PACIFIC SANDS INC - FORM 10-Q - February 14, 2013

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EXCEL - IDEA: XBRL DOCUMENT - PACIFIC SANDS INC	Financial_Report.xls
EX-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. - PACIFIC SANDS INC	ex32-1.htm
EX-31.2 - CHIEF FINANCIAL OFFICER CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - PACIFIC SANDS INC	ex31-2.htm
EX-31.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - PACIFIC SANDS INC	ex31-1.htm

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, 2012

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.)

4611 Green Bay Road Kenosha, WI	53144
(Address of Principal Executive Offices)	(Zip Code)

Issuer’s Telephone Number, Including Area Code: (262) 925-0123

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 o

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 No x

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 o No x

The number of shares outstanding of each of the issuer's classes of common equity, as of February 14, 2013 are as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		64,464,838

TABLE OF CONTENTS



PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3

	Balance Sheets as of December 31, 2012 (unaudited) and June 30, 2012	3

	Statements of Operations for the Three and Six Months Ended December 31, 2012 and 2011 (unaudited)	4

	Statements of Cash Flows for the Three and Six Months Ended December 31, 2012 and 2011 (unaudited)	5

	Notes to Financial Statements (unaudited)	6

Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations	15

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.	MINE SAFETY DISCLOSURES	20

Item 5.	OTHER INFORMATION	20

Item 6.

SIGNATURES		20

PACIFIC SANDS, INC.

BALANCE SHEETS

DECEMBER 31, 2012 AND JUNE 30, 2012

ASSETS

	December 31, 2012		June 30, 2012
Current assets:	(Unaudited)
Cash and cash equivalents	$	38,273	$	57,575
Trade receivables, net of allowances for doubtful accounts of $11,425		408,153		385,558
Inventories		175,320		191,690
Other current assets		19,160		37,713
Total Current Assets		640,906		672,536

Property and equipment, net		230,339		151,859
Other Assets		3,878		4,230

Total Assets	$	875,123	$	828,625


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	287,427	$	270,387
Accrued expenses		30,225		31,137
Deferred rent expenses		17,600		10,400
Current portion of notes payable and capital leases		213,246		99,987
Total Current Liabilities		548,498		411,911

Notes payable and capital leases less current portion		248,559		266,790
Deferred Rent		17,600		26,400
Total Liabilities		814,657		705,101


Stockholders' deficit
Common stock (100,000,000 shares authorized, 64,464,838 and 63,781,213 shares issued and outstanding)		64,465		63,781
Additional paid in capital		5,480,891		5,435,619
Accumulated deficit		(5,484,890)		(5,375,876)
Total Stockholders' Equity		60,466		123,524

Total Liabilities and Stockholders' Equity	$	875,123	$	828,625

See accompanying notes.

PACIFIC SANDS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2012 AND 2012
(UNAUDITED)
	Three months ended December 31,				Six months ended December 31,
	2012		2011		2012		2011
Net sales	$	431,153	$	416,217	$	863,995	$	769,047
Cost of sales		264,682		240,072		481,224		471,048

Gross profit		166,471		176,145		382,771		297,999

Selling and administrative expenses		253,173		149,311		476,733		353,797

Income (Loss) from operations		(86,702)		26,834		(93,962)		(55,798)

Other income (expense)
Gain on sale of direct retail business		-		88,795		-		88,795
Interest expense		(9,878)		(7,101)		(15,052)		(13,309)

Income (Loss) before income taxes		(96,580)		108,528		(109,014)		19,688

Income taxes		-		-		-		-

Net income (loss)	$	(96,580)	$	108,528	$	(109,014)	$	19,688

Earnings (loss) per share:
Basic	$	(0.002)	$	0.002	$	(0.002)	$	*
Diluted	$	(0.002)	$	0.002	$	(0.002)	$	*

Weighted average share outstanding:
Basic		63,905,930		60,433,115		63,700,559		60,840,371
Diluted		63,905,930		60,853,115		63,700,559		61,260,371

*Less than $.001

See accompanying notes.

PACIFIC SANDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 AND 2011
(UNAUDITED)

	2012		2011
Cash flows from operating activities:
Net income (loss)	$	(109,014)	$	19,688
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Depreciation and amortization		27,664		10,564
Amortization of debt discount		-		1,514
Gain on sale of direct retail business		-		(88,795)
Common shares received for retail business		-		(6081)
Common shares issued for services		9,809		5,600
Deferred Rent		(1,600)		-
Changes in assets and liabilities -
Trade accounts receivable		(22,595)		73,623
Inventories		16,370		(11,443)
Other assets		18,904		6,283
Accounts payable and other current liabilities		16,128		31,012

Net Cash Provided by (Used in) Operating Activities		(44,334)		41,965

Cash flows from investing activities:
Purchases of equipment		(106,144)		(7,323)
Net Cash Used in Investing Activities		(106,144)		(7,323)

Cash flows from financing activities:
Proceeds from common stock issued		70,000		-
Proceeds from notes payable		187,500		-
Repayment of notes payable and long term obligations		(126,324)		(32,913)

Net Cash Provided by (Used in) Financing Activities		131,176		(32,913)

Net increase (decrease) in cash and cash equivalents		(19,302)		1,729

Cash and cash equivalents:
Beginning of period		57,575		9,753

End of period	$	38,273	$	11,482

See accompanying notes.

PACIFIC SANDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 AND 2011
(UNAUDITED)

	2012		2011
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	8,491	$	7,948
Income taxes	$	-	$	-

Supplemental disclosure of non-cash financing and investing activities
Conversion of debt to equity	$	20,000	$	-
Acquisition of stock for note payable	$	53,852	$	-
Conversion of accrued compensation and professional fees to equity	$	9,809	$	-

See accompanying notes.

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, 2012. 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 2011 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") 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.

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 product 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.

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 $28,016 and $10,564 during the six months ended December 31, 2012 and 2011, respectively.

Revenue Recognition - Revenue is recognized when the related products are shipped unless the customer is under a bill-and-hold arrangement. Under a bill-and-hold arrangement revenue is recognized when the product is manufactured, invoiced and set aside in a specifically designated finished goods area. Upon invoicing under this arrangement ownership has passed to the buyer with no residual warranty obligation or right of return. All customers under a bill-and-hold arrangement have committed to purchases and have specifically requested they be on a bill-and-hold arrangement. In all cases goods are transferred to a designated finished goods fulfillment location under a fulfillment arrangement and are complete and ready for shipment. These bill-and-hold goods are either privately labeled or set aside exclusively for the customers use.

Advertising and Promotional Costs - Advertising and promotion costs are expensed as incurred.

Income Taxes - The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

The Company’s income tax returns for the year’s ending June 30, 2010, 2011, and 2012 are subject to examination by the IRS and related states, generally for three years after filed.

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 $11,425 are adequate as of December 31, 2012.

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.

Statement of Cash Flows - For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents.

Recent Accounting Pronouncements –The following is a summary of recent authoritative pronouncements that affect accounting, reporting and disclosure of financial information by the Company.

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2011-05, Comprehensive Income: Presentation of Comprehensive Income. The new guidance requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. For public entities, the guidance is effective for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have any impact on the Company’s financial position, cash flows or results of operations.

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

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, 2012, the Company has incurred cumulative losses of $5,484,890. 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, 2012 and June 30, 2012 consisted of the following:

	December 31, 2012		June 30, 2012
Raw materials	$	128,259	$	164,487
Finished goods		47,061		28,803
Total	$	175,320	$	191,690

5. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2012 and June 30, 2012 consisted of the following:

	December 31, 2012		June 30, 2012
Furniture and office equipment	$	32,966	$	22,464
Manufacturing equipment		184,457		106,989
Office equipment		52,706		51,996
Leasehold improvements		80,335		78,460
Assets in suspense		15,588
Computer software		16,577		16,577
Less accumulated depreciation and amortization		(152,290)		(124,627)
Property and equipment, net	$	230,339	$	151,859

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

6. ACCRUED EXPENSES

Accrued expenses at December 31, 2012 and June 30, 2012 consisted of the following:

	December 31, 2012		June 30, 2012
Accrued compensation	$	20,710	$	19,435
Accrued payroll withholding taxes and penalties		2,917		8,764
Accrued professional fees		1,200		238
Accrued employee health insurance		1,117		-
Accrued sales tax		70		-
Accrued interest		4,211		2,700
Total	$	30,225	$	31,137

7. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

Notes payable at December 31, 2012 and June 30, 2012 consisted of the following:

	December 31, 2012		June 30, 2012
J.P. Morgan Chase – business line of credit		24,992		34,991
Notes payable - stockholders and directors		158,995		55,400
Convertible notes payable – net of discount		-		20,000
Promissory Note – Kenosha Area Business Alliance		113,919		58,046
Federal payroll taxes payable		41,699		51,699
Notes payable – former executive officer		122,200		146,641
		461,805		366,777
Less current maturities		213,246		99,987
Total	$	248,559	$	266,790

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

2013	$	213,246
2014		130,413
2015		50,081
2016		17,958
2017		19,066
2018 and thereafter		29,041
Total		461,805

8. STOCKHOLDERS’ DEFICIT

On July 2, 2012, the Company repurchased 117,037 shares of common stock from a shareholder for $20,112.

On September 30, 2012, a holder of a convertible promissory note converted $20,000 into 200,000 shares of common stock. 

On November 16, 2012, the Company issued 200,000 shares of common stock to an unrelated investor for a cash investment of $12,000.

On November 16, 2012, the Company issued 300,000 shares of common stock to an unrelated investor for a cash investment of $18,000.

On November 16, 2012, the Company issued 80,000 shares of common stock to a related party for consulting services. The Company recorded $4,800 of consulting expense for the issuance for the shares issued.

On November 16, 2012, the Company repurchased 549,914 shares of common stock from a shareholder for $32,995.

On November 21, 2012, the Company issued 84,833 shares of common stock to an unrelated party for services. The Company recorded accounting expense of $5,009 for the shares issued.

On December 4, 2012, the Company issued 666,666 shares of common stock to an unrelated investor for a cash investment of $40,000.

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

9. INCOME (LOSS) PER SHARE

Basic income (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 income (loss) per share.

	Three months ended December 31,				Six months ended December 31,

	2012		2011		2012		2011

Net earnings (loss) - basic	$	(96,580)	$	108,528	$	(109,014)	$	19,688
Interest expense on conversion of promissory notes		-		1,230		2,700		2,460
Net earnings (loss) diluted		(96,580)		109,758		(106,314)		22,148
Weighted average shares - basic		63,905,930		60,433,115		63,700,559		60,840,371
Incremental shares outstanding assuming the conversion of dilutive convertible promissory notes		-		420,000		-		420,000
Weighted average shares - diluted		63,905,930		60,853,115		63,700,559		61,260,371

Earnings (loss) per share
Basic	$	(.002)	$	.002		(.002)	$	*
Diluted	$	(.002)	$	.002		(.002)	$	*

*Less than $.001

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 basis 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, 2012 and June 30, 2012 are as follows:

	December 31, 2012		June 30, 2012
Net operating loss carryforwards	$	1,370,000	$	1,320,000
Deferred compensation		51,000		62,000
Deferred rent expense		15,000		15,000
Accounts receivable allowance		5,000		5,000
Valuation allowance		(1,441,000)		(1,402,000)
Net deferred tax asset	$	--	$	--

At December 31, 2012, the Company has net operating loss carry-forwards for Federal tax purposes of approximately $3,260,000 which, if unused to offset future taxable income, will expire in years beginning in 2018.

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operation

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY PREDICTIONS AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS USUALLY CONTAIN THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," OR SIMILAR EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED BELOW, AS WELL AS THE MATTERS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON 10-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, 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 as well as dozens of the top environmentally-oriented websites.

The Company's goal is to achieve sustained 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 a widening base of retail outlets, distribution centers and OEM arrangements in order to achieve its goals.

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.

RESULTS OF OPERATIONS

Results for the three months ending December 31, 2012 compared to the three months ending December 31, 2011.

For the three months ended December 31, 2012, net sales were $431,153, an increase of 3% over net sales of $416,217 for the three months ended December 31, 2011. This change was due to an increase in private label product sales.

For the three months ended December 31, 2012, cost of sales was $264,682 compared to $240,072 for the same period in the previous fiscal year. The Company’s gross margin decreased from 42% for the three months ended December 31, 2011 to 39% for the current fiscal quarter. This change is due to the fact that a larger portion of the Company’s sales during the period were to private label customers which are sold at a lower margin.

For the three months ended December 31, 2012 and 2011, selling and general administrative expenses were $253,173 and $149,311, respectively. This 41% increase in operating expenses is due to heavy investment into sales and marketing efforts for the ecoone product line.

On October 1, 2011, the Company recorded a gain, net of expenses, of $88,795 from the sale of its direct retail and internet business to a related party. During the same period in 2012 no similar gain was reported.

Interest expense for the three months ended December 31, 2012 was $9,878 a 28% increase from the $7,101 recorded for the three months ended December 31, 2011. This was caused by an increase of total liabilities for the Company from $705,101 on December 31, 2011 to $814,657 on December 31, 2012. The Company secured short term financing to fund operations.

The Company recorded a net loss of $96,580 or $0.002 loss per share for the three months ended December 31, 2012 as compared to a net profit of $108,528 or $0.002 earnings per share for the three months ended December 31, 2011.

Results for the six months ending December 31, 2012 compared to the six months ending December 31, 2012.

For the six months ended December 31, 2011, net sales were $863,995, an increase of 11% over net sales of $769,047 for the six months ended December 31, 2011. This was due to an increase in sales due to marketing efforts.

For the six months ended December 31, 2012, cost of sales was $481,224 compared to $471,048 for the same period in the previous fiscal year. The Company’s gross margin increased from 39% for the six months ended December 31, 2011 compared to 44% for the current fiscal year to date. This increase is due to the fact that significant portions of the Company’s sales during the first quarter to private label customers as well as higher ecoONE® sales to distribution outlets were able to increase the overall gross margin.

For the six months ended December 31, 2012, and 2011, selling and general administrative expenses were $476,733 and $353,797, respectively, or a 26% increase. The increase is due to heavy investment into sales, promotion and marketing efforts for the ecoONE® product line.

On October 1, 2011, the Company recorded a gain, net of expenses, of $88,795 from the sale of its retail and internet business segment to a related party. No similar gain was reported in 2012.

Interest expense for the six months ended December 31, 2012, was $15,052 compared to $13,309 for the six months ended December 31, 2011. This 12% increase is a result of financing or short-term debt.

The Company recorded a net loss of $109,014 or $0.002 per share for the six months ended December 31, 2012, compared to a net profit of $19,688 or less than $0.001 per share for the six months ended December 31, 2011.

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 jeopardize its plans for growth.

At December 31, 2012, the Company had current assets of $640,906 and total assets of $875,123, compared to June 30, 2012 when current assets were $672,536 and total assets were $828,625.

Current liabilities at December 31, 2012, were $548,498 as compared to $411,910 at June 30, 2012. Current liabilities include accounts payable, current portion of notes payable and capital lease obligations and accrued expenses. At December 31, 2012, the Company had an outstanding city loan from Kenosha Area Business Alliance balance totaling $113,919.

Net cash used in operating activities during the six months ended December 31, 2012, was $44,334 compared to $41,965 provided by operating activities during the six months ended December 31, 2011.

Net cash used in investing activities was 106,144 for the six months ending December 31, 2012 compared to 7,323 for the six months ending December 31, 2011. The Company invested in a high-speed liquid filler and IT infrastructure during the six months ending December 31, 2012.

Net cash provided by financing activities for the six months ended December 31, 2012, was $131,176. During the six months ending December 31, 2012, the Company received proceeds from sale of common stock in the amount of $70,000 received 187,500 of new debt and repaid 126,324 of debt obligations. During the six months ended December 31, 2011, the Company repaid $32,913 of long term debt.

On December 31, 2012, the Company had an accumulated deficit of $5,484,890 and total stockholders’ equity of $60,466.

At December 31, 2012, the Company had working capital of $92,408 a decrease from the June 30, 2012, working capital of $260,625.

Total liabilities of $814,657 at December 31, 2012, is an increase from $705,101 at June 30, 2012, due to short term financing needs.

Total stockholders’ equity of $60,466 at December 31, 2012, has decreased from $123,524 at June 30, 2012.

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 consistent 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.

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.

THE COMPANY HAS EXPERIENCED LOSSES FROM OPERATIONS SINCE COMMENCING OPERATIONS:

With the exception of the 3rd quarter of fiscal 2010, 2011 and the 4th quarters of fiscal 2006, 2007, 2011 2012, the Company since commencing operations, has been profitable once in fiscal 2011. The Company may not, in the future, generate sufficient revenues to achieve sustainable profitability.

POSSIBLE DIFFICULTY FINANCING PLANNED GROWTH:

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 incorrect, 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 an 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.

Changes in Internal Control over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended June 30, 2012, 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, 2012.

There have not been any changes in the Company's internal control over financial reporting during the quarter ended December 31, 2012 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

Item 4 – MINE SAFETY DISCOSURES

None

Item 5 – OTHER INFORMATION

None

Item 6 – 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 Defintion
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 14, 2013	By:	/s/ Michael Michie
		Michael Michie Chief Executive Officer
		Chief Financial Officer

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