WASHINGTON, D.C. 20549


                                   FORM 10-QSB
                                  AMENDMENT #1
(Mark One)


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

                  For the quarterly period ended March 31, 2002

                  [ ] 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.)


                    (Address of principal executive offices)

                                 (559) 325-7023
                           (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 March 31, 2002, the Company had 18,569,509 shares of its $.001 par value
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

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

<PAGE>


     PART I FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Condensed Balance Sheet at March 31, 2002 (unaudited)

                 Condensed Statements of Operations for the Quarter Ended
                   March 31, 2002 and 2001 (unaudited)

                 Condensed Statements of Cash Flows for the Quarter Ended
                   March 31, 2002 and 2001 (unaudited)

                 Notes to Condensed Financial Statements (unaudited)

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

<PAGE>



Pacific Sands, Inc.
Balance Sheet -  Unaudited
March 31, 2002


CURRENT ASSETS                                     3/31/2002          3/31/2001
                                                 -----------        -----------
 Cash                                            $       971        $    12,812
 Accounts Receivable                                 176,697             25,165
 Inventory                                             1,268             98,939
 Others Assets                                           365               --
                                                 -----------        -----------
                                                     179,301            136,916

PROPERTY& EQUIPMENT                                    4,713              5,741
                                                 -----------        -----------
TOTAL ASSETS                                     $   184,014        $   142,657
                                                 ===========        ===========

CURRENT LIABILITIES

 Accounts Payable                                $    49,920        $    62,143
 Accrued Expenses                                    186,936             39,477
 Notes Payable-P Construction                         52,291              7,000
                                                 -----------        -----------
                                                     289,147            108,620
                                                 -----------        -----------
STOCKHOLDERS EQUITY

 Common Stock                                         18,834             20,305
 Additional Paid In Capital                        1,979,610          2,039,244
 Deficit                                          (2,063,388)        (1,787,998)
 Treasury Stock At Cost                              (40,189)          (237,514)
                                                 -----------        -----------
TOTAL EQUITY                                        (105,133)            34,037
                                                 -----------        -----------

TOTAL LIABILITIES & EQUITY                       $   184,014        $   142,657
                                                 ===========        ===========
<PAGE>

<TABLE>
<CAPTION>


Pacific Sands, Inc.
Condensed Statement of Operation - Unaudited
March 31, 2002

                                         Three Months Ended                Nine Months Ended
                                              March 31                        March 31
                                     ----------------------------    ----------------------------
                                         2002            2001            2002            2001
                                     ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>
Net Sales                            $    168,540    $      7,237    $    264,298    $     20,697

Cost of Goods Sold                         14,347           2,175          81,141           6,705
                                     ------------    ------------    ------------    ------------
Gross Profit                              154,193           5,062         183,157          13,992

Selling, general & admn exp               122,326          43,114         235,872         165,197
                                     ------------    ------------    ------------    ------------
Loss from operation                        31,867         (38,052)        (52,715)       (151,205)

Interest Expense                           (3,333)           --           (26,000)        (50,667)

Other Income                                 --              --               711            --

Net Income (Loss) for the Period     $     28,534    $    (38,052)   $    (78,004)   $   (201,872)

Basic & diluted net loss per share   $      0.002    $     (0.002)   $     (0.004)   $     (0.011)
                                     ------------    ------------    ------------    ------------

Basic & diluted weighted               18,264,153      18,451,711      18,264,153      18,451,711
     average shares

DEFICIT - JUNE 30, 2001                         (1,985,384.00)
                                                --------------
DEFICIT - MARCH 31, 2002                        (2,063,388.00)
                                                --------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Pacific Sands, Inc.
Cash Flow
March 31, 2002

                                             Three Months Ended        Nine Months Ended
                                                 March 31                  March 31
                                         ----------------------    ----------------------
                                            2002         2001         2002         2001
                                         ----------    --------    ----------   ---------
<S>                                      <C>           <C>         <C>         <C>
Cash flow from operating activities:


Net Income (Loss)                        $  28,534    $ (38,052)   $ (78,004)   $(201,872)


Adjustments to reconcile net loss to
net cash used by operating activities:

     Depreciation                              460          297        1,381        1,041
     Capital Asset Traded for Services        --          1,154         --          1,154
     Common shares issued for services        --           --           --           --
     Embeded interest expense                3,333         --         26,000       50,667
     Changes in asset & Liabilities
     Accounts receivable                   (93,206)        --       (176,697)        --
     Inventory                               6,250       (2,933       67,397      (99,125)
     Other assets                              187         --            283          155
     Accounts payable                        1,758        1,496        1,863       37,358
     Notes payable                            --          7,000        9,500        7,000
     Accrued expenses                       31,383        8,961       66,853       20,960
                                         ----------    --------    ----------   ---------
Net cash used by operating activities      (21,301)     (22,077)     (81,424)    (182,662)
                                         ----------    --------    ----------   ---------
Cash from investing activities


     Purchases of property & equipment        --           --           --         (3,114)
                                         ----------    --------    ----------   ---------
Cash flow from financing activities
     Issuance of common stock               10,000       30,000       78,001      182,000
           for cash
     Proceeds from debenture                  --           --           --           --
                                         ----------    --------    ----------   ---------
Net cash from financing activities          10,000       30,000       78,001      182,000
                                         ----------    --------    ----------   ---------
 Net increase (decrease) in cash           (11,301)       7,923       (3,423)      (3,776)

 Cash, Beginning of period                  12,272        4,889        4,394       16,588
                                         ----------    --------    ----------   ---------
 Cash, End of period                     $     971    $  12,812    $     971    $  12,812
                                         ==========    ========    ==========   =========
 Supplemental disclosure of cash flow
    information for cash paid for:

     Interest                                 --           --           --           --
                                         ----------    --------    ----------   ---------
     Taxes                               $     800    $     800    $     800    $     800
                                         ----------    --------    ----------   ---------
</TABLE>

<PAGE>

Pacific Sands, Inc.
Notes to Condensed Financial Statements - Unaudited
March 31, 2002



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
     may 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 six months  ended  December  31,  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

The company reported a net income of  approximately  $28,534 or $0.002 per share
for the third  quarter  of fiscal  year  2002.  This  compares  with the loss of
approximately $38,052 or $0.02 for the second quarter of fiscal year 2001.

LIQUIDITY & CAPITAL RESOURCES

On March 31, 2001, the company has a cash of  approximately  $971. The principal
source of liquidity was from sale of common stock for the net proceed of $10,000
that occurred on February 1, 2001 plus collection of trade receivables.


As of February 2002, the company raised a total of $264,500 to date...  ...Thus,
the company has issued 3,776,831 shares as a result of this debenture program.




<PAGE>

     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

                            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.

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/ Stan Paulus
                                                    -----------------
                                                    Stan Paulus
                                                    Chief Executive Officer
      Dated: May 15, 2002