For Options Excercised    2,633,333        2,633          9,667                                                       12,300
 For Cancellation of Debt    347,481          348         20,805                                                       21,153

Below market rate stock
 options granted                                          66,700                                                       66,700

Net loss                                                                                   (181,691)                 (181,691)
                          -----------   ---------    -----------   -------   --------   ------------   ----------   ----------
Balance at December 31,
 2004                      36,184,656   $  34,185    $ 2,707,315   (9,000)   $(5,514)   $(2,739,903)   $(121,480)   $(125,397)
                          ===========   =========    ===========   =======   ========   ============   ==========   ==========

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


                                                              -6-
</TABLE>

<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                            STATEMENTS OF CASH FLOWS

                   SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (A Review)

                                                            2004         2003
                                                         ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(181,691)   $ (50,535)
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities -
    Depreciation                                             1,019          920
    Compensation of below market stock
     options granted                                        66,700
    Changes in assets and liabilities -
     Trade accounts receivable                              (5,881)       4,579
     Inventories                                            (5,348)       2,944
     Prepaid insurance                                      (1,432)        (744)
     Accounts payable and other current liabilities         42,912         (179)
     Wages payable                                           7,485       45,000
                                                         ---------    ---------
      Net Cash Provided by (Used in)
        Operating Activities                               (76,236)       1,985
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment                                    (7,803)
                                                         ---------    ---------

      Net Cash Used in Investing Activities                 (7,803)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                  50,446
  Issuance of common stock - exercise of options            10,300
  Issuance of notes payable                                 15,000
  Repayment of note payable                                   (500)      (5,000)
                                                         ---------    ---------

      Net Cash Provided by (Used in)
        Financing Activities                                75,246       (5,000)
                                                         ---------    ---------

NET DECREASE IN CASH AND CASH
 EQUIVALENTS                                                (8,793)      (3,015)

CASH AND CASH EQUIVALENTS
  Beginning of period                                       44,098        4,691
                                                         ---------    ---------

  End of period                                          $  35,305    $   1,676
                                                         =========    =========

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION
   Cash paid during the six months for
   Interest                                              $            $
                                                         =========    =========
   Income taxes                                          $            $
                                                         =========    =========

SUPPLEMENTAL INFORMATION FROM
 NONCASH FINANCING ACTIVITIES
  Cancellation of distribution rights                    $            $  40,000
                                                         =========    =========
  Conversion of debt to equity                           $  21,153    $
                                                         =========    =========
  Conversion of debt to equity -
        options exercised                                $   2,000    $
                                                         =========    =========


                                      -7-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

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, 2004
     and the  statements  of  operations  for the  three  and six  months  ended
     December 31, 2004 and 2003, and the statements of stockholders'  equity and
     cash  flows for the six  months  ended  December  31,  2004 and  2003,  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, 2004 and the
     results of operations  and cash flows for the six months ended December 31,
     2004 and 2003.

     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 three to
     five years primarily using the straight-line  method.  Depreciation charges
     totaled $1,019 and $920 in 2004 and 2003, 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 six months  ended  December 31, 2004 and
     2003,   advertising   and  promotion   costs   totaled   $3,569  and  $200,
     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.


                                      -8-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

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 December 31, 2004 and June 30, 2004 consisted of the
     following.

                                   December 31, 2004       June 30, 2004
                                   -----------------     -----------------
                 Raw materials              $ 7,841               $ 5,598

                 Finished goods               3,105
                                   -----------------     -----------------

                                            $10,946               $ 5,598
                                   =================     =================





                                      -9-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

3.   NOTES PAYABLE

          Notes   payable   consist  of  various   small   unsecured   notes  to
     shareholders/officers  at rates  fluctuating up to 8%.  Management  accrued
     $3,000 in interest  which was  converted to equity  during the period ended
     December 31, 2004.

4.   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.

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 six months  ended  December
     31, 2004 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. See Note 7 for further information on stock-based compensation.  The
     following table summarizes the effect on net losses and losses per share if
     the Company had applied the fair value recognition  provisions of Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  123,  "Accounting  for
     Stock-Based  Compensation,"  to stock-based  employee  compensation for the
     respective years:

                                                            Six Months Ended
                                                              December 31,
                                                            2004         2003
                                                         ----------   ----------

Net  losses, as reported                                 $(181,691)   $ (50,535)
  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       (70,000)
                                                         ----------   ----------
Pro forma net losses                                     $(184,991)   $ (50,535)
                                                         ==========   ==========
Basic and diluted loss per share:
            As reported                                  $  (0.006)   $  (0.002)
            Pro forma                                       (0.006)      (0.002)


                                      -10-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

5.   STOCK-BASED COMPENSATION - CONTINUED

          Employee stock options are as follows:

                                                      Price per share
                                                      ---------------
                                                                  Weighted
                                   Shares           Range         Average
                                   ------           -----         -------
Balance, June 30, 2004
   Granted                        6,100,000      $.001 - .10    $    0.031
   Exercised                     (2,633,333)      .001 - .03         0.005
   Cancelled
                                 -----------
Balance, December 31, 2004        3,466,667        .03 - .10          0.05
                                 ===========

        No options were issued during the six months ended June 30, 2003.

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 $1,176 per month.
     The Company is  responsible  for  insuring the  premises.  Rent expense was
     approximately  $2,280 and $4,000 for the six months ended December 31, 2004
     and 2003, respectively.

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
     3,466,667 shares of exercisable potentially dilutive options outstanding as
     of December 31,  2004.  There were no options  outstanding  at December 31,
     2003.

                                                   Six Months Ended December 31,
                                                   -----------------------------
                                                       2004             2003
                                                   -------------   -------------
Basic and diluted loss per share:
  Numerator:
   Net loss                                        $   (181,691)   $    (50,535)
                                                   -------------   -------------
Denominator:
  Basic and diluted weighted average number of
   common shares outstanding during
   the period                                        31,554,220      27,994,525
                                                   -------------   -------------

Basic and diluted loss per share                   $     (0.006)   $     (0.002)
                                                   =============   =============


                                      -11-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

7.   BASIC AND DILUTED LOSS PER SHARE - CONTINUED

                                                 Three Months Ended December 31,
                                                 -------------------------------
                                                      2004            2003
                                                  -------------   -------------
Basic and diluted loss per share:
 Numerator:
  Net loss                                        $    (66,160)   $    (26,950)
                                                  -------------   -------------
Denominator:
 Basic and diluted weighted average number of
  common shares outstanding during
  the period                                        32,618,523      27,798,873
                                                  -------------   -------------

Basic and diluted loss per share                  $     (0.002)   $     (0.001)
                                                  =============   =============

          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 December  31, 2004 are as
     follows:

      Deferred tax asset

      Net operating loss carryforwards       $ 663,600

      Valuation allowance                     (663,600)
                                             ----------
      Net deferred tax asset                 $      -
                                             ==========


                                      -12-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

8.   INCOME TAXES - CONTINUED

          At December 31, 2004, the Company has net operating loss carryforwards
     for Federal tax purposes of  approximately  $1,896,000  which, if unused to
     offset future taxable income, will expire in years beginning in 2018.

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 recorded 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 are still being held in escrow
     by legal council, the transaction has been recorded as due from shareholder
     as of December 31, 2004 and June 30, 2004.

          The  new  management  team  has  reviewed  the old  outstanding  trade
     payables and trade receivables and concluded that $36,044 of trade payables
     should be forgiven.






                                      -13-
<PAGE>


                               PACIFIC SANDS, INC.
                         DBA NATURAL WATER TECHNOLOGIES

                          NOTES TO FINANCIAL STATEMENTS

                  DECEMBER 31, 2004 AND 2003 AND JUNE 30, 2004

10.  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 decided to abandon
     the debt (see Note 9).

          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 six
     month ended December 31, 2004 or 2003.

11.  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, 2004 or June 30, 2004.  (See Note 10),
     however the Company no longer  sells to this  customer.  For the six months
     ended  December  31,  2004,  one  customer   accounted  for   approximately
     thirty-four percent(34%) of the Company's sales or purchases.

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  December 31,
     2004,  the  Company  had  incurred  cumulative  losses of  $2,739,903.  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.


                                      -14-
<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


                                   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 14, 2005





                                      -15-
<PAGE>


                                                                      EXHIBIT 99

                            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 the December 31, 2004 Quarterly Report of Pacific Sands, Inc.
(the  "Registrant")  on Form 10-QSB for the quarter ended  December 31, 2004, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I,  Michael  Michie,  Chief  Financial  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 14, 2005                    /s/ Michael Michie
                                            ------------------
                                            Michael Michie
                                            Chief Financial Officer










                                      -16-
<PAGE>


                                  CERTIFICATION

I, Michael Wynhoff, certify that:

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

2.   Based on my knowledge,  this  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  financial  statements,  and  other  financial
     information  included  in this  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 14, 2005



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




                                      -17-
<PAGE>


                                  CERTIFICATION

I, Michael Michie, certify that:

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

8.   Based on my knowledge,  this  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  financial  statements,  and  other  financial
     information  included  in this  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 14, 2005



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








                                      -18-