U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] 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
PACIFIC SANDS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0322882
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State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
601 W. Shaw Ave. Suite D, Clovis, California 93612
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(Address of principal executive offices)
(559) 325-7023
(Issuer's telephone number)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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As of November 1, 2000, the Company had 19,953,000 shares of its $.001 par value
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet at September 30, 2000 (unaudited)
Condensed Statements of Operations for the Quarter Ended
September 30, 2000 and 1999 (unaudited)
Condensed Statements of Cash Flows for the Quarter Ended
September 30, 2000 and 1999 (unaudited)
Notes to Condensed Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
<PAGE>
PACIFIC SANDS, INC.
Condensed Balance Sheet
(Unaudited)
September 30, 2000
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ASSETS
Current assets:
Cash $ 28,618
Inventory 105,925
Other 26,842
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Total current assets 161,385
Property and equipment, net 7,582
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$ 168,967
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LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 43,188
Accrued expenses 18,537
Deferred revenue 27,505
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Total current liabilities 89,230
Commitments and contingencies --
Shareholders' equity:
Common stock 19,953
Additional paid-in capital 2,009,596
Accumulated deficit (1,944,298)
Treasury stock, at cost (5,514)
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Total shareholders' equity 79,737
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$ 168,967
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The accompanying notes are an integral part of these financial statements.
<PAGE>
Condensed Statements of Operations
(Unaudited)
Three Months Ended September 30,
--------------------------------
(RESTATED)
2000 1999
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Net Sales $ 5,859 $ 4,254
Cost of goods sold 2,858 2,340
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Gross profit 3,001 1,914
Selling, general and administrative expenses 78,506 326,382
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Loss from operations (75,505) (324,468)
Interest expense (50,667) (33,419)
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Net loss $ (126,172) $ (357,887)
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Basic and diluted net loss per share $ (0.01) $ (0.04)
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Basic and diluted weighted average shares 18,437,243 9,127,300
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The accompanying notes are an integral part of these financial statements.
<PAGE>
Condensed Statements of Cash Flows
(Unaudited)
Three months
ended September 30,
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(RESTATED)
2000 1999
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Cash flows from operating activities:
Net loss $(126,172) $(357,887)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 354 6,898
Common shares issued for services -- 297,400
Embeded interest expense 50,667 33,000
Changes in assets and liabilities:
Inventory (78,606) --
Other assets (1,522) --
Accounts payable 17,337 --
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Accrued expenses 1,086 (273)
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Net cash used by operating activities (136,856) (20,862)
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Cash flows from investing activities:
Purchases of property and equipment (3,114) (8,076)
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Net cash used by investing activities (3,114) (8,076)
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Cash flows from financing activities:
Issuance of common stock for cash 152,000 --
Proceeds from debentures -- 89,000
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Net cash provided by financing activities 152,000 89,000
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Net increase in cash 12,030 60,062
Cash, beginning of period 16,588 18,800
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Cash, end of period $ 28,618 $ 78,862
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Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ -- $ --
Franchise taxes $ -- $ --
The accompanying notes are an integral part of these financial statements.
<PAGE>
Pacific Sands, Inc.
Notes to Condensed Financial Statements
(Unaudited)
September 30, 2000
Note A - Basis of presentation
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The accompanying unaudited financial statements of Pacific Sands, Inc.
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they
do not include all of the information required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended September 30, 2000 are not necessarily
indicative of the results for any future period. These statements should
be read in conjunction with the Company's audited financial statements and
notes thereto for the year ended June 30, 2000.
Note B - Going concern
----------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order for the Company to continue its operations
over the next twelve months. This factor raises substantial doubt about
the Company's ability to continue as a going concern.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS (THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1999)
For Q 1 2001, the Company reported a loss of approximately $126,000 or
$.01 per share. This compares with a loss of approximately, $358,000, or
$.04 for Q 1 2000. The decrease in loss was due primarily to the decrease
of selling, general and admininstative expenses, specifically a reduction
of compensation and consulting fees.
LIQUIDITY AND CAPITAL RESOURCES
On September 30, 2000 the Company had cash of approximately $29,000. The
principal source of liquidity for Q 1 2001 was sales of common stock for
net proceeds of $152,000.
Management anticipates that additional capital will be required to finance
the Company's operations. The Company believes that anticipated proceeds
from the sales of securities will be sufficient to finance the Company's
operations at currently anticipated levels for a period of at least twelve
months. However, there can be no assurance that the Company will not
encounter unforeseen difficulities that may deplete its capital resources
more rapidly than anticipated or it may not be able to raise additional
funds fom the sale of securities as planned.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is
unaware of proceedings contemplated against it.
Item 2. Changes in Securities
During Q1 2001, approximately 2,000,000 shares of common stock were
sold for proceeds of $152,000.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management for
disclosure herein.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
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27 Financial Data Schedule
Reports on Form 8-K
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Inapplicable
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PACIFIC SANDS, INC.
By: /s/ Stan Paulus
Stan Paulus
Chief Executive Officer
Dated: November 20, 2000
