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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A
Amendment No. 1
 
S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2012

Commission file number 000-29483

Pacific Sands, Inc.
(Exact Name of Registrant 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)

(262) 925-0123
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes    £      No    S
 
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes    ¨      No    x

Indicate by check mark whether the registrant (1) has 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 website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, or “smaller reporting company in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer    ¨
 
Accelerated filer    ¨
Non-accelerated filer    ¨
 
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    x
 
Registrant's revenues for its most recent fiscal year: $1,883.013.

Market value of Common stock held by non-affiliates at December 31, 2011:  $3,526,843.

Shares of Common Stock outstanding at October 15, 2012: 63,683,253 shares.
 
Documents incorporated by reference: None
 
 
 

 
 
 

 
EXPLANATORY NOTE

The purpose of this Amendment No. 1 (“Amendment”) to our quarterly report on Form 10-K for the period ended June 30, 2012, originally filed with the U.S. Securities and Exchange Commission on october 15, 2012, is solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.

No other changes have been made in this Amendment.  This Amendment speaks as of the original date of our Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Under Rule 405(a)(2)(ii) of Regulation S-T, this Exhibit 101 is permitted to be furnished by amendment within 30 days of the original filing date of the Form 10-K.
 
 
 
 
 
 
 

 
 
 
Item 15. Exhibits
 
(a) Attached Exhibits
 
101 INS   XBRL INSTANCE DOCUMENT*
101 SCH   XBRL SCHEMA DOCUMENT*
101 CAL   XBRL CALCULATION LINKBASE DOCUMENT*
101 LAB   XBRL LABELS LINKBASE DOCUMENT*
101 PRE   XBRL PRESENTATION LINKBASE DOCUMENT*
101 DEF   XBRL DEFINITION LINKBASE DOCUMENT*
     
 
 
* The XBRL related information in Exhibit 101 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933. as amended, except as shall be expressly set forth by specific reference in sich filing or document.
 
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Sands, Inc
(Registrant)

By: /s/ Michael D. Michie 

Michael D. Michie
President & Chief Executive Officer
Chief Financial Officer,
Director

October 15, 2012