10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended    December 31, 2010

OR

o 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 Registrant as specified in its charter)

Nevada	88-0322882
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

1509 Rapids Drive Racine, WI	53404
(Address of Principal Executive Offices)	(Zip Code)

Issuer’s Telephone Number, Including Area Code:  (262) 619-3261

N/A

 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o      No  o

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated or a smaller reporting company. See the definition of “large accelerated filer, accelerated filer and smaller reporting company “in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨             No Q

The number of shares outstanding of each of the issuer's classes of common equity, as of February 21, 2011 are as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	54,117,711

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
	Balance Sheets as of  December 31, 2010  (unaudited) and June 30, 2010	3
	Statements of Operations for the Three and Six Months Ended December 31, 2010 and 2009 (unaudited)	4
	Statements of Cash Flows for the Three and Six Months Ended December 31, 2010 and 2009 (unaudited)	5
	Notes to Financial Statements (unaudited)	6
Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	18
PART II  OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	19
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
Item 3.	DEFAULTS UPON SENIOR SECURITIES	19
Item 4.	OTHER INFORMATION	20
Item 5.	EXHIBITS	20
SIGNATURES		20
EX-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)

PACIFIC SANDS, INC.
BALANCE SHEETS
DECEMBER 31, 2010 AND JUNE 30, 2010
ASSETS
	December 31, 2010			June 30, 2010
Current assets:	(Unaudited)
Cash and cash equivalents	$	6,852		$	203
Trade receivables, net of allowances for doubtful accounts of  $5,521 and $9,373		142,612			145,121
Inventories		121,994			102,099
Other current assets		22,006			10,257
Total Current Assets		293,464			257,680
Property and equipment, net		35,362			44,379
Total Assets	$	328,826		$	302,059
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	143,349		$	171,558
Accrued expenses		134,292			226,979
Current portion of notes payable and capital leases		164,634			200,602
Total Current Liabilities		442,275			599,139
Notes payable and capital leases - net of discount of  $4,544 and $7,572,  less current portion		874,119			1,050,842
Total Liabilities		1,316,394			1,649,981
Stockholders' deficit
Common stock (100,000,000 shares authorized, 60,031,898 and 51,236,886  shares issued, and 53,422,711 and 44,627,699 shares outstanding)		60,032			51,237
Additional paid in capital		4,657,563			4,209,807
Treasury stock, at cost		(132,030	)		(132,030	)
Accumulated deficit		(5,573,133	)		(5,476,936	)
Total Stockholders' Deficit		(987,568	)		(1,347,922	)
Total Liabilities and Stockholders' Deficit	$	328,826		$	302,059

See accompanying notes.

3

PACIFIC SANDS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
(UNAUDITED)
	Three months ended December 31,						Six months ended December 31,
	2010			2009			2010			2009
Net sales	$	294,623		$	265,878		$	609,402		$	519,423
Cost of sales		168,491			131,307			301,852			247,406
Gross profit		126,132			134,307			307,550			272,017
Selling and administrative expenses		165,990			157,686			335,995			339,193
Impairment of intangible asset		-			877,854			-			877,854
Loss from operations		(39,858	)		(900,969	)		(28,445	)		(945,030	)
Other expense
Interest expense		(44,589	)		(17,354	)		(67,752	)		(38,610	)
Loss before income taxes		(84,447	)		(918,323	)		(96,197	)		(983,640	)
Income taxes		-			-			-			-
Net loss	$	(84,447	)	$	(918,323	)	$	(96,197	)	$	(983,640	)
Basic and diluted loss per share:	$	(0.002	)	$	(0.021	)	$	(0.002	)	$	(0.023	)
Basic and diluted weighted average shares outstanding:		45,881,903			43,581,940			45,254,801			43,544,085
See accompanying notes.

4

PACIFIC SANDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
(UNAUDITED)
	2010			2009
Cash flows from operating activities
Net loss	$	(96,197)		$	(983,640	)
Adjustments to reconcile net loss to net cash used in operating activities -
Depreciation and amortization		9,017			12,852
Amortization of debt discount		3,028			16,267
Impairment of intangible asset		-			877,854
Common shares issued for services and compensation		14,300			2,000
Common shares issued for interest		29,182			-
Changes in assets and liabilities -
Trade accounts receivable		2,509			(17,942)
Inventories		(19.895	)		(10,605)
Other assets		(11,749	)		(3,292	)
Accounts payable and other current liabilities		(23,854)			64,925
Net Cash Used in Operating Activities		(93,659	)		(41,581	)
Cash flows from investing activities
Purchases of equipment		-			(1,300	)
Net Cash Used in Investing Activities		-			(1,300	)
Cash flows from financing activities
Proceeds from common stock issued		127,792			8,930
Proceeds from notes payable		20,236			72,170
Repayment of notes payable and long term obligations		(47,720	)		(44,086	)
Net Cash Provided by Financing Activities		100,308			37,014
Net increase (decrease) in cash and cash equivalents		6,649			(5,867)
Cash and cash equivalents:
Beginning of period		203			7,144
End of period	$	6,852		$	1,277

5

PACIFIC SANDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
(UNAUDITED)
	2010		2009
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	16,266	$	18,288
Income taxes	$	-	$	-
Supplemental disclosure of non cash financing and investing activities
Conversion of debt to equity	$	188,397	$	28,871
Conversion of accrued interest to equity	$	16,710	$	-
Conversion of accrued compensation and professional fees to equity	$	94,632	$	-

See accompanying notes.

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-K for the year ended June 30, 2010.  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 2010 as reported elsewhere in this Form 10-Q 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" or “Pacific Sands”) was incorporated in Nevada on July 7, 1994.  Pacific Sands develops, manufactures, markets and sells a range of nontoxic, environmentally friendly cleaning and water-treatment products based on proprietary blended botanical, nontoxic and natural chemical technologies. The Company’s products have applications ranging from water maintenance (spas, swimming pools, fountains, decorative ponds) to cleaning (nontoxic household and industrial) and pet care.

In February of 2008, the Company acquired Natural Choices Home Safe Products, LLC (“Natural Choices”), a developer and manufacturer of environmentally friendly cleaning and laundry products. The acquisition added dozens of new products to the Pacific Sands portfolio of earth, health, pet and kid-friendly offerings, including Oxy-Boost™ an oxygen-bleach based, chlorine-free bleach alternative. The Company now has a large selection of oxygen- bleach based formulations available both for retail distribution under its ecoone®, e-2 elemental earth® and Natural Choices™ brands as well as for contract manufacturing and re-label.

The Company markets and sells its product lines directly, over the Internet and through pool, spa, hardware, specialty and other retail outlets in the US, Canada and Europe. The products are also sold via Pacific Sands distributors, manufacturers’ representatives and internationally established pool and spa industry distribution networks. The Company’s products are also sold through numerous popular pool and spa websites.  The Company’s Natural Choices branded products are sold in numerous retail outlets around the country and in Europe as well as dozens of the top environmentally-oriented websites.

Inventories - Inventories are stated at the lower of cost or market on the first-in, first-out (FIFO) basis.

7

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

Depreciation and Amortization - For financial reporting purposes, depreciation and amortization of property and equipment has been computed over estimated useful lives of two to seven years primarily using the straight-line method.  Depreciation and amortization charges totaled $9,017 and $12,852 during the six months ended December 31, 2010 and 2009, respectively.

Revenue Recognition - Revenue is recognized when the related products are shipped.

Income Taxes - The Company uses the asset and liability method in accounting for income taxes.  Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.  The temporary differences relate primarily to net operating loss carryforwards and deferred compensation charges.  A valuation allowance is recorded for deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized through future operations.

The income tax accounting process for uncertainty in income taxes 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. A company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation procedures, based on the technical merits of the position.  Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. Management's review of the Company’s possible tax positions at December 31, 2010 and June 30, 2010 did not result in any positions requi ring disclosure.  Should the Company need to record interest and/or penalties related to uncertain tax positions, or other tax authority assessments, it would classify such expenses as part of the income tax provision.

Accounts Receivable - The Company makes judgments as to the collectability 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 collectability of the receivables. Management believes that the current specific and general receivable reserves aggregating $5,251 are adequate as of December 31, 2010.

8

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

Basic and Diluted Net Earnings (Loss) Per Share - Basic net earnings (loss) per share is based upon the weighted average number of common shares outstanding.  Dilutive convertible shares and stock options are not included in the computation of the weighted average number of shares outstanding for dilutive net loss per common share, as the effect would be antidilutive.

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.

Reclassifications - Certain reclassifications have been made in prior year’s financial statements to conform to classification used in the current year. The reclassifications from selling and administrative expenses to cost of sales does not change total operating loss or net loss for any period presented.

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 –

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

9

PACIFIC SANDS, INC

NOTES TO 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 December 31, 2010, the Company has incurred cumulative losses of $5,573,133.  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 through the sale of common stock, debt financings 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.

4.               INVENTORIES

Inventories at December 31, 2010 and June 30, 2010 consisted of the following:

	December 31, 2010		June 30, 2010
Raw materials	$	97,022	$	78,998
Finished goods		24,972		23,101
Total	$	121,994	$	102,099

5.               PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2010 and June 30, 2010 consisted of the following:

	December 31, 2010			June 30, 2010
Furniture and office equipment	$	40,868		$	40,868
Manufacturing equipment		63,104			63,104
Leasehold improvements		3,035			3,035
Computer software		16,577			16,577
		123,584			123,584
Less accumulated depreciation and amortization		(88,222	)		(79,205	)
Property and equipment, net	$	35,362		$	44,379

10

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

6.               ACCRUED EXPENSES

Accrued expenses at December 31, 2010 and June 30, 2010 consisted of the following:

	December 31, 2010		June 30, 2010
Accrued compensation	$	71,511	$	122,185
Accrued payroll withholding taxes and penalties		39,747		43,045
Accrued professional fees		10,195		37,506
Accrued interest		11,502		20,767
Accrued other		1,337		3,476
Total	$	134,292	$	226,979

7.               NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

Notes payable at December 31, 2010 and June 30, 2010 consisted of the following:

	December 31, 2010		June 30, 2010
Dell Financial Services – line of credit	$	6,693	$	9,374
J.P. Morgan Chase –  business line of credit		64,995		74,994
Notes payable - stockholders and directors		15,524		95,417
Notes payable – settlement obligation		-		8,500
Notes payable – acquisition, net of discount		640,000		642,500
Convertible notes payable – net of discount		116,457		130,928
Notes payable – executive officers		181,558		271,443
Capital leases		13,526		18,288
		1,038,753		1,251,444
Less current maturities		164,634		200,602
	$	874,119	$	1,050,842

On December 15, 2010, the Company issued 1,196,128 shares of common stock to settle three shareholder loans with principal balances totaling $78,512.

On December 15, 2010 the Company converted a note payable plus accrued interest due to an executive officer in to 1,926,700 shares of common stock.  Principal and interest converted were $89,885 and $6,450, respectively.

On December 15, 2010, holders of convertible promissory notes converted $17,500 of note plus accrued interest of $9,012 into 634,270 shares of common stock.

11

The scheduled annual maturities for notes payable and capital lease obligations are as follows for the years ending December 31,

2011	$	164,634
2012		697,105
2013		181,558

8.               STOCKHOLDERS’ DEFICIT

On September 30, 2010, the Company canceled 333,334 shares of its common stock that were previously issued to a consultant for services performed. The Company previously recorded consulting fee expense of $15,000 related to the issuance of these shares. The shares will subsequently be reissued to the consultant upon completion of contracted consulting services. Upon cancellation of the shares, the Company reclassified the fair market value of the shares of $15,000 to accrued expenses.    

On December 15, 2010, the Company issued 1,583,894 shares of common stock to an unrelated party for cash totaling $24,000.

On December 15, 2010, the Company issued 1,103,894 shares of common stock to a related party for cash totaling $55,195.

On December 15, 2010, the Company issued 828,140 shares of common stock to two employees for cash totaling $48,597.

On December 15, 2010 the Company issued 384,000 shares of common stock to its directors for previously accrued fees and compensation in the amount of $19,200.  Additionally, the Company issued the directors 216,000 shares for compensation during the six months ended December 31, 2010.  The Company recorded $10,800 of compensation expense for the issuance of the shares.

On December 15, 2010, the Company issued 360,000 shares of common stock to an employee for accrued wages totaling $18,000.

On December 15, 2010, the Company issued 1,716,128 shares of common stock to settle four shareholder loans plus accrued interest totaling $85,817.

On December 15, 2010 the Company issued 220,000 shares of common stock to a consultant to settle accrued amounts owed and fees incurred during the six months ended totaling $11,000.

On December 15, 2010 the Company converted a note payable plus accrued interest due to an executive officer in to 1,926,700 shares of common stock.  Principal and interest converted were $89,885 and $6,450, respectively.

On December 15, 2010 the Company converted $12,965 of accrued interest due to an executive officer into 259,300 shares of common stock

Pursuant to a settlement agreement dated June 30, 2010, the Company issued 549,914 shares of common stock to the former owners of Natural Choices to settle obligations for a loan payment due, accrued interest on a note payable and accrued wages in the amounts of $2,500, $14,355 and $31,438, respectively.

On December 15, 2010, holders of convertible promissory notes converted $17,500 of note plus accrued interest of $9,012 into 634,270 shares of common stock.

12

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

9.               LOSS PER SHARE

Basic loss per common share is based on the weighted average number of common shares outstanding in each period and net loss.

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

	Three months ended December 31,						Six months ended December 31,
	2010			2009			2010			2009
Numerator:
Basic and diluted loss	$	(84,447	)	$	(918,323	)	$	(96,197	)	$	(983,640	)
Denominator:
Basic and diluted per share data - weighted average shares		45,881,903			43,581,940			45,254,801			43,544,085
Basic and diluted loss per share	$	(0.002	)	$	(0.021	)	$	(0.002	)	$	(0.023	)

Outstanding stock options were not included in the computation of diluted loss per common share for the six month periods ended December 31, 2010 and 2009 since their inclusion would have resulted in an antidilutive effect.

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

	December 31, 2010	December 31, 2009
Stock options	-	3,000,000

13

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

10.             INCOME TAXES

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting and tax bases of its assets and liabilities.  Deferred assets are reduced by a valuation allowance when deemed appropriate.

The tax effects of existing temporary differences that give rise to significant portions of deferred tax assets at December 31, 2010 and June 30, 2010 are as follows:

	December 31, 2010			June 30, 2010
Net operating loss carryforwards	$	1,413,000		$	1,373,000
Deferred compensation		76,000			118,000
Accounts receivable allowance		2,000			4,000
Valuation allowance		(1,491,000	)		(1,495,000	)
Net deferred tax asset	$	--		$	--

At December 31, 2010, the Company has net operating loss carryforwards for Federal tax purposes of approximately $3,365,000 which, if unused to offset future taxable income, will expire in years beginning in 2018.

14

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 IDENT IFIED BELOW, AS WELL AS THE MATTERS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON 10-K FOR THE YEAR ENDED JUNE 30, 2010 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.

General

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, ecoONE Marketing Group and Natural Choices Home Safe Products (see discussion below).

The Company develops, manufactures, markets and sells a range of non-toxic, environmentally 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).

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.

In mid February of 2008, the Company acquired Natural Choices Home Safe Products, LLC (“Natural Choices”), a developer and manufacturer of environmentally friendly cleaning and laundry products. The acquisition added dozens of new products to the Pacific Sands portfolio of earth, health, pet and kid-friendly offerings, including Oxy-Boost™ an oxygen-bleach based, chlorine-free bleach alternative. The Company now has a large selection of oxygen- bleach based formulations available both for retail distribution under its ecoone®, e-2 elemental earth® and Natural Choices™ brands as well as for contract manufacturing and re-label.

The Company markets and sells its product lines directly, over the Internet and through pool, spa, hardware, specialty and other retail outlets in the US, Canada and Europe. The products are also sold via Pacific Sands distributors, manufacturers’ representatives and internationally established pool and spa industry distribution networks. The Company’s products are also sold through numerous popular pool and spa websites.  The Company’s Natural Choices branded products are sold in numerous retail outlets around the country and in Europe as well as dozens of the top environmentally-oriented websites.

The Company's goal is to achieve sustained and significant profitability through revenues achieved by marketing and sales of its nontoxic, earth, health and kid-friendly, ecoONE® Pool, Spa, Household Cleaning and other product lines.

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.

15

RESULTS OF OPERATIONS

Results for the three months ending December 31, 2010 compared to the three months ending December 31, 2009.

For the three months ended December 31, 2010, net sales were $294,623, an increase of 11% over net sales of $265,878 for the three months ended December 31, 2010. This increase in sales was due to an increase in private label product.

For the three months ended December 31, 2010, cost of sales was $168,491 compared to $131,307 for the same period in the previous fiscal year.  The Company’s gross margin decreased from 51% for the three months ended December 31, 2009 to 43% for the current fiscal quarter. This decrease is due to the fact that a significant portion of the Company’s sales during the period were to private label customers which are sold at a much lower margin.

For the three months ended December 31, 2010 and 2009, selling and general administrative expenses were $165,990 and $157,686, respectively. The slight increase in operating expenses is explained by additional labor cost incurred in moving to larger and contiguous location within the same facility. An increase in travel expenses incurred as a result of attending the International Pool and Spa Show during the three months ended December 31, 2010 also contributed to the overall increase in selling and administrative expenses.

On December 31, 2009, the Company recorded an impairment charge of $877,854 representing the entire amount of the intangible asset recorded for the acquisition of Natural Choices Home Safe Products in February 2008.

Interest expense for the three months ended December 31, 2010 was $44,589 compared to $17,354 for the three months ended December 31, 2009.  The significant increase is due in part to $9,000 of interest recorded and paid in equity upon the conversion of two convertible promissory notes.  Interest expense for the three months ended December 31, 2010 also includes $8,522 of interest accrued on notes payable due to two executive officers.  During the three months ended December 31, 2010, the Company amortized $1,514 of discounts of notes payable compared to $8,700 during the three months ended December 31, 2009.

The Company recorded a net loss of $84,447 or $0.002 loss per share for the three months ended December 31, 2010 as compared to a net loss of $918,323 or $0.021 loss per share for the three months ended December 31, 2009.

Results for the six months ending December 31, 2010 compared to the six months ending December 31, 2009.

For the six months ended December 31, 2010, net sales were $609,402, an increase of 17% over net sales of $519,423 for the six months ended December 31, 2009. This increase in sales was due to an increase in private label product.

For the six months ended December 31, 2010, cost of sales was $301,852 compared to $233,373 for the same period in the previous fiscal year.  The Company’s gross margin decreased from 55% for the six months ended December 31, 2009 to 50% for the current fiscal year to date. This decrease is due to the fact that a significant portion of the Company’s sales during the period were to private label customers which are sold at a much lower margin.

For the six months ended December 31, 2010 and 2009, selling and general administrative expenses were $335,995 and $353,226, respectively. The increase in operating expenses is explained by executive officers receiving a higher percentage of their previously established compensation.
 

On December 31, 2009, the Company recorded an impairment charge of $877,854 representing the entire amount of the intangible asset recorded for the acquisition of Natural Choices Home Safe Products in February 2008.

Interest expense for the six months ended December 31, 2010 was $67,752 compared to $38,610 for the six months ended December 31, 2009.  The significant increase is due in part to additional convertible promissory notes that were issued in November 2009 totaling $56,500.  Also contributing to the increase in interest expense, was $9,000 of interest recorded and paid in equity upon the conversion of two convertible promissory notes.  Interest expense for the six months ended December 31, 2010 also includes $19,415 of interest accrued on notes payable due to two executive officers.  During the six months ended December 31, 2010, the Company amortized $3,028 of discounts of notes payable compared to $16,267 during the six months ended December 31, 2009.

The Company recorded a net loss of $96,197 or $0.002 loss per share for the six months ended December 31, 2010 as compared to a net loss of $983,640 or $0.023 loss per share for the six months ended December 31, 2009.

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 upon 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 (subsequently converted to notes payable to officers), debt financings 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 jeopardi ze its plans for growth.

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At December 31, 2010, the Company had current assets of $293,464 and total assets of $328,826, compared to June 30, 2010 when current assets were $257,680 and total assets were $302,059.

Current liabilities at December 31, 2010 were $442,275 as compared to $599,139 at June 30, 2010. Current liabilities include accounts payable, current portion of notes payable and capital lease obligations and accrued expenses. At December 31, 2010, the Company had outstanding line of credit balances totaling approximately $72,000. Accrued liabilities also include $16,000 of short term loans from shareholders and other related parties and 67,000 in convertible promissory notes.

Non-current liabilities include notes payable due for the acquisition of Natural Choices for approximately $640,000, $50,000 of convertible debt, net of discount and $182,000 of notes payable due the Company’s executive officer.

During the six months ended December 31, 2010, the Company converted $188,000 of debt to equity in the form of common stock, including a note payable due an executive officer in the amount of approximately $90,000.  Additionally, the Company converted $95,000 of accrued liabilities into common stock. This amount included accrued salaries and wages totaling $49,000.

Net cash used in operating activities during the six months ended December 31, 2010 was $93,659 compared to $41,581 used in operating activities during the six months ended December 31, 2009.

Net cash provided by financing activities was $100,308 and $37,014 for the six months ended December 31, 2010 and 2009, respectively. During the six months ended December 31, 2010, the Company issued common stock for cash totaling $128,000.   Additionally, the Company received proceeds from borrowings in the amount of $20,236 and $72,170 during the six months ended December 31, 2010 and 2009, respectively.

On December 31, 2010 the Company had an accumulated deficit of $5,573,133 and total stockholders’ deficit of $987,568.

At June 30, 2010, the Company had a working capital deficit of $341,459. During the first half of the fiscal year that deficit was reduced by $189,508 or 55.5% to $151,951 through equity issuance. The company believes that the remaining balance can be eliminated by the end of the current fiscal year.

Total debt of $1,649,981 at June 30, 2010 has been reduced to $1,316,394 by December 31, 2010 through equity issuance.  That is a $333,587 reduction or 20.2%.

Total stockholders’ equity deficit of $1,347,922 at June 30, 2010 has been reduced by $360,354 or 26.7% during the first half of the current fiscal year, and now stands at $987,568.

The company has taken additional steps, subsequent to December 31, 2010, and has further plans, to reduce total debt outstanding substantially by the end of the current 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 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 Disclosures 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.

17

THE COMPANY HAS EXPERIENCED LOSSES FROM OPERATIONS SINCE COMMENCING OPERATIONS:

With the exception of the 3rd quarter of fiscal 2009 and the 4th quarters of fiscal 2007 and 2006, the Company since commencing operations, has not been profitable on an annual or quarterly 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.

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

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are defined as those controls and other procedures of a n issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

18

Changes in Internal Control over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended June 30, 2010, management is aware that there is a significant deficiency in our internal control over financial reporting. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. However, management believes that compensating controls are in place to mitigate the risks associated with the lack of segregation of duties. Compensating controls include outsourcing certain financial functions to an independent contractor. Management concluded that internal controls over financial reporting were effective as of June 30, 2010.

There have not been any changes in the Company's internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting

PART II OTHER INFORMATION

Item 1 – LEGAL PROCEEDINGS

None

Item 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3 – DEFAULTS UPON SENIOR SECURITIES

None

19

Item 4 – OTHER INFORMATION

None

Item 5 – EXHIBITS

(a)	Exhibit Index
Exhibit	Description of the Exhibit
31.1	Chief Executive Officer 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.

101.INS	XBRL Instance
101.SCH	XBRL Schema
101.CAL	XBRL Calculation
101.DEF	XBRL Definition
101.LAB	XBRL Label
101.PRE	XBRL Presentation

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: February 22, 2011	By:	/s/ Michael Michie
		Michael Michie Chief Executive Officer
		Chief Financial Officer

20

EX-31.1

EXHIBIT 31.1

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael D. Michie, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 22, 2011	/s/ Michael D. Michie
	Michael D. Michie
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael D. Michie, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 22, 2011	/s/ Michael D. Michie
	Michael D. Michie
	Chief Financial Officer
	(principal accounting officer)

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Pacific Sands, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael D. Michie, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1)  The Report fully complies with the requirements of section 13 (a) or 15 (d), as applicable of the Securities Exchange Act of 1934: and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 22, 2011	/s/ Michael D. Michie
	Michael D. Michie
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Pacific Sands, Inc. and will be retained by Pacific Sands, Inc and furnished to the Securities and Exchange Commission or its staff upon request.