PACIFIC SANDS INC
NT 10-K/A, 2000-09-29
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One):   [X] Form 10-K (transition report)


For Period Ended:   June 30, 2000

[X] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR


                        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)

Relief is sought pursuant to Rule 12b-25(b)

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

(b)  The subject  transition  report on Form 10-K will be filed on or before the
     fifteenth calendar day following the prescribed due date.

(c)  The  accountant's  statement or other exhibit required by Rule 12b-25(c) is
     not applicable.



                              Part III - NARRATIVE

The  registrant  continues  to  gather  the  information  necessary  to file its
transition report on Form 10-K.



                          Part IV - OTHER INFORMATION

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


                           Stanley Paulus 559-325-7023


(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the proceeding 12 months or for such
     shorter period that the registrant was required to file such report(s) been
     filed? [X] Yes
(3)  Is it anticipated that any significant  change in result of operations 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? [X] No

<PAGE>

                               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: September 28, 2000                    By :   /s/ Stanley Paulus
                                                   ------------------
                                                Stanley Paulus, President





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