PACIFIC SANDS INC
NT 10-Q, 2000-11-14
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One):

[ ] Form 10-K  or  Form 10-KSB [ ] Form 20-F [ ] Form 11-K  [ X ] Form 10-Q or
Form 10-QSB [ ] Form N-SAR

                  For Period Ended:

                  [ ]  Transition  Report  on  Form  10-K  or  Form  10-KSB
                  [ ]  Transition  Report on Form 20-F
                  [ ]  Transition  Report on Form 11-K
                  [ ]  Transition  Report on Form 10-Q [or Form 10-QSB]
                  [ ]  Transition Report on Form N-SAR

                  For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.
         `
         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:



Part I--Registrant Information


Pacific Sands, Inc.
-----------------------
Full Name of Registrant


601 W. Shaw Ave., #D
---------------------
Address (Street and Number)

Clovis, CA 93612
----------------------
City, State & Zip


Part II--Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

     [ X ] (a) The reasons  described in  reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

     [ X] (b) The subject annual report,  semi-annual report,  transition report
on Form 10-K or Form 10-KSB,  Form 20-F,  11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth  calendar day following the  prescribed
due date; or the subject  quarterly report or transition report on Form 10-Q [or
Form 10-QSB],  or portion  thereof will be filed on or before the fifth calendar
day following the prescribed due date; and

     [ ] (c) The  accountant's  statement or other exhibit  required by the Rule
12b-25(c) has been attached if applicable.

Part III--Narrative

The Registrant  continues to gather the  information  necessary to file its Form
10-QSB first quarter report.


Part IV--Other Information

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification.

                Stanley Paulus                  559-325-7023
                    (Name)              (Area Code)(Telephone Number)

     (2)  Have all other periodic reports required under Section 13 or [ ] Yes [
          X ] No 15(d) of the  Securities  Exchange Act of 1934 or Section 30 of
          the  Investment  Company Act of 1940 during the preceding 12 months or
          for such shorter  period that the registrant was required to file such
          report(s) been filed? If answer is no identify report(s).  Form 10-KSB
          to  be  filed  immediately  upon  completion  of  financial  audit  by
          principal accountant.

     (3)  Is it anticipated that any significant  change in results of [ ] Yes [
          X ] No  operation  from the  corresponding  period for the last fiscal
          year will be reflected by the  earnings  statements  to be included in
          the subject report or portion thereof? If so: attach an explanation of
          the anticipated change,  both narratively and quantitatively,  and, if
          appropriate,  state  the  reasons  why a  reasonable  estimate  of the
          results cannot be made.


                               Pacific Sands, Inc.
                    ----------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date: November 14, 2000                     By :   /s/ Stanley Paulus
                                                   ------------------
                                                 Stanley Paulus, President








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