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, 2000

[ ]  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.)





                     601 W. Shaw Ave., #D Clovis, CA 93612
                     --------------------------------------
                    (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 December  31,  2000,  the Company had  19,953,000  shares of its $.001 par
value common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

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



PART I FINANCIAL INFORMATION

      Item 1. Financial Statements

      Condensed Balance Sheet at December 31, 2000 (unaudited)

      Condensed  Statements of Operations for the Quarter Ended December 31,
        2000 and 1999 (unaudited)

      Condensed Statements of Cash Flows for the Quarter Ended
        December 31, 2000 and 1999 (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>
Pacific Sands, Inc.
Condensed Balance Sheet
(Unaudited)


                                                               December 31, 2000
                                                               -----------------
ASSETS

Current assets:
        Cash                                                        $     4,889
        Inventory                                                       117,711
        Other                                                            25,165
                                                               -----------------
            Total current assets                                        147,765
                                                               -----------------
Property and equipment, net                                               7,192
                                                               -----------------
                                                                    $   154,957
                                                               =================
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
        Accounts payable                                            $    60,648
        Accrued expenses                                                 20,133
        Deferred revenue                                                 27,505
                                                               -----------------
            Total current liabilities                                   108,286
                                                               -----------------
Commitments and contingencies

Shareholder's equity:
        Common stock                                                     19,953
        Additional paid-in capital                                    2,009,596
        Accumulated deficit                                          (1,977,364)
        Treasury stock, at cost                                          (5,514)
                                                               -----------------
            Total equity                                                 46,671
                                                               -----------------
                                                                    $   154,957
                                                               =================



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




<PAGE>

<TABLE>
<CAPTION>



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


                                                 Three Months Ended December 31,      Six Months Ended December 31,
                                                            (Restated)                         (Restated)
                                                      2000              1999              2000             1999
                                                 -------------     -------------     -------------     -------------
<S>                                              <C>               <C>               <C>               <C>
Net sales                                        $      7,601      $      8,233      $     13,460      $     12,487

Cost of goods sold                                      1,672             3,176             4,530             5,516
                                                 -------------     -------------     -------------     -------------
    Gross profit                                        5,929             5,057             8,930             6,971

Selling, general and administrative expenses           38,994           136,801           117,500           463,183
                                                 -------------     -------------     -------------     -------------
    Loss from operations                              (33,065)         (131,744)         (108,570)         (456,212)

Interest expense                                                                          (50,667)          (33,419)
                                                 -------------     -------------     -------------     -------------

Net loss                                         $    (33,065)     $   (131,744)     $   (159,237)     $   (489,631)
                                                 =============     =============     =============     =============
Basis and diluted net loss per share             $       --        $      (0.01)     $      (0.01)     $      (0.05)
                                                 =============     =============     =============     =============
Basis and diluted weighted average shares          18,437,243         9,127,300        18,437,243         9,127,000
                                                 =============     =============     =============     =============







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


</TABLE>








<PAGE>


<TABLE>
<CAPTION>

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


                                                                       Three months              Six months
                                                                     ended December 31,        ended December 31,
                                                                        (Restated)               (Restated)
                                                                    2000         1999         2000         1999
                                                                 ----------   ----------   ----------   ----------
<S>                                                              <C>          <C>          <C>          <C>
Cash flows from operative activities:
       Net Loss                                                  $ (33,065)   $(131,744)   $(159,237)   $(489,631)
       Adjustments to reconcile net loss to net cash
             used by operating activities:
             Depreciation and amortization                             390           57          744        6,955
             Common shares issued for services                        --           --           --        297,400
             Embeded interest expense                                 --           --         50,667       33,419
             Changes in assets and liabilities:
                 Accounts receivable                                  --         (3,082)        --         (3,082)
                 Inventory                                         (11,786)        (428)     (90,392)        (428)
                 Other assets                                        1,677          --         155           --
                 Accounts payable                                   18,526          120       35,863          120
                 Accrued expenses                                      529       (2,782)       1,615       (3,474)
                                                                 ----------   ----------   ----------   ----------
             Net cash used by operating activities                 (23,729)    (137,859)    (160,585)    (158,721)
                                                                 ----------   ----------   ----------   ----------
             Cash flows from investing activities:
                 Purchases of property and equipment                  --           --         (3,114)      (8,076)
                                                                 ----------   ----------   ----------   ----------
             Cash flows from financing activities:
                 Issuance of common stock for cash                    --           --        152,000         --
                 Proceeds from debentures                             --        211,000         --        300,000
                 Purchased treasury stock
                                                                 ----------   ----------   ----------   ----------
                     Net cash provided by financing activities        --        211,000      152,000      300,000
                                                                 ----------   ----------   ----------   ----------
             Net increase (decrease) in cash                       (23,729)      73,141      (11,699)     133,203

             Cash, beginning of period                              28,618       78,862       16,588       18,800
                                                                 ----------   ----------   ----------   ----------
             Cash, end of period                                 $   4,889    $ 152,003    $   4,889    $ 152,003
                                                                 ==========   ==========   ==========   ==========
             Supplemental disclosure of cash flow information:
                 Cash paid for:
                     Interest                                    $    --      $    --      $    --      $    --
                     Taxes                                       $    --      $    --      $    --      $    --

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

</TABLE>


<PAGE>


Pacific Sands, Inc.
Notes to condensed Financial Statements
(Unaudited)
December 31, 2000

Note A - Basis of presentation

          The accompany  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 note include all of the information  required by
          generally 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 and the six
          months ended December 31, 2000 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, 2000.

Note B - Going concern

          The accompany  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 ANALYIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

          RESULTS OF OPERATIONS  (THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31,
          2000 COMPARED TO THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1999.

          The Company reported a loss of approximately $33,000 or $.00 per share
          for the second quarter of fiscal year 2000.  This compares with a loss
          of  approximately,  $132,000 or $.01 per share for the second  quarter
          1999.  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 December 31, 2000 the company had cash of approximately $5,000. The
          principle  source  of  liquidity  was  sales of  common  stock for net
          proceeds of $152,000 that occurred during the first quarter of 2000.

          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 difficulities
          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.

DESCRIPTION OF RECENT SALE OF UNREGISTERED & REGISTERED SECURITIES


          In August 2000, the Company raised  additional  money through the same
          vehicle of a convertible debenture program as note above. Such program
          allowed the option of full repayment plus 8% per annum at August 2001,
          or the  right to  convert  such debt at a rate of 75% of the bid price
          the day  prior to the date of  election  of  conversion.  The  Company
          raised a total of $152,000 to date through this convertible  debenture
          vehicle.  To date, all those who have  participated in the convertible
          debenture  program have elected to convert their debenture amount into
          shares of the Company.  Thus, the Company has issued  2,002,114 shares
          as a result of this debenture program.

          Detail of the above shares issued is as follows:

          In  August  7, 2000 the  Company  issued  to  Steven G Larsen  148,148
          shares,  to Edward C Miner 74,074 shares,  to Michael L Wynoff 148,148
          shares,  to Paul Fresonole  148,148 shares, to Robert G Warren 370,370
          shares,  to Roxanne  Richardson-Malotte  148,148  shares,  to Khaching
          Hovanesslen  200,000,  to George Von Bozzay 74,074 shares,  to Loretta
          Ferraro 74,074 and to Universal Church of the Master 74,074 shares.

          In September  20, 2000 the Company  issued to Louis  Buonocor  199,999
          shares.

          In September  27, 2000 the Company  issued to Stan  Merdinger  342,857
          shares.

<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.

      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: February 20, 2001