UNITED
STATES


SECURITIES
AND EXCHANGE
COMMISSION


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 March 31, 2008





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





For the
transition period from _______________ to _______________




Commission
File Number:  000-29483





Pacific
Sands, Inc.


(Exact
name of small business issuer as specified in its charter)




Nevada
            88-0322882State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer 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 May
15, 2008, the Company had 38,699,771 shares outstanding of its $.001 par
value common stock.





Transitional
Small Business Disclosure Format (check one):





Yes ____     
No  _ X









TABLE OF CONTENTS






PagePART I 
      FINANCIAL INFORMATIONItem
      1.
              Financial StatementsBalance
      Sheet as of March 31, 2007 (unaudited)
              3Statements of Operations for the Three and Nine Months
      Ended March 31, 2008 and 2007 (unaudited)
              4Statements of Cash Flows for the Nine Months Ended March
      31, 2008 and 2007 (unaudited)
              5Notes
      to Financial Statements (unaudited)
              7Item
      2.
              Management Discussion and Analysis of Financial Condition and
      Results of Operation
              17Item
      3.
              Quantitative and Qualitative Disclosers About Market
      Risk
              22Item
      4.
              Controls and Procedures
              23PART II 
      OTHER INFORMATIONITEM
      1.
              LEGAL
      PROCEEDINGS
              25ITEM
      2.
              UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
              25ITEM
      3.
              DEFAULTS UPON SENIOR SECURITIES
              25ITEM
      4.
              SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
              25ITEM
      5.
              OTHER
      INFORMATION
              25ITEM
      6.
              EXHIBITS
              25SIGNATURES
              26EX-31.1
      (Certifications required under Section 302 of the Sarbanes-Oxley Act of
      2002)EX-31.2
      (Certifications required under Section 302 of the Sarbanes-Oxley Act of
      2002)EX-32.1
      (Certifications required under Section 906 of the Sarbanes-Oxley Act of
      2002)EX-32.2
      (Certifications required under Section 906 of the Sarbanes-Oxley Act of
      2002)
  2




PACIFIC
SANDS, INC.


BALANCE
SHEET
 MARCH
31, 2008


ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            1,946Trade
      accounts receivables, net of allowances for doubtful accounts of
      $13,602
            
            
            202,068Inventories
            
            
            99,942Prepaid
      expenses
            
            
            7,193Other
      current assets
            
            
            11,236Total
      Current Assets
            
            
            322,385PROPERTY
      AND EQUIPMENTFurniture
      and equipment
            
            
            24,954Manufacturing
      equipment
            
            
            25,204Leasehold
      improvements
            
            
            3,035Computer
      software
            
            
            15,27768,470Less
      accumulated depreciation
            
            
            (27,273
            )Property
      and Equipment, net
            
            
            41,197OTHER
      ASSETSSecurity
      deposits
            
            
            816Goodwill
            
            
            846,703Other
      Assets
            
            
            847,519Total
      Assets
            
            $
            1,211,101LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESNotes
      payable - bank
            
            $
            105,224Notes
      payable - other
            
            
            25,000Current
      maturities of long-term obligations
            
            
            188,565Accounts
      payable
            
            
            174,404Customer
      deposits
            
            
            18,062Accrued
      expenses
            
            
            190,266Deferred
      compensation
            
            
            139,732Total
      Current Liabilities
            
            
            841,253LONG
      TERM LIABILITIESCapital
      leases, less current portion
            
            
            8,908Notes
      payable - Natural Choices acquisition, less current
portion
            
            
            503,936Notes
      payable - settlement obligation, less current portion
            
            
            62,500Total
      Liabilities
            
            
            1,416,597STOCKHOLDERS'
      EQUITYCommon
      stock (50,000,000 shares authorized, 45,308,958shares issued and
      38,699,771 shares outstanding)
            
            
            45,310Additional
      paid in capital
            
            
            3,898,363Treasury
      stock, at cost
            
            
            (132,030
            )Accumulated
      deficit
            
            
            (4,017,139
            )Total
      Stockholders' Equity
            
            
            (205,496
            )Total
      Liabilities and Stockholders' Equity
            
            $
            1,211,101










3




PACIFIC
SANDS, INC.
 STATEMENTS
OF OPERATIONS
 THREE
AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007




Three
      months ended
              
              
              Nine
      months endedMarch
      31,
              
              
              March
      31,2008
              
              
              2007
              
              
              2008
              
              
              2007NET
      SALES
              
              $
              243,145
              
              
              $
              151,486
              
              
              $
              576,187
              
              
              $
              377,612COST
      OF SALES
              
              
              73,079
              
              
              
              69,074
              
              
              
              204,522
              
              
              
              175,797GROSS
      PROFIT
              
              
              170,163
              
              
              
              82,412
              
              
              
              371,665
              
              
              
              201,815SELLING
      AND ADMINISTRATIVE EXPENSES
              
              
              251,319
              
              
              
              202,318
              
              
              
              661,080
              
              
              
              740,269LOSS
      FROM OPERATIONS
              
              
              (81,156
              )
              
              
              (119,906
              )
              
              
              (289,415
              )
              
              
              (538,454
              )OTHER
      INCOME (EXPENSE)Interest
      expense
              
              
              (8,992
              )
              
              
              (13,118
              )
              
              
              (17,870
              )
              
              
              (37,828
              )Other
              
              
              5,096
              
              
              
              171
              
              
              
              10,096
              
              
              
              174LOSS
      BEFORE INCOME TAXES
              
              
              (85,148
              )
              
              
              (132,853
              )
              
              
              (297,189
              )
              
              
              (576,108
              )INCOME
      TAXES
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (85,148
              )
              
              $
              (132,853
              )
              
              $
              (297,189
              )
              
              $
              (576,108
              )BASIC
      AND DILUTED NET LOSSPER SHARE
              
              $
              (0.002
              )
              
              $
              (0.004
              )
              
              $
              (0.008
              )
              
              $
              (0.018
              )BASIC
      AND DILUTED WEIGHTED AVERAGESHARES OUTSTANDING
              
              
              37,503,493
              
              
              
              33,985,846
              
              
              
              35,382,982
              
              
              
              32,687,522
     4


PACIFIC
SANDS, INC.
 STATEMENTS
OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007


2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (297,189
            )
            
            $
            (576,108
            )Adjustments
      to reconcile net loss to net cash used in operating activities
      -Depreciation
            
            
            10,180
            
            
            
            6,333Deferred
      compensation
            
            
            -
            
            
            
            36,346Compensation
      expenses on stockoptions granted
            
            
            -
            
            
            
            134,211Common
      shares and rights issued forservices and
    compensation
            
            
            73,350
            
            
            
            158,758Changes
      in assets and liabilities -Trade
      accounts receivable
            
            
            (85,774
            )
            
            
            44,913Inventories
            
            
            7,002
            
            
            
            19,650Prepaid
      expenses
            
            
            9,899
            
            
            
            (827
            )Other
      assets
            
            
            (5,077
            )
            
            
            (7,090
            )Accounts
      payable and other current liabilities
            
            
            108,963
            
            
            
            19,690Net
      Cash Used in Operating Activities
            
            
            (178,646
            )
            
            
            (164,124
            )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of Natural Choices - initial payment
            
            
            (60,000
            )
            
            
            -Purchases
      of equipment
            
            
            -
            
            
            
            (8,801
            )Net
      Cash Used in Investing Activities
            
            
            (60,000
            )
            
            
            (8,801
            )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
            
            
            167,000
            
            
            
            10,900Issuance
      of treasury stock
            
            
            -
            
            
            
            125,000Issuance
      of notes payable
            
            
            140,864
            
            
            
            71,809Exercised
      stock options
            
            
            -
            
            
            
            20,000Repayment
      of note payable and long term obligation
            
            
            (65,443
            )
            
            
            (43,681
            )Deferred
      compensation payments
            
            
            (15,798
            )
            
            
            -Net
      Cash Provided by Financing Activities
            
            
            226,623
            
            
            
            184,028NET
      (DECREASE) INCREASE IN CASH ANDCASH EQUIVALENTS
            
            
            (12,023
            )
            
            
            11,103CASH
      AND CASH EQUIVALENTSBeginning
      of year
            
            
            13,969
            
            
            
            4,977End
      of year
            
            $
            1,946
            
            
            $
            16,080










5




PACIFIC
SANDS, INC.
 STATEMENTS
OF CASH FLOWS
 NINE
MONTHS ENDED MARCH 31, 2008 AND 2007




SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION


2008
            
            
            2007Cash
      paid during the year for:Interest
            
            $
            5,973
            
            
            $
            24,710Income
      taxes
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      INFORMATION FROM NONCASH FINANCINGAND INVESTING
      ACTIVITIESConversion
      of debt to equity
            
            $
            41,048
            
            
            $
            38,807Capital
      lease obligations
            
            $
            8,892
            
            
            $
            6,368Common
      stock issued as down payment for machinerypurchased under capital
      lease
            
            $
            4,108
            
            
            $
            -Reclassification
      of settlement obligation (previouslyrecorded as deferred
      compensation)
            
            $
            100,000
            
            
            $
            -Debt
      obligation incurred upon acquisition ofthe assets of Natural
      Choices Home Safe Products
            
            $
            647,814
            
            
            $
            -










6




PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS




1.
            BASIS OF
      PRESENTATION




The
accompanying unaudited interim financial statements of Pacific Sands, Inc., have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
(“SEC”), and should be read in conjunction with the audited financial statements
and notes thereto contained in Pacific Sands, Inc’s Annual Report filed with the
SEC on Form 10-KSB for the year ended June 30, 2007.  In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected
herein.  The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.  Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2007 as reported elsewhere in this Form 10-QSB have been
omitted.


2.
              DESCRIPTION OF
      BUSINESS AND SIGNIFICANT ACCOUNTING
  POLICIES
  Nature of Business - Pacific
Sands, Inc. with the right to do 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.  In addition, through its recent acquisition of Natural
Choices Home Safe Products, the Company has begun to market environment and
health-responsible commercial and home cleaning products.
  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 two to seven years primarily using the
straight-line method.  Depreciation charges totaled $10,180 and $6,332
during the nine months ended March 31, 2008 and 2007, 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 fiscal nine months ended March 31, 2008 and
2007, advertising and promotion costs totaled $12,547 and $20,630,
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.
  7
  PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
 Accounts Receivable - The
Company makes judgments as to the collectibility of trade and other accounts
receivable based on historic trends and future
expectations.  Management estimates an allowance for doubtful
receivables, which reflects its current assessment of the collectibility of the
receivables. Management believes that the current specific and general
receivable reserves aggregating $13,602 are adequate as of March 31,
2008.
  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.
  Recent Accounting
Pronouncements - The following is a summary of recent authoritative
pronouncements that affect accounting, reporting and disclosure of financial
information by the Company.
  In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements. SFAS No. 157 provides enhanced guidance for using
fair value to measure assets and liabilities. The standard also requires
expanded disclosures about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value and the
effect of fair value measurements on earnings. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company does not expect the
adoption of Statement No. 157 to materially impact the Company’s financial
statements.
  In
February 2007, the FASB issued SFAS No. 159 "The Fair Value
Option for Financial Assets and Financial Liabilities". SFAS No. 159 permits
entities to choose, at specified election dates, to measure eligible items at
fair value (the "fair value option"). A business entity shall report unrealized
gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of SFAS No. 157, "Fair
Value Measurements". . The Company does not expect the adoption of
Statement No. 157 to materially impact the Company’s financial
statements.
  8
  PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
  In
December 2007, the FASB issued SFAS No. 141(R), 'Business Combinations -
Revised,' that improves the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, this statement establishes principles and requirements how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree, recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. The changes to current
practice resulting from the application of SFAS No. 141(R) are effective for
financial statements issued for fiscal years beginning after December 15, 2008.
The adoption of SFAS No. 141(R) before December 15, 2008 is prohibited. The
Company has not determined the effect, if any, that may result from the adoption
of SFAS No. 141(R) on its financial statements.
  Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.




3.
              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 March 31, 2008,
the Company has incurred cumulative losses of $4,017,139.  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 in order to generate the funds needed
on a going concern basis.





9


PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
  4.
              INVENTORIES




Inventories
at March 31, 2008 consisted of the following:





Raw
      materials
            
            $
            84,578Finished
      goods
            
            
            15,364Total
            
            $
            99,942




5.
              ACCRUED
      EXPENSES




Accrued
expenses at March 31, 2008 consisted of the following:





Accrued
      compensation
            
            $
            75,784Accrued
      taxes
            
            
            40,308Accrued
      professional fees
            
            
            51,500Accrued
      other
            
            
            22,674Total
            
            $
            190,266




6.
              NOTES
      PAYABLE


The
Company received a line of credit from Dell Financial Services for $15,000 with
an imputed interest rate of 27.24% on any outstanding balance.  To
date the Company has used the
line of credit to purchase computer hardware to serve its accounting and
e-commerce functions.  As of March 31, 2008, $5,352 was outstanding
against the line of credit.








Notes
payable - other consist of three small unsecured notes to stockholders and
directors at rates fluctuating up to 10%.











10




PACIFIC
SANDS, INC


NOTES
TO FINANCIAL STATEMENTS




7.
            LONG TERM
      OBLIGATIONS














Note
payable – settlement obligation is due to a former officer of the Company
pursuant to a settlement of a legal dispute between the Company and the former
officer.  Under the terms of the settlement agreement, the
Company will pay $100,000 over a two and a half year period beginning in
February 2008. The Company has the option to settle the entire obligation if it
pays the officer a total of $80,000 by December 7, 2008. Prior to the settlement
agreement being executed, the Company had accrued $100,000 as deferred
compensation and $10,000 of accrued interest related to this obligation. As a
result of the settlement the Company reduced accrued interest by $10,000 and
recorded the amount as other income.


8.
              ACQUISITION


On
February 8, 2008 the Company completed the purchase of the assets Natural
Choices Home Safe Products, LLC (“Natural Choices”) pursuant to the terms of an
Asset Purchase Agreement (the “Agreement”) for a purchase price of $890,000 in
cash and shares of Company common stock payable over a three-year period as
follows:


·
            $50,000
      in the form of 500,000 shares of the Company’s restricted common stock
      paid as earnest money prior to
closing.


·
            $60,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      paid at closing.


·
            $40,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      due August 1, 2008.


·
            $50,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      due February 1, 2009.


·
            $100,000
      cash and $100,000 in the form of the Company’s restricted common stock due
      August 1, 2009.


·
            $200,000
      in cash due February 1, 2010.


·
            $140,000
      in cash due August 1, 2010.





The
aggregate consideration for the purchase price of Natural Choices was recorded
by the Company as follows:





Common
      stock issued as earnest money prior to closing, at fair
    value
            
            $
            50,000Cash
      paid at closing
            
            
            60,000Common
      stock issued at closing, at fair value
            
            
            50,000Debt
      obligation incurred
            
            
            730,000Less:
      imputed interest on debt obligation incurred
            
            
            (82,186
            )$
            807,814








11


PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
  The
acquisition of the assets of Natural Choices has been accounted for as a
purchase and the purchase price, including the direct costs of acquisition, have
been allocated as follows:





Accounts
      receivable
            
            $
            17,645Inventories
            
            
            13,687Accounts
      payable
            
            
            (40,221
            )Direct
      cost of acquisition
            
            
            (30,000
            )Goodwill
            
            
            846,703$
            807,814





The
excess of the purchase price over the estimated fair value of the tangible
assets acquired and liabilities assumed was recorded as goodwill. These
allocations are subject to revision.


9.
              STOCKHOLDERS'
      EQUITY
 On
September 25, 2007, the Company issued 200,000 shares of its common stock, par
value $0.001 per share, to an unrelated investor for $20,000.
  On
September 25, 2007, the Company issued 60,000 shares of its common stock, par
value $0.001 per share, to its three directors and 117,500 shares of its common
stock, par value $0.001 per share, to three consultants for services performed.
The fair market value of the shares on the date issued was $0.09 per
share.  The Company recorded compensation expense of $15,975 related
to the issuance of these shares.
  On
October 10, 2007, the Company issued 87,500 shares of its common stock, par
value $0.001 per share, to three consultants for services performed. The fair
market value of the shares on the date issued was $0.10 per
share.  The Company recorded compensation expense of $8,750 related to
the issuance of these shares.
  On
December 28, 2007, the Company issued 500,000 shares of its common stock, par
value $0.001 per share as earnest money toward the purchase price for the
acquisition of Natural Choices Home Safe Products, LLC (See Note
14).  The fair market value of the shares on the date
issued was $0.10 per share. The Company recorded the earnest payment related to
the issuance of the these shares as a prepaid non-current
asset




On
December 31, 2007, the Company issued 522,222 shares of its common stock, par
value $0.001 per share, to an unrelated investor for $47,000.




On
December 31, 2007, the Company issued 60,000 shares of its common stock, par
value $0.001 per share, to its three directors and 235,000 shares of its common
stock, par value $0.001 per share, to employees and consultants. The fair market
value of the shares on the date issued was $0.09 per share.  The Company
recorded compensation expense of $21,150 related to the issuance of these
shares.




12




PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS


On
February 8, 2008, the Company issued 500,000 shares of its common stock, par
value $0.001 per share as payment toward the purchase price for the acquisition
of Natural Choices Home Safe Products, LLC.  The fair market value of
the shares on


the date
issued was $0.10 per share.




On
February 8, 2008 the Company converted two notes payable due to unrelated
parties plus accrued interest totaling $31,928 into 399,095 shares of its common
stock, par value $0.001 per share.  The fair market value of the
shares on the date issued was $0.08 per share.




On
February 8, 2008, the Company issued 125,000 shares of its common stock, par
value $0.001 per share, to a consultant for services performed. The fair market
value of the shares on the date issued was $0.095 per share.




On
February 8, 2008, the Company issued 1,250,000 shares of its common stock, par
value $0.001 per share, to an unrelated investor for $100,000.




On March
4, 2008, the Company converted accounts payable of $9,120 into 114,000 shares of
its common stock, par value $0.001 per share.  The fair market value
of the shares on the date issued was $0.08 per share.




On March
31, 2008, the Company issued 48,330 shares of its common stock, par value $0.001
per share as partial payment for machinery and equipment purchased under a
capital lease agreement.  The fair market value of the shares on the
date issued was $0.085 per share.




On March
31, 2008, the Company issued 80,000 shares of its common stock, par value $0.001
per share, to its three directors and 40,000 shares of its common stock, par
value $0.001 per share, to a consultant. The fair market value of the shares on
the date issued was $0.085 per share.  The Company recorded
compensation expense of $10,200 related to the issuance of these
shares.




10.
              LEASE
      COMMITMENTS




The
Company entered into a one and a half year lease expiring July 31, 2007 for
11,000 square feet of office and warehouse space for approximately $2,000 per
month. Subsequent to expiration, the Company is leasing the facility on a month
to month basis under the existing terms.  The Company is responsible
for insuring the premises.  Rent expense was approximately $22,203
and $18,006 for the nine months ended March 31, 2008 and 2007,
respectively.





13





PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
  11.
              LOSS PER
      SHARE


Basic
loss per common share is based on the weighted average number of common shares
outstanding in each period and net earnings. a  Diluted earnings per
common assumes that outstanding common shares were increased by shares issuable
upon exercise of those stock options for which market price exceeds exercise
price, less shares which could have been purchased by the Company with related
proceeds.




The
following table sets forth the computation of basic and diluted earnings per
share.


Nine
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007NumeratorBasic
      and diluted loss
            
            $
            (297,189
            )
            
            $
            (576,108
            )DenominatorBasic
      and diluted earnings per share-weighted average shares
      outstanding
            
            
            35,382,982
            
            
            
            32,687,522Basic
      and diluted loss percommon
      share
            
            $
            (0.008
            )
            
            $
            (0.018
            )





Outstanding stock options were not
included in the computation of diluted earnings per common share for the nine
month periods ended March 31, 2008 and 2007 since it would have resulted in an
antidilutive effect.




Anti-dilutive
securities not included in the net loss per share calculation:





March
      31, 2008
            
            
            March
      31, 2007Stock
      options
            
            
            3,000,000
            
            
            
            3,000,000




12.
              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.
  14
  PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS
  The tax
effects of existing temporary differences that give rise to significant portions
of deferred tax assets at March 31, 2008 are as
follows:




Net
      Operating Loss Carryforwards
            
            $
            788,000Deferred
      compensation
            
            
            81,000Stock
      Option Compensation
            
            
            65,000Valuation
      Allowance
            
            
            (934,000
            )Net
      deferred Tax Asset
            
            $
            -





At March 31, 2008, the Company has net
operating loss carryforwards for Federal tax purposes of approximately
$2,694,000 which, if unused to offset future taxable income, will expire in
years beginning in 2018.




Effective
July 1 2007, the Company adopted FASB issued FIN No. 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109, which clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes.The interpretation prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
No. 48 requires recognition of tax benefits that satisfy a greater than 50%
probability threshold.  The adoption of FIN No. 48 did not have a
material impact on the Company’s financial statements for the nine months ended
March 31, 2008.


13.
              RELATED PARTY
      TRANSACTION
  Two of
the current officers of the Company have agreed to defer a substantial portion
of their salaries until such time as it may be paid.  As of March 31,
2008, the deferred compensation for these two officers was
$139,700.  Prior to accepting the position as an
officer of the Company, one of the current officers agreed to defer $11,500 of
his professional consulting services which is still unpaid as of March 31,
2008.  The deferred
compensation charged to operations for the nine months ended March 31, 2007 was
$36,300. No amounts were charged to deferred compensation for the nine months
ended March 31, 2008. Payments of deferred compensation of $15,800 were
made by the Company to one of the officers during the nine months ended March
31, 2008.


14.
              COMMITMENTS AND
      CONTINGENCIES


The
Company received notice on May 3, 2007 that a lawsuit had been filed against the
Company in US District Court, Eastern District of California by the Company's
former CEO, Stanley Paulus.  The lawsuit demanded payment of $105,000
plus penalties and legal fees for a note that was issued in June of
2006.  The note was based on deferred salaries accrued for Mr. Paulus
during his tenure as CEO of the Company.  On June 7, 2007, the Company
filed a counter-complaint specifying certain allegations against Mr. 
Paulus.  On June 27, 2007, Mr. Paulus filed a motion to dismiss the
Company's counter-complaint.  On August 12, 2007, the Court denied Mr.
Paulus' motion to dismiss, but did order the Company to amend its
counter-complaint which the Company did and filed on September 12,
2007.




15


PACIFIC
SANDS, INC
 NOTES
TO FINANCIAL STATEMENTS




On
January 24, 2008 Pacific Sands, Inc. (“Company”) and its former CEO, Stanley
Paulus, entered into a settlement agreement resolving all legal actions between
them, each party being responsible for its own legal expenses. Proceedings
had been pending in the US District Court, Eastern District of
California.  The proceedings involved certain compensation and note
claims alleged by Mr. Paulus, as well as certain allegations by the Company
relating to compensation and performance deficiencies during Mr. Paulus’ tenure
as CEO.  The Company will pay Mr. Paulus $100,000 over a two and a
half year period. Mr. Paulus extended an option to the Company for a pre-payment
discount. Once final payment is made, Mr. Paulus shall file a dismissal with
prejudice within two weeks thereafter.




15.
              CONCENTRATIONS




The
Company distributes water treatment and nontoxic cleaning products to the entire
U.S. market.  For the nine months ended March 31, 2008 and 2007, one
customer accounted for approximately 25% and 20% of the Company's
sales.




16


Item
2. Management Discussion and Analysis of Financial Condition and Results of
Operation
 
 THIS
REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY
UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING
FUTURE EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY
PREDICTIONS AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS
USUALLY CONTAIN THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," OR
SIMILAR EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY REVIEW VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED BELOW, AS WELL AS
THE MATTERS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON 10-KSB FOR THE YEAR
ENDED JUNE 30, 2007 AND ITS OTHER SEC FILINGS. THESE RISKS AND UNCERTAINTIES
COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
INDICATED IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR PUBLICLY ANNOUNCE REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
 
 Pacific
Sands, Inc. (the "Company" or "Pacific Sands") was incorporated in the State of
Nevada on July 7, 1994. The Company's 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 also does business as "Natural
Water Technologies" and ecoONE Marketing Group.
 
 The
Company develops, manufactures, markets and sells a range of non-toxic,
environment friendly cleaning and water-treatment products based on proprietary
blended botanical and nontoxic chemical technologies. The Company's products
have applications ranging from water installation maintenance (spas, swimming
pools, fountains, decorative ponds) to cleaning (non-toxic household and
industrial) and pet care.
 
 The
Company has a mature, actively marketed product line known as the ecoONE® Spa
Treatment system as well as ecoONE® Pool conditioner and the Pacific Sands
All-Purpose Hose Filter. Pacific Sands is also the master distributor for Rain
Forest Blue, an EPA Registered chlorine and bromine free, non irritating, odor
free, bactericide / algaecide alternative for the treatment of pool
water.
 
 Currently
the Company markets and sells its product lines over the Internet and through
numerous retail outlets in the US, Canada and Europe. The products are also sold
via Pacific Sands distributors, manufacturer's representatives and
internationally established pool and spa industry distribution
networks.
  17
 The
Company's goal is to achieve sustained and significant profitability through
revenues achieved by marketing and sale of its nontoxic, earth, health and
kid-friendly, ecoONE® Pool, Spa, Household Cleaning and other product
lines.
 
 In July
of 2004, management began the implementation of a three year market saturation
strategy for the ecoONE® line of pool and spa products. The strategy has been
very successful to date, resulting in sharp increases in sales, dealer and
distributor outlets and industry recognition.
 
 Management
intends to continue the aggressive marketing and sale of its products through
direct retail and a widening base of retail outlets, distribution centers and
OEM arrangements in order to achieve its goals.
 
 The
Company's ability to achieve its objectives is dependent on its ability to
sustain and enhance its revenue stream and to continue to raise funds through
loans, credit and the private placement of restricted securities until such time
as the Company achieves sustained fiscal profitability.
 
 To date,
the Company has funded operations through a combination of revenues from the
sale of its products, established credit with vendors, a bank line of credit and
the sale of rule 144 stocks through private placement. The Company's failure to
continue to raise adequate financing to fund operations may jeopardize its
existence. (See “Liquidity and Capital Resources”)
 
 Management
knows of no additional trends or uncertainties beyond those discussed that are
reasonably likely to have a material impact on the Company's short or long-term
liquidity.
 
 ACQUISITION
OF NATURAL CHOICES
 
 On
February 8, 2008 the Company completed the purchase of the assets Natural
Choices Home Safe Products, LLC (“Natural Choices”) pursuant to the terms of an
Asset Purchase Agreement (the “Agreement”) for a purchase price of $890,000 in
cash and shares of Company common stock payable over a three-year
period.
 
 Natural
Choices Home Products markets environmentally and health friendly consumer and
commercial cleaning products both in United States and various territories
outside the U.S.  Management believes that the acquisition of Natural
Choices benefits the Company in several ways as discussed below.
 
 
 Reduced
Overhead for Natural Choices:
 By
merging into Pacific Sands, the operational overhead for Natural Choices is
significantly reduced, thus potentially substantially increasing gross margins
for the Natural Choices products. Natural Choices cost savings include general
overhead such as rent and utilities and employee and accounting
expenses.
 
 Potential
Growth Through In-House Marketing and Sales Support:
 Pacific
Sands has focused its efforts primarily on marketing and sales for the past
several years. Consequently, we have a highly qualified marketing and sales
staff as well as internal production ability for new labels, printing, video,
internet and imaging. Natural Choices has placed more focus on new product
development. Consequently, we now have the ability to apply Pacific Sands
marketing and sales staff to a fresh, new line of products that, while achieving
relatively significant sales, has never been aggressively marketed.
 
 18
  Less
Reliance on Narrow Market Channels:
 To Date,
Pacific Sands has achieved the majority of its sales through the sale of its
ecoone pool and spa water management systems. Since the management transition of
2004, the Company has grown this business in excess of 12 fold. While management
believes that the Company will continue to grow the pool, spa and water
maintenance sections of the business at its current rate or better, the addition
of new sales channels and markets will serve to insulate the Company from
industry-specific slow downs and enhance the overall stability of the Company's
revenue stream.
 
 The
market for environment and health friendly consumer and commercial cleaning
products is still in the very early stages and is expanding rapidly. Management
believes that the acquisition of Natural Choices, which is already
well-established in these markets, places Pacific Sands in an ideal position to
actively compete in the environmental products market place.
 
 Expanded
Business Model to include Re-label and Custom Formulation:
 Natural
Choices achieves a significant portion of its revenue through private and custom
label sales. Pacific Sands will continue to foster and pursue this business
model as it offers the fastest track to entry into the 'big box” distribution.
Natural Choices currently sells to approximately 25 re-label and custom label
customers. A number of these are manufacturers who already have established
sales channels of complementary products through national hardware and building
supply chains such as Home Depot, Lowes, etc. For instance, a major paint
manufacture may have a desire to sell a cleaning product to compliment their
paint line but no interest in developing or manufacturing that product. This is
the ideal situation where Natural Choices' broad spectrum of specialty products
can fill a market niche with a built-in distribution channel without having to
expend the marketing and sales dollars generally necessary to gain access to
those markets.
  RESULTS
OF OPERATIONS
 
 Results
for the three months ending March 31, 2008 compared to the three months ending
March 31, 2007.
 
 For the
three months ending March 31, 2008 net sales were $243,242, an increase of 61%
over net sales of $151,486 for the same period in 2007. The increase in sales is
attributable to the additional sales recorded as a result of the acquisition of
Natural Choices.
  Cost of
Goods Sold was $73,079 or 30% of net sales compared to $69,074 or 46% for the
same period the previous fiscal year. The significant decrease is due in part to
difference in gross margins between the existing Pacific Sands products and the
Natural choices products.  In addition there were some costing
adjustments as a result of new less costly packaging
designs.
  For the
three months ending March 31, 2008, selling and general administrative expenses
were $251,319 compared to $202,318 for the three months ending March 31, 2007.
The overall increase in selling and general administrative is due part to an
increase in compensation expense for the addition of the former officers of
Natural Choices and one additional employee who began employment during the
second quarter of fiscal 2008.   Other selling, general and
administrative have also increased as a result of the volume
increase.
  19
 Interest
expense for the three months ended March 31, 2008 was $8,992 as compared to
$13,118 for the same period in fiscal 2007.  The decrease is
attributed to the reduction of five capital lease obligations for which the
Company makes monthly payments thus reducing the principal owed. Other income of
$5,000 relates to the reversal of a liability that had been accrued as a note
due to a former officer of the Company. In December 2007, the Company and the
former officer agreed to a settlement. The $5,000 represents the amount of
principal accrued in excess of the settlement amount.
 
 Net loss
for the three months ended March 31, 2008 was $85,148 or $0.002 per share
compared to a net loss of $132,853 or $0.004 per share for the same period in
fiscal 2007.
 
 Results for the nine months
ending March 31, 2008 compared to the nine months ending March 31,
2007
 
 For the
nine months ending March 31, 2008 net sales were $576,187 compared to net sales
of $377,612 for the same period in 2007. The increase of 53% in net sales is
attributable in part to the additional sales recorded as a result of the
acquisition of Natural Choices. In addition, a number of other factors
contributed including a continuing increase in the number of retail outlets
carrying the ecoONE® pool and spa treatment products.
 
 Gross
profit for the nine months ending March 31, 2008 was $371,665 or 64% compared to
$201,815 or 53% for the nine months ending March 31, 2007.  In part,
increase in gross profit percentage can be attributed to the Natural Choices
products and certain costing adjustments made during the current quarter. In
addition, the higher gross profit during the nine months ended March 31, 2008
also resulted from newer less costly packaging designs.
 
 For the
nine months ending March 31, 2008, selling and general administrative expenses
were $661,080 compared to $740,269 for the nine months ending March 31, 2007.
During the nine months ended March 31, 2007, the Company recorded stock based
compensation related to the issues of common stock for services and stock
options to its officers, of approximately $293,000 compared to stock based
compensation of $73,350 for the nine months ended March 31,
2008.  Other general and administrative expenses increased during the
nine months ended March 31, 2008 with the addition of employees and the
acquisition of Natural Choices.
 
 Interest
expense for the nine months ended March 31, 2008 was $17,869 as compared to
$37,828 for the same period in fiscal 2007.  The decrease is
attributed to the reduction of five capital lease obligations for which the
Company makes monthly payments thus reducing the principal owed. In addition,
during the nine months ended March 31, 2007 the Company accrued interest of
$5,000 on deferred compensation owed to a former officer. The accrued interest
was reduced by $5,000 in December 2007 pursuant to the terms of a settlement
agreement between the Company and the former officer. The $5,000, along with the
reversal of $5,000 of related debt, was recorded as other income on the
Statement of Operations.
 
 Net loss
for the nine months ended March 31, 2008 was $297,189 or $0.008 per share
compared to a net loss of $576,108 or $0.018 per share for the same period in
fiscal 2007. The larger loss during the nine months ended March 31, 2007 is
attributed to lower sales volume and significantly higher selling and
administrative expenses resulting from stock based compensation in the form of
options issued to officers and restricted common stock issued to officers,
directors and consultants.
 
 20
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Management
believes that the Company is positioned for sales growth but will require
additional funding to continue operations. The Company's ability to achieve its
objectives is dependent on its ability to sustain and enhance its current
revenue stream and to continue to raise funds through loans, vendor credit and
the private placement of restricted securities until such time as the Company
sustains fiscal profitability. To date, the Company has funded operations and
expansion through a combination of revenues from the sale of its products,
established credit with vendors, deferred salaries and the sale of rule 144
stock through private placement. The Company's failure to continue to raise
adequate financing to fund planned expansion may jeopardize its plans for
growth.
 
 At the
March 31, 2008, the Company had current assets of $322,385 and total assets of
$847,519. Cash and cash equivalents totaled $1,946 on March 31, 2008. Non
current assets include Goodwill resulting from the acquisition of natural
Choices in the amount of $846,703.
 
 Current
liabilities at March 31, 2008 were $ 841,253. Current liabilities include
accounts payable, customer deposits and accrued expenses totaling approximately
$383,000.  Notes payable to banks approximate $105,000. Current
liabilities also include $30,000 in payments due to a former officer pursuant to
a settlement agreement executed in December 2007. The non-current portion of the
note is $62,500 payable over a two year period.  Finally, current
liabilities include the current portion of the debt obligation incurred for the
acquisition of Natural Choices.  The non current portion of the debt
is $504,000.  The debt is payable in cash and the Company’s restricted
common stock over a three year period as follows:
  ●
              $50,000
      in the form of 500,000 shares of the Company’s restricted common stock
      paid as earnest money prior to closing.●
              $60,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      paid at closing.●
              $40,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      due August 1, 2008.●
              $50,000
      in cash and $50,000 in the form of the Company’s restricted common stock
      due February 1, 2009.●
              $100,000
      cash and $100,000 in the form of the Company’s restricted common stock due
      August 1, 2009.●
              $200,000
      in cash due February 1, 2010.●
              $140,000
      in cash due August 1, 2010.
  Net cash
used in operating activities during the nine months ended March 31, 2008 was
$178,646 compared to $164,124 used in operating activities during the nine
months ended March 31, 2007. The net loss for the nine months ended March 31,
2007 was significantly higher than the same period in the current fiscal year,
however a large portion of the 2007 loss was attributable to stock based
compensation and thus did not impact cash flows.
  21
  The
Company used $60,000 in cash at closing of the acquisition of Natural Choice.
For the nine months ended March 31, 2007, cash flows used in investing
activities totaled $8,801 for the purchase of capital assets...
 
 Net cash
provided by financing activities was $226,623 and $184,028 for the nine months
ended March 31, 2008 and 2007, respectively. In July 2007, the Company executed
a bank line of credit for $100,000. At March 31, 2008 the Company had a balance
due of approximately $99,000. The proceeds were used primarily to fund
operations. Additionally, the Company received $167,000 by issuing 1,972,222
shares of its common stock to three unrelated investors during the nine months
ended March 31, 2008. A portion of those funds were used to make the initial
cash payment for the acquisition and fund certain other direct costs of
acquisition.
 
 The
Company's ability to achieve its objectives is dependent on its ability to
sustain and enhance its revenue stream and to continue to raise funds through
loans, credit and the private placement of restricted securities until such time
as the Company achieves profitability. To date, management has been successful
in raising cash on an as-needed basis for the continued operations of the
Company. There is no guarantee that management will be able to continue to raise
needed cash in this fashion.
 
 The
Company has no material commitments for capital expenditures at this time. The
Company has no “off balance sheet” source of liquidity
arrangements.
 
 Item
3. Quantitative and Qualitative Disclosers About Market Risk
 
 An
investment in the common stock of the Company involves a high degree of risk. In
addition to the other information in this report, the following risk factors
should be considered carefully in evaluating the Company and its business. This
Report contains forward-looking statements. All forward-looking statements are
inherently uncertain as they are based on current expectations and assumptions
concerning future events or future performance of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
are only predictions and speak only as of the date hereof. Forward-looking
statements usually contain the words "estimate," "anticipate," "believe,"
"plan," "expect," or similar expressions, and are subject to numerous known and
unknown risks and uncertainties. In evaluating such statements, prospective
investors should review carefully various risks and uncertainties identified in
this report, including the matters set below and in the Company's other SEC
filings. These risks and uncertainties could cause the Company's actual results
to differ materially from those indicated in the forward-looking statements. The
Company undertakes no obligation to update or publicly announce revisions to any
forward-looking statements to reflect future events or
developments.
  THE
COMPANY HAS EXPERIENCED LOSSES FROM OPERATIONS SINCE COMMENCING
OPERATIONS:
 With the
exception of 4th
quarters of fiscal 2007 and 2006, the Company since commencing operations, has
not been profitable on an annual or quarterly basis. The Company cannot
guarantee that recent quarterly profitability will continue on a quarter by
quarter basis. The Company may not, in the future, generate sufficient revenues
to achieve sustainable profitability.
  POSSIBLE
DIFFICULTY FINANCING PLANNED GROWTH:
 The
Company's present plans require an amount of expenditure and working capital. In
the future the Company will require financing in addition to the cash generated
from operations to fund planned growth. If additional resources are unavailable
the Company may be unable to grow according to its present plan.
  22
  MANAGEMENT'S
ASSUMPTIONS REGARDING THE FUTURE MARKET MAY BE FAULTY:
 Management
assumes there will be a continuing and increased desirability in the retail
market for nontoxic, environment and health friendly products for cleaning and
water treatment use. Should management's assumptions as to this increased
desirability be faulty, the Company may have difficulty achieving its planned
growth.
  THE LOSS
OF KEY PERSONNEL COULD ADVERSELY AFFECT THE COMPANY:
 The
Company is run by a small number of key personnel. Should the Company experience
a loss of these key people due to their inability or unwillingness to continue
in their present positions, the Company's business and financial results could
be adversely affected.
  Item
4. Controls and Procedures
 
 (a)
Evaluation of disclosure controls and procedures
  We
maintain disclosure controls and procedures designed to ensure that financial
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed,
summarized, and reported within the required time periods, and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding disclosure.
  In
connection with the completion of its audit of, and issuance of its report on,
our financial statements for the year ended June 30, 2007, Frank L. Sassetti
& Co. (“Sassetti”) considered our internal controls in order to determine
their auditing procedures for the purpose of expressing their opinion on the
financial statements and not to provide assurance on our internal controls.
Sassetti identified deficiencies that existed in the design or operation of our
internal controls over financial reporting that it considered to be “significant
deficiencies” or “material weaknesses.” The Public Company Accounting Oversight
Board (“PCAOB”) has defined “significant deficiency” as a control deficiency, or
a combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with generally accepted accounting principles such
that there is more than a remote likelihood that the misstatement of the
Company’s annual or interim financial statements that is more than
inconsequential will not be detected. The PCAOB has defined a “material
weakness” as a “significant deficiency or combination of significant
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim financial will not be prevented or
detected.”
 
 Significant
deficiencies or material weaknesses in our internal controls related to
segregation of incompatible duties and controls over inventory and equity
transactions still exist.  We have disclosed those significant
deficiencies and material weaknesses to our Board of Directors. Additional
effort will continue to work with our management and outside advisors with the
goal to implement internal controls over financial reporting that are adequate
and effective.
  23
  Because
of inherent limitations of internal control, errors or fraud may nevertheless
occur and not be detected. Also, projection of any evaluation of the internal
control to future periods is subject to the risk that internal control may
become inadequate because of changes in conditions or that the degree of
compliance may deteriorate. Sassetti noted the following significant
deficiencies that they believe to be material weaknesses: (i) Improve
segregation of incompatible accounting department duties, (ii) Improve
maintenance of accounting records by implementing the use of an accounting
software system and (iii) Implement a Corporate Code of Conduct.
 
 During
the fourth quarter of fiscal 2007, the Company implemented a new accounting
software system that has and will continue to improve maintenance of accounting
records and enhance controls over financial reporting.
  Based
upon the above evaluation of Management, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are not yet effective, but the procedures are as effective as
possible, considering the fact that there is a lack of segregation of duties
which will continue until such time as the Company can support additional
executive personnel to enhance segregation of duties.
  (b)
Changes in internal controls and procedures
  There has
been no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to material affect, our internal
control over financial reporting.
  24
  PART
II OTHER INFORMATION
 
 ITEM
1 – LEGAL PROCEEDINGS
 
 On
January 24, 2008 Pacific Sands, Inc. (“Company”) and its former CEO, Stanley
Paulus, entered into a settlement agreement resolving all legal actions between
them, each party being responsible for its own legal expenses. Proceedings
had been pending in the US District Court, Eastern District of
California.  The proceedings involved certain compensation and note
claims alleged by Mr. Paulus, as well as certain allegations by the Company
relating to compensation and performance deficiencies during Mr. Paulus’ tenure
as CEO.  The Company will pay Mr. Paulus $100,000 over a two and a
half year period. The Company had previously accrued $105,000 for this
contingent liability. Mr. Paulus extended an option to the Company for a
pre-payment discount. Once payment is completed, Mr. Paulus shall file a
dismissal with prejudice within two weeks thereafter
 
 ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None
 
 ITEM
3 – DEFAULTS UPON SENIOR SECURITIES
 
 None
 
 ITEM
4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 
 ITEM
5 – OTHER INFORMATION
 
 None
 
 ITEM
6 – EXHIBITS
  (a)
              Exhibit
      IndexExhibit
              Description
      of the Exhibit31.1
              Chairman
      of the Board Certification of Periodic Financial Report Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.
  31.2
              Chief
      Financial Officer Certification of Periodic Financial Report Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.
  32.1
              Chairman
      of the Board Certification Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  32.2
              Chief
      Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.
  25
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the small business issuer
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 PACIFIC
      SANDS, INC.Dated:
      May 15, 2008
              By:
              /s/ Michael
      WynhoffMichael
      WynhoffChief
      Executive OfficerDated:
      May 15, 2008
              By:
              /s/ Michael
      MichieMichael
      MichieChief
      Financial Officer
    26