UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSIONWASHINGTON,
      D.C. 20549





FORM
      10-QSB/A





(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, 2006





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





For
      the
      transition period from _______________ to _______________




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  
      N o
      ____




As
      of May
      12, 2006, the Company had 30,785,573 shares outstanding of its $.001 par value
      common stock.








Transitional
      Small Business Disclosure Format (check one):





Yes 
      ____ No X

















PART
                I   FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements
            3Report
                of Independent Registered Public Accounting Firm
            3Condensed
                Balance Sheets as of March 31, 2006 (unaudited) and June 30, 2005
                (audited)
            4Condensed
                Statements of Operations for the Three and Nine Months Ended March
                31, 2006 and 2005 (unaudited)
            5Condensed
                Statements of Stockholders' Equity Nine
                Months Ended March 31, 2006 and 2005 (unaudited)
            6Condensed
                Statements of Cash Flows for the Nine Months Ended March 31, 2006 and
                2005 (unaudited)
            7Notes
                to Condensed Financial Statements (unaudited)
            8Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            15Item
                3.
            Controls
                and Procedures
            18PART
                IIOTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                3.
            Defaults
                Upon Senior Securities
            20Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            20Item
                5.
            Other
                Information
            20Item
                6.
            Exhibits
            20Signatures
            
            20








2





**PART
      I   FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**




**Frank
        L. Sassetti & Co.**
 **Certified
        Public Accountants**
 
 
 The
        Board
        of Directors
 Pacific
        Sands, Inc.
  
 We
        have
        reviewed the balance sheet of PACIFIC SANDS, INC. as of March 31, 2006 and
        the
        related statements of operations for the three and nine months ended March
        31,
        2006 and 2005, and the statements of stockholders' equity and cash flows
        for the
        nine months ended March 31, 2006 and 2005. These interim financial statements
        are the responsibility of the Company's management.
 
 We
        conducted our reviews in accordance with standards of the Public Company
        Accounting Oversight Board (United States). A review of interim financial
        information consists principally of applying analytical procedures to financial
        data and making inquiries of persons responsible for financial and accounting
        matters. It is substantially less in scope than an audit conducted in accordance
        with auditing standards generally accepted in the United States, the objective
        of which is the expression of an opinion regarding the financial statements
        taken as a whole. Accordingly, we do not express such an opinion.
 
 Based
        on
        our reviews we are not aware of any material modifications that should be
        made
        to the financial statements referred to above for them to be in conformity
        with
        accounting principles generally accepted in the United States.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 12 to the financial
        statements, the Company has a significant accumulated deficit which raises
        substantial doubt about the Company's ability to continue as a going concern.
        Management's plans in regard to these matters are also described in Note
        12. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 We
        have
        previously audited, in accordance with the standards of the Public Company
        Accounting Oversight Board (United States), the balance sheet of PACIFIC
        SANDS,
        INC. as of June 30, 2005 and the related statements of operations, stockholders'
        equity and cash flows for the year then ended (not presented herein); and
        in our
        report dated September 17, 2005, we expressed an unqualified opinion on these
        financial statements. In our opinion, the information set forth in the
        accompanying balance sheet as of June 30, 2005 is fairly stated, in all material
        respects, in relation to the balance sheet from which it has been
        derived.
 
 /s/
        Frank
        L. Sassetti & Co.
 
 
 May
        8,
        2006
 Oak
        Park,
        Illinois
 
 
 6611
        W.
        North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433 * Fax (708)
        386-0139
 
  3
 PACIFIC
        SANDS, INC.
 
 BALANCE
        SHEETS
 MARCH
        31,
        2006 AND JUNE 30, 2005
 
 **ASSETS**March
                  31,
              
              June
                  30,2006
              
              2005(A
                  Review)**CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              4,344
              
              $
              541Trade
                  receivables, net of allowances for the doubtful accounts
              
              
              91,480
              
              
              60,699Inventories
              
              
              45,369
              
              
              31,295Prepaid
                  expenses
              
              
              10,527
              
              
              15,210Total
                  Current Assets
              
              
              151,720
              
              
              107,745**PROPERTY
                  AND EQUIPMENT**Furniture
                  and fixtures & office equipment
              
              
              12,090
              
              
              8,618Manufacturing
                  equipment
              
              
              12,204
              
              
              12,653Leasehold
                  improvements
              
              
              3,035
              
              
              3,035Deposit
                  on software costs
              
              
              20,269
              
              
              12,56047,598
              
              
              36,866Less
                  accumulated depreciation
              
              
              6,965
              
              
              2,712Property
                  and Equipment, net
              
              
              40,633
              
              
              34,154**OTHER
                  ASSETS**Accounts
                  receivable - other (net of allowance for doubtful accounts of $
                  235,718)
              
              
              -
              
              
              59,496Security
                  deposits
              
              
              816
              
              
              816Total
                  Other Assets
              
              
              816
              
              
              60,312Total
                  Assets
              
              $
              193,169
              
              $
              202,211**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              119,228
              
              $
              45,544Current
                  maturities of long-term obligations
              
              
              9,528
              
              
              4,751Accrued
                  expenses
              
              
              86,874
              
              
              72,568Deferred
                  compensation
              
              
              200,873
              
              
              121,385Notes
                  payable - other
              
              
              58,631
              
              
              32,500Total
                  Current Liabilities
              
              
              475,134
              
              
              276,748**LONG
                  TERM LIABILITIES**Capital
                  leases, less current portion
              
              
              25,149
              
              
              19,121Total
                  Long Term Liabilities**STOCKHOLDERS'
                  EQUITY**Common
                  stock
              
              
              38,197
              
              
              36,844Additional
                  paid in capital
              
              
              3,013,005
              
              
              2,879,170Treasury
                  stock, at cost
              
              
              (151,030
              )
              
              (151,030
              )Accumulated
                  deficit
              
              
              (3,207,286
              )
              
              (2,858,642
              )Total
                  Stockholders' Equity
              
              
              (307,114
              )
              
              (93,658
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              193,169
              
              $
              202,211
  The
        accompanying notes are an integral part of
        the
        financial statements.
  4
 
 PACIFIC
        SANDS, INC.
 
 STATEMENTS
        OF OPERATIONS
 THREE
        AND
        NINE MONTHS ENDED MARCH 31, 2006 AND 2005
 
 Three
                  months ended
              
              Nine
                  months endedMarch
                  31,
              
              March
                  31,2006
              
              2005
              
              2006
              
              2005NET
                  SALES
              
              $
              136,805
              
              $
              56,528
              
              $
              267,387
              
              $
              93,345COST
                  OF SALES
              
              
              57,606
              
              
              30,796
              
              
              117,606
              
              
              46,067GROSS
                  PROFIT
              
              
              78,199
              
              
              25,732
              
              
              149,781
              
              
              47,278SELLING
                  AND ADMINISTRATIVE EXPENSES
              
              
              188,229
              
              
              109,660
              
              
              490,638
              
              
              312,787LOSS
                  FROM OPERATIONS
              
              
              (109,030
              )
              
              (83,928
              )
              
              (340,857
              )
              
              (265,509
              )OTHER
                  INCOME (EXPENSES)Interest
                  expense
              
              
              (2,434
              )
              
              (400
              )
              
              (5,138
              )
              
              (3,400
              )Loss
                  on Disposal of Assets
              
              
              
              
              
              
              
              
              (2,680
              )Gain
                  from restructuring of related party debt
              
              
              
              
              
              15,791
              
              
              
              
              
              15,791Miscellaneous
                  income
              
              
              16
              
              
              476
              
              
              31
              
              
              3,366Total
                  Other Income(Expenses)
              
              
              (2,418
              )
              
              15,867
              
              
              (7,787
              )
              
              15,757LOSS
                  BEFORE INCOME TAXES
              
              
              (111,448
              )
              
              (68,061
              )
              
              (348,644
              )
              
              (249,752
              )INCOME
                  TAXESNET
                  LOSS
              
              $
              (111,448
              )
              $
              (68,061
              )
              $
              (348,644
              )
              $
              (249,752
              )BASIC
                  AND DILUTED NET LOSS PER SHARE
              
              $
              (0.004
              )
              $
              (0.002
              )
              $
              (0.012
              )
              $
              (0.008
              )BASIC
                  AND DILUTED WEIGHTED AVERAGE SHARES
              
              
              30,537,094
              
              
              30,163,975
              
              
              30,018,273
              
              
              31,227,328
 
 The
        accompanying notes are an integral part of the financial
        statements.
   5
 
 PACIFIC
        SANDS, INC.
 
 STATEMENTS
        OF STOCKHOLDERS' EQUITY
 NINE
        MONTHS ENDED MARCH 31, 2006 AND 2005


Common
                  StockPar
                  value - $.001
                50,000,000
                  shares
              
              Additional
              
              Treasury
                  Stockauthorized
              
              Paid
              
              Number
                  of
              
              
              
              Accumulated
              
              ShareholderShares
              
              Amount
              
              In
                  Capital
              
              Shares
              
              Amount
              
              Deficit
              
              Receivable
              
              TotalBalance
                  at June 30, 2004
              
              
              30,298,873
              
              $
              30,299
              
              $
              2,560,602
              
              
              (9,000
              )
              $
              (5,514
              )
              $
              (2,558,212
              )
              $
              (121,480
              )
              $
              (94,305
              )Issuance
                  of Common Stock:For
                  Cash
              
              
              2,478,822
              
              
              2,479
              
              
              164,485
              
              
              9,000
              
              
              5,514
              
              
              
              
              
              
              
              
              172,478For
                  Options Exercised
              
              
              2,633,333
              
              
              2,633
              
              
              9,667
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              12,300For
                  Cancellation of Debt
              
              
              347,481
              
              
              348
              
              
              20,805
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,153For
                  Professional services
              
              
              400,000
              
              
              400
              
              
              15,100
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,500Retirement
                  of common stock:
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -For
                  cash
              
              
              
              
              
              
              
              
              
              
              
              (2,700,000
              )
              
              (29,550
              )
              
              
              
              
              
              
              
              (29,550
              )In
                  lieu of receivable
              
              
              
              
              
              
              
              
              
              
              
              (4,859,187
              )
              
              (121,480
              )
              
              
              
              
              121,480
              
              
              -Below
                  market rate stock options granted
              
              
              
              
              
              
              
              
              66,700
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              66,700Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (249,752
              )
              
              
              
              
              (249,752
              )Balance
                  at March 31, 2005
              
              
              36,158,509
              
              $
              36,159
              
              $
              2,837,359
              
              
              (7,559,187
              )
              $
              (151,030
              )
              $
              (2,807,964
              )
              $
              -
              
              $
              (85,476
              )Balance
                  at June 30, 2005
              
              
              36,844,298
              
              $
              36,844
              
              $
              2,879,170
              
              
              (7,559,187
              )
              $
              (151,030
              )
              $
              (2,858,642
              )
              $
              -
              
              $
              (93,658
              )Issuance
                of Common Stock:For
                  Cash
              
              
              636,673
              
              
              637
              
              
              67,835
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              68,472For
                  Professional Services
              
              
              656,072
              
              
              656
              
              
              50,749
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              51,405For
                  Salaries
              
              
              70,000
              
              
              60
              
              
              15,251
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,311Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (348,644
              )
              
              
              
              
              (348,644
              )Balance
                  at March 31, 2006
              
              
              38,197,043
              
              $
              38,197
              
              $
              3,013,005
              
              
              (7,559,187
              )
              $
              (151,030
              )
              $
              (3,207,286
              )
              $
              -
              
              $
              (307,114
              )
 
 The
        accompanying notes are an integral part of
        the
        financial statements.
 
  6
  PACIFIC
        SANDS, INC.
 
 STATEMENTS
        OF CASH FLOWS
 NINE
        MONTHS ENDED MARCH 31, 2006 AND 2005
 
 2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (348,644
              )
              $
              (249,752
              )Adjustments
                  to reconcile net loss to net cash used in operating activities
                  -Depreciation
              
              
              4,726
              
              
              2,949Loss
                  on disposal of equipment
              
              
              2,680Deferred
                  compensation
              
              
              79,488
              
              
              14,435Compensation
                  of below market stock options granted
              
              
              
              
              
              66,700Common
                  shares and rights issued for services and compensation
              
              
              66,714
              
              
              15,500Gain
                  from restructuring of related party debt
              
              
              
              
              
              (15,791
              )Changes
                  in assets and liabilities -Trade
                  accounts receivable
              
              
              (30,781
              )
              
              (18,400
              )Inventories
              
              
              (14,074
              )
              
              (20,616
              )Prepaid
                  expenses
              
              
              4,683
              
              
              (4,359
              )Other
                  assets
              
              
              59,496Accounts
                  payable and other current liabilities
              
              
              87,990
              
              
              35,257Net
                  Cash Used in Operating Activities
              
              
              (87,720
              )
              
              (174,077
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchases
                  of equipment
              
              
              (2,704
              )
              
              (17,271
              )Net
                  Cash Used in Investing Activities
              
              
              (2,704
              )
              
              (17,271
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESIssuance
                  of common stock
              
              
              68,472
              
              
              172,478Issuance
                  of common stock - exercise of options
              
              
              
              
              
              10,300Purchase
                  of
                  treasury stock
              
              
              
              
              
              (29,550
              )Issuance
                  of notes payable
              
              
              75,341
              
              
              15,000Repayment
                  of note payable and long term obligation
              
              
              (49,586
              )
              
              (2,501
              )Net
                  Cash Provided by (Used in) Financing Activities
              
              
              94,227
              
              
              165,727NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              3,803
              
              
              (25,621
              )CASH
                  AND CASH EQUIVALENTSBeginning
                  of period
              
              
              541
              
              
              44,098End
                  of period
              
              $
              4,344
              
              $
              18,477SUPPLEMENTAL
                    DISCLOSURES OFCASH FLOW INFORMATIONCash
                  paid during the nine months forInterest
              
              $
              5,138
              
              $
              3,400Income
                  taxes
              
              $
              
              
              $SUPPLEMENTAL
                    INFORMATION FROMNONCASH FINANCING ACTIVITIESConversion
                  of shareholder receivable to treasury stock
              
              
              
              
              $
              121,480Conversion
                  of debt to equity
              
              
              
              
              $
              21,153Conversion
                  of debt to equity - options exercised
              
              
              
              
              $
              2,000Capital
                  Lease Obligations
              
              $
              11,181
 
 The
        accompanying notes are an integral part of
        the
        financial statements.
  7
  
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
 (A
        Review)
 
 1.
              NATURE
                  OF OPERATIONS AND SUMMARY OF 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.
 
 Interim
        Financial Statements - The
        balance sheet as of March 31, 2006 and the statements of operations for the
        nine
        months ended March 31, 2006 and 2005, and the statements of stockholders'
        equity
        and cash flows for the nine months ended March 31, 2006 and 2005, are unaudited.
        In the opinion of management, such financial statements reflect all adjustments,
        which were of a normal and recurring nature, necessary for a fair presentation
        of financial position as of March 31, 2006 and the results of operations
        and
        cash flows for the nine months ended March 31, 2006 and 2005.
 
 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 $4,726 and $2,949 during
        the
        nine months ended on March 2006 and 2005, 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 nine
        months
        ended March 31, 2006 and 2005, advertising and promotion costs totaled $36,041
        and $15,953, respectively.
 
 Income
        Taxes - The
        Company accounts for income taxes under Statement of Financial Accounting
        Standards (SFAS) 109. Under the asset and liability method of SFAS 109, deferred
        income taxes are recognized for the tax consequences of temporary differences
        by
        applying enacted statutory rates applicable to future years to the difference
        between the financial statement carrying amounts and the tax basis of existing
        assets and liabilities.
 
  8
 
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
   1.
              NATURE
                  OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
                  CONTINUED
 
 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 $238,392
        is
        adequate as of March 31, 2006.
 
 Basic
        and Diluted Net Loss Per Share - Net
        loss per share is calculated in accordance with Statement of Financial
        Accounting Standards 128, Earnings Per Share ("SFAS 128"). Basic net loss
        per
        share is based upon the weighted average number of common shares outstanding.
        Diluted net loss per share is based on the assumption that all dilutive
        convertible shares and stock options were converted or exercised. Dilution
        is
        computed by applying the treasury stock method. Under this method, options
        and
        warrants are assumed to be exercised at the beginning of the period (or at
        the
        time of issuance, if later), and as if funds obtained thereby were used to
        purchase common stock at the average market price during the
        period.
 
 Use
        of
        Accounting Estimates - The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        reported amounts of revenues and expenses during the reporting period. Actual
        results could differ from these estimates.
 
 Statement
        of Cash Flows - For
        purposes of the statements of cash flows, the Company considers all highly
        liquid debt instruments purchased with an initial maturity of three months
        or
        less to be cash equivalents.
 
 2.
              INVENTORIES
 
 Inventories
        as of March 31, 2006 and June 30, 2005 consisted of the following.
 
 March
                  31, 2006
              
              June
                  30, 2005Raw
                  materials
              
              $
              31,245
              
              $
              25,118Finished
                  goods
              
              
              14,124
              
              
              6,177$
              45,369
              
              $
              31,295
 
  9
 
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
   3.
              LONG
                  TERM OBLIGATIONS
 
 Long
        term
        obligations consists of a four year lease agreement for software dated June
        20,
        2005 with an imputed interest rate of 14.45%, a two year lease agreement
        for
        computer hardware with an imputed interest rate of 22.94% placed in service
        in
        December, 2005, a three year lease for computer hardware with an imputed
        interest rate of 21.62%, placed in service in January, 2006 and a three and
        a
        half year lease agreement for software with an imputed interest rate of 12.64%,
        placed in service in January, 2006. Monthly installment payments are $691,
        $67,
        $93 and $312 respectively with a bargain purchase option at the end of each
        lease of $1. The transactions have been accounted for as capital leases in
        accordance with generally accepted accounting principles.
 
 The
        scheduled maturities are as follows for the years ending March 31,
 
 2007
              
              
              9,5282008
              
              
              10,8662009
              
              
              11,3292010
              
              
              2,954
 
 4.
              NOTES
                  PAYABLE - OTHER
 
 Notes
        payable - other consist of various small unsecured notes to
        stockholders/officers at rates fluctuating up to 10%. Management intends
        to
        restructure its debt. To date, $3,000 in interest has been converted to
        equity.
 
 5.
              STOCK-BASED
                  COMPENSATION
 
 The
        Company accounts for its stock-based compensation plans under the recognition
        and measurement principles of Accounting Principles Board ("APB") Opinion
        No.
        25, "Accounting for Stock Issued to Employees," and related interpretations.
        As
        such, stock-based employee compensation cost of $66,700 is reflected in the
        net
        losses for the nine months ended March 31, 2005 for options granted under
        those
        plans where the exercise price is below market value and no cost is reflected
        in
        net losses for options granted under those plans where they had an exercise
        price equal to or greater than the market value of the underlying common
        stock
        on the date of grant. The following table summarizes the effect on net losses
        and losses per share if the Company had applied the fair value recognition
        provision of Statement of Financial Accounting Standard ("SFAS") No. 123,
        "Accounting for Stock-Based Compensation," to stock-based employee compensation
        for the respective years:
 
  10
 
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
   5.
              STOCK-BASED
                  COMPENSATION - CONTINUED
 
 Nine
                  Months Ended March 31,2006
              
              2005Net
                  losses, as reported
              
              
              ($348,644
              )
              
              ($249,752
              )Add:
                  stock-based employee compensation expense determined under fair
                  value
                  based method for all awards, net of related tax effects.
              
              
              
              
              
              66,700Deduct:
                  total stock based employee compensation expense determined under
                  fair
                  value based method for all awards, net of related tax
                  effects.
              
              
              
              
              
              (70,000
              )Pro
                  forma net losses
              
              
              ($348,644
              )
              
              ($253,052
              )Basic
                  and diluted loss per share:As
                  reported
              
              
              ($0.012
              )
              
              ($0.008
              )Pro
                  forma
              
              
              ($0.012
              )
              
              ($0.008
              )
  Employee
          stock options are as follows:
 Price
                  per shareShares
              
              Range
              
              Weighted
                  AverageBalance,
                  June 30, 2005
              
              
              3,166,667
              
              
              .03
                  - .10
              
              
              0.052GrantedExercisedExpired
              
              
              166,667
              
              
              0.03
              
              
              0.03Balance,
                  March 31, 2006
              
              
              3,000,000
              
              
              .03
                  - .10
              
              
              0.053
 
 6,100,000
        options were issued and 2,633,333 options were exercised during the nine
        months
        ended December 31, 2004.
 
 6.
              LEASE
                  COMMITMENT
 
 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 $1,987 per month. The
        Company is responsible for insuring the premises. Rent expense was approximately
        $16,994 and $6,408 for the nine months ended March 31, 2006 and 2005
        respectively.
 
 
  11
 
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
   7.
              BASIC
                  AND DILUTED LOSS PER SHARE
 
 The
        following table illustrates the reconciliation of the numerators and
        denominators of the basic loss per share computations. The Company has 3,000,000
        shares of exercisable potentially dilutive options outstanding as of March
        31,
        2006. There were 3,466,667 options outstanding at March 31, 2005.
 
 Nine
                  Months Ended March 31,2006
              
              2005Basic
                  and diluted loss per share:Numerator:Net
                  loss
              
              $
              (348,644
              )
              $
              (249,752
              )Denominator:Basic
                  and diluted weighted average number of common shares outstanding
                  during
                  the period
              
              
              30,018,273
              
              
              31,227,328Basic
                  and diluted loss per share
              
              $
              (0.012
              )
              $
              (0.008
              )
 
 Since
        the
        Company has incurred losses from all periods presented, the dilutive per
        share
        calculation is the same as the basic calculation.
 
 8.
              INCOME
                  TAXES
 
 The
        Company recognizes deferred tax assets and liabilities for temporary differences
        between the financial reporting and tax bases of its assets and liabilities.
        Deferred assets are reduced by a valuation allowance when deemed
        appropriate.
 
 The
        tax
        effects of existing temporary differences that give rise to significant portions
        of deferred tax assets at March 31, 2006 are as follows:
 
 Deferred
                  tax assetNet
                  operating loss carryforwards
              
              $
              880,750Valuation
                  allowance
              
              
              (880,750
              )Net
                  deferred tax asset
              
              $
              -
 
 At
        March
        31, 2006, the Company has net operating loss carryforwards for Federal tax
        purposes of approximately $2,201,900 which, if unused to offset future taxable
        income, will expire in years beginning in 2018.
 
  12
  PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
   9.
              RELATED
                  PARTY TRANSACTIONS AND FORGIVENESS OF
                  DEBT
 
 On
        June
        15, 2004, Stan and Rita Paulus resigned as officers and board members of
        the
        Company and were replaced by a new management team. As part of the transition
        in
        management, several transactions occurred which are all recorded
        below.
 
 Stan
        and
        Rita agreed to waive all unpaid compensation from the Company except for
        $100,000, which shall be paid in full within two years of the transition
        date.
 
 The
        Paulus' purchased from the Company the inventory known as "technical books"
        for
        the sum of $150,000 in exchange for 4,859,187 shares of Pacific Sands, Inc.
        common stock. Based on the average market value of the Company's stock, which
        valued these shares at $121,480, there was an additional write down of the
        inventory of $28,500. This amount was recorded as a reduction to additional
        paid
        in capital based on the related party nature of the transaction. Since the
        shares were still being held in escrow by legal counsel at June 30, 2004,
        the
        transaction was recorded as due from shareholder. As of June 30, 2005, the
        shares had been returned to treasury.
 
 In
        addition, management has negotiated the restructuring of debt due to the
        Paulus'. This restructuring reduced the debt balance due the Paulus' by $15,791
        and extended the due date to June, 2006. This reduction has been recorded
        as a
        gain from restructuring of debt in the statement of operations.
 
 10.
              CONTINGENCIES
 
 Accounts
        receivable from a major former customer, Mariani Raisin Company in the amount
        of
        $235,718 invoiced on October 25, 2001 and January 17, 2002 are being contested
        for compliance requirements. The customer maintained that the equipment did
        not
        work properly, but management felt that this equipment was built to customer
        specifications. Management has been pursuing the outstanding receivable,
        however
        since counsel suggests that this amount cannot be collected without incurring
        extensive legal costs the entire balance has been reserved for as an allowance
        for bad debts of $235,718.. Bad debt expense in the amount of $ 62,226 and
        $119 was recorded in the statement of operations for the nine months ended
        March 31, 2006 and 2005, respectively.
   
 
  13
 
 PACIFIC
        SANDS, INC.
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 MARCH
        31,
        2006 AND 2005 AND JUNE 30, 2005
  
 11.
              CONCENTRATIONS
 
 The
        Company distributes water treatment and nontoxic cleaning products to the
        entire
        U.S. market. For the nine months ended March 31, 2006, one customer accounted
        for approximately 16.7% of the Company's sales. For the nine months ended
        March
        31, 2005, there were two customers that accounted for 19.6% and 14.2% of
        the
        Company's sales.
 
 12.
              GOING
                  CONCERN
 
 The
        accompanying financial statements have been presented assuming that the Company
        will continue as a going concern. This basis of accounting contemplates the
        recovery of the Company's assets and the satisfaction of its liabilities
        in the
        normal course of business. Through March 31, 2006, the Company had incurred
        cumulative losses of $3,207,286. 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.
 
 
 
 
 
 
 
 
 
 14
 
 
 Item
          2.Management’s
          Discussion and Analysis or Plan 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, 2005 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."
  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.
 
 During
          the three months ending March 31, 2006 Baystate Pool supply, a wholesale
          pool
          and spa supply distributor serving East Coast pool and spa retail outlets
          with 9
          distribution centers began distributing the EcoOne and Rain Forest Blue
          product
          lines. Management anticipates a continued and sustained revenue stream
          through
          sales to Baystate.
 
 During
          the three months ending March 31, 2006 a major spa manufacturer began including
          OEM nontoxic chemical starter kits based on Pacific Sands' proprietary
          EcoOne
          technology with all of their spas leaving the factory. The Company has
          an open
          order for 12,000 starter kit units to be delivered at the rate of 1,000
          units
          per month. The company delivered 3,000 units by the end of the period and
          anticipates a continued and increasing revenue stream both from the continued
          delivery of starter kits and follow up product.
 
 15
 
 
 On
          March
          3, 2006, the company entered a marketing and sales alliance with Hawkeye
          Manufacturing, Inc., the manufacturer of the Hawkeye and Barefoot lines
          of
          portable spas. New Barefoot and Hawkeye spas sold from the factory will
          include
          as standard an EcoOne Starter Kit, which includes a suite of EcoOne products
          for
          use in setting up, cleansing, and maintaining a spa using the EcoOne water
          treatment system. This arrangement was made late in the quarter, consequently
          no
          revenues were booked for the three months ending March 31. Management
          anticipates a sustained cash flow from this alliance in the coming quarters.
 
 In
          order
          to offset the revenue effects of the seasonal nature of the pool and spa
          industry, the company announced the introduction of its earth, health,
          pet and
          kid-friendly EcoOne household cleaning product lines based on the company's
          proprietary EcoOne technology.
 
 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
          distributer outlets and industry recognition. Management estimates that,
          as of
          March, 31, 2006, at the end user level, approximately 1,400 new users are
          starting the EcoOne System every single month compared to between 40 and
          100 new
          users per month as of June 31, 2005.
 
 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.
 
 During
          the three months ending March 31, 2006, gross profits (“net sales” minus “cost
          of good sold”) paid for approximately 41.5% of the company's selling and
          administrative expenses, up substantially from 23.5% for the same period
          the
          previous fiscal year. For the nine months ending March 31, 2006, gross
          profits
          (“net sales” minus “cost of good sold”) paid for approximately 30% of the
          company's selling and administrative expenses, up 100% from 15% for the
          same
          period the previous fiscal year. Management believes that, due to the continued
          implementation of its aggressive marketing and sales strategies, the upward
          revenue trend will continue while costs will remain stable and predictable
          until
          such time as the company achieves profit.
 
 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,
          the company has funded operations through a combination of revenues from
          the
          sale of its products, established credit with vendors and the sale of rule
          144
          stock 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.
 
 RESULTS
          OF OPERATIONS
 
 Results
          for the three and nine months ending March 31, 2006 compared to the three
          and
          nine months ending March 31, 2005.
 
 For
          the
          three months ending March 31, net sales were $136,805, an increase of 143%
          over
          $56,528 in sales booked for the same period in 2005. For the nine months
          ending
          March 31, 2006, net sales were $267,387, up 186% over $93,345 for the same
          period the previous fiscal year. The increase in sales is attributable
          to a
          number of factors including a significantly higher number of retail outlets
          carrying the EcoOne spa treatment products, increased direct Internet retail
          sales, opening orders from Baystate Pool Supply, and the early stages of
          an OEM
          deal with a major spa manufacturer which started including privately branded
          EcoOne starter kits with their new spas sold early in the quarter. This
          represents the sixth consecutive quarter of same quarter sales
          increases.
 
 
 16
 
 
 Gross
          profits for the three months ending March 31, 2006 were up 207% to $79,199
          versus $25,732 for the same period the previous fiscal year. For the nine
          month
          period ending March 31, 2006, Gross profits were up 217% to $149,781 versus
          $47,278 for the same period in 2005. The increase in gross profits is largely
          due to a combination of factors including a sharp increase in overall sales,
          increased production efficiencies and substantial increases in direct
          retail sales.
 
 For
          the
          three months ending March 31, 2006, selling and general administrative
          expenses
          were $188,229 up 72% from $109,660 for the three months ending March 31,
          2005.
          For the nine months ending March 31, 2006, selling and general administrative
          expenses were $490,638 up 57% from $312,787 from the nine months ending
          March
          31, 2005.
 
 While
          the
          increase in expenses is substantially less than the increase in revenues,
          a
          significant portion of expenses reflect the write-off of what management
          now
          believes to be a noncollectable debt owed to the company from and invoice
          generated by former management dated January 17, 2002. For the three months
          ending March 31, 2006 the company wrote off the final $23,571 against this
          bad
          debt and, in the nine months ending March 31, 2006 the company wrote off
          a total
          of $59,551. The invoice is now fully written off and no further write downs
          from
          this invoice will reflect in future financial results. This compares to
          a total
          of $119 of bad debt expense written off for the three and nine months ending
          March 31, 2005. The company has also established an additional $2,675 as
          a
          reserve for bad debt against current sales.
 
 For
          the
          nine months ending March 31, 2006 the company spent $36,041 in advertising
          and
          promotional costs over $15,953 for the nine months ending March 31, 2005,
          a 126%
          increase. For the three months ending March 31, 2006 advertising expenses
          were
          $1,674 slightly less than the $1,867 spent in the same period the previous
          fiscal year. The overall nine month increase in advertising expenses reflects
          a
          significant sales push in the first and second quarters aimed at increased
          product awareness among pool and spa professionals surrounding the fall
          pool and
          spa trade shows. The company spends less money in advertising in the third
          quarter and directs more efforts to direct follow up sales to dealers,
          manufacturers and distributors during that time.
 
 Other
          increases in selling and general administrative expenses include professional
          fees which were $69,338 for the three months ending March 31, 2006 up from
          $40,051 for the three months ending March 31, 2005. For the nine months
          ending
          March 31, 2006, professional fees were $129,714 up from $111,436. These
          increases reflect the company's increased efforts toward new product research
          and development, a corporate awareness campaign launched in January and
          additional costs in outside accounting and auditing fees.
 
 With
          the
          addition of new employees, salaries and wages for the three and nine
          months ending March 31, 2006 were $61,390 and $186,459 respectively, up
          from
          $41,841 and $148,231 for the same period the previous fiscal year. The
          company
          has added one full time and two part time employees since the last fiscal
          year
          end. For the three and nine months ending March 31, 2006, management deferred
          the majority of their salaries, accounting for the increase in deferred
          compensation.
 
 LIQUIDITY
          AND CAPITAL RESOURCES
 
 Cash
          and
          cash equivalents totaled $4,344 on March 31, 2006 versus $18,477 on March
          31,
          2005. Since the company's management transition of 2004, current management
          has
          established a very predictable and consistent cost structure for the company
          that requires very little excess cash on hand. Funds for marketing, promotion
          and sales campaigns are budgeted and raised on an as-needed basis.
 
 
 17
 
 
 Net
          cash
          used in operations was $87,720 for the nine months ending March 31, 2006
          down
          approximately 50% from the $174,077 for the same period of the previous
          fiscal
          year. The primary reason for the substantial decrease in cash used in operations
          is a sharp increase in revenues and management's deferral of a portion
          of their
          salaries.
 
 Net
          cash
          provided by financing activities was $94,227 for the nine month period
          ending
          March 31, 2006, down approximately 43% from the $165,727 for the same period
          the
          previous fiscal year. The reason for the decrease in financing activities
          is the
          company has required substantially less financing to fund operations because
          of
          increased revenues.
 
 During
          the three months ending March 31, 2006, gross profits (“net sales” minus “cost
          of good sold”) paid for approximately 41.5% of the company's selling and
          administrative expenses, up substantially from 23.5% for the same period
          the
          previous fiscal year. For the nine months ending March 31, 2006, gross
          profits
          (“net sales” minus “cost of good sold”) paid for approximately 30% of the
          company's selling and administrative expenses, up 100% from 15% for the
          same
          period the previous fiscal year.
 
 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 with minimal dilution of the company's
          capital structure 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.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, 2005, 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.”
  During
            the first quarter ended September 3, 2005, we hired an outside accounting
            firm
            to assist in the timely reconciliation of general ledger accounts, and
            controls
            over property and equipment and debt documentation. However, 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.
  B ecause
            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 reportable conditions 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.
  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 during
            the
            second quarter ended December 31, 2005, that has materially affected,
            or is
            reasonably likely to material affect, our internal control over financial
            reporting.
  
 18
 
 
 PART
          IIOTHER
          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.Unregistered
          Sales of Equity Securities and Use of Proceeds
 
 On
          July
          17, 2005, SmallCapVoice.com was issued 125,000 shares of restricted stock
          for
          professional services valued at $10,600.00.
  On
          August
          22, 2005, an accredited investor was issued 100,000 shares of restricted
          stock
          for $9,632.00
  On
          Septemper 10, 2005, John D. Hagarty was issued 100,000 shares of restricted
          stock for professional services valued at $8,392.31.
 
 On
          September 10, 2005, Henry G Hernandez was issued 10,000 shares of restricted
          stock for professional services valued at $819.23.
 
 On
          September 10, 2005, Todd D. Taylor was issued 20,000 shares of restricted
          stock
          for professional services valued at 21658.46.
 
 On
          September 21, 2005, an accredited investor was issued 50,000 shares of
          restricted stock for $6,340.00
 
 On
          October 13, 2005, an accredited investor was issued 368,816 shares of restricted
          stock for $40,000.00.
 
 On
          December 27, 2005, Paul Banner was issued 40,000 shares of restricted stock
          for
          professional services valued at $2524.80.
 
 On
          December 27, 2005, Elizabeth Lehrer was issued 23,956 shares of restricted
          stock
          for professional services valued at $1512.10.
 
 On
          December 27, 2005, John Homan was issued 21,681 shares of restricted stock
          for
          professional services valued at $1368.50.
 
 On
          December 27, 2005, Angela M Wuerker was issued 10,000 shares of restricted
          stock
          for professional services valued at $631.20
 
 On
          December 27, 2005, Jill Wegener was issued 10,000 shares of restricted
          stock for
          professional services valued at $631.20.
 
 On
          January 9, 2006 John Gernannt was issued 30,000 shares of restricted stock
          for
          professional services valued at $1972.80.
 
 On
          January 10, 2006 an accredited investor was issued 100,000 shares of restricted
          stock for $10,000.00.
 
 On
          January 10, 2006 J. T. Ploch was issued 200,000 shares of restricted stock
          for
          professional services valued at $13,984.00.
 
 On
          February 1, 2006, John D. Hagarty was issued 27,455 shares of restricted
          stock
          for professional services valued at $4,000.00.
 
 On
          February 14, 2006, SmallCapVoice.com was issued 78,000 shares of restricted
          stock for professional services valued at $10,732.80.
 
 19
 
 
 On
          March
          7, 2006, three accredited investors were issued a total of 17,857 shares of
          restricted stock for $2,500.00.
 
 All
          proceeds from the sale of securities were used for Company operation.
 
 
 Item
          3.Defaults
          Upon Senior Securities
 
 None.
 
 Item
          4.Submission
          of Matters to a Vote of Security Holders
 
 No
          matters were submitted to the security holders for a vote during this
          quarter.
 
 Item
          5.Other
          Information
 
 There
          is
          no other information deemed material by management for disclosure
          herein .
 
 Item
          6.Exhibits
 
 Exhibits
          attached hereto. 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.Dated:
                      November 15, 2006
                  By:
                  /s/
                      Michael
                      WynhoffMichael
                      WynhoffChief
                      Executive OfficerDated:
                      November 15, 2006
                  By:
                  /s/
                      Michael
                      MichieMichael
                      MichieChief
                      Financial Officer
  
 Index
          of
          Exhibits
  31.1
                CEO Certification
 31.2
                CFO Certification
 32.1
                CEO 906 Certification
 32.2
                CFO 906 Certification
 20