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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

For the quarterly period ended:  September 30, 2015

 

OR

For the transition period from____________________to______________________

Commission file number 000-29483

(Exact Name of Registrant as specified in its charter)

 

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

 (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   ☒         No  ☐

 

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   ☐

  

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)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐             No ☒

 

The number of shares outstanding of each of the issuer's classes of common equity, as of November 16, 2015 are as follows:

 

 

 

TABLE OF CONTENTS

 

 

 

See accompanying notes

 

 

See accompanying notes.

 

See accompanying notes.

 

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, 2015.  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 2015, 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).

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, including the Company's website.

    

Inventories - Inventories are stated at the lower of cost or market on the first-in, first-out (FIFO) basis.

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 $18,835 and $16,487 during the three months ended September 30, 2015, and 2014, 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.

Customer deposits are 50% of total customer sale. There are two sets of criteria used to determine if a customer deposit is required. The first criterion is foreign customers. To ensure the validity and collectability of a foreign order the Company requires 50% of the total sale to be paid up front. The remaining 50% of the sales is to be paid upon completion of the order and prior to shipping the order to the customer. The second criterion is a new private label customer. These orders would require a 50% total deposit and the remaining 50% paid upon completion of order and prior to shipment. All customer deposits are held as a liability until the order is completed.

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

 

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

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, 2012, 2013, and 2014, 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 reserve of $5,000 is adequate as of September 30, 2015.

Basic and Diluted Net Loss Per Share - Basic loss per share is based upon the weighted average number of common shares outstanding as. There were no common stock equivalents as of September 30, 2015. Dilutive shares and stock options have not been included in the computation of net loss per common share, as the effect would be anti-dilutive as of September 30, 2015.

 

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.

 

 

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 September 30, 2015, the Company has incurred cumulative losses of $7,553,471.  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 September 30, 2015, and June 30, 2015, consisted of the following:

 

5.            PROPERTY AND EQUIPMENT

  

Property and equipment at September 30, 2015, and June 30, 2015, consisted of the following:

 

 

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

6.            ACCRUED EXPENSES

 

Accrued expenses at September 30, 2015, and June 30, 2015, consisted of the following:

7.            NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

Notes payable at September 30, 2015, and June 30, 2015, consisted of the following:

 

The scheduled annual maturities for notes payable are as follows for the years ending September 30,

 

(1) During the quarter the Company issued a short term note payable on July 23, 2015, for $60,000 to support current operations. This note bears 25.92% annual interest and matures on March 22, 2016. Under the terms of this agreement daily payments of $482.14 are required. The balance as of September 30, 2015 was $41,669. The Company issued a short term note payable on September 24, 2015, for $50,000 to support current operations. This note bears 43% annual interest and matures on January 30, 2016. Under the terms of this agreement daily payments of $812.50 are required. The balance as of September 30, 2015 was $47,159.

8.	CONVERTIBLE DEBT

Debt Discount – Costs incurred with parties who are providing short-term financing, which include the fair value of an embedded derivative conversion, are reflected as a debt discount and are amortized over the life of the related debt. When the debt is repaid, the related debt discount is recorded as additional interest expense and the related derivative liability is relieved into additional paid in capital.

A convertible note of $45,000 was issued on July 30, 2015. This note is set to mature on August 1, 2016. The derivative calculation was $104,852, of which $45,000 was recorded to debt discount and $59,852 to derivative gain/loss.

A convertible note of $54,000 was issued on August 12, 2015. This note is set to mature on May 11, 2016. The derivative calculation was $67,162, of which $54,000 was recorded to debt discount and $13,162 to derivative gain/loss.

At September 30, 2015, convertible notes totaled $271,750 of which $181,417 was attributable to the discount on debt. For the period ended September 30, 2015, $72,625 of the debt discount was amortized and recorded as interest expense.

 

The derivatives were valued using the Black-Scholes option pricing model with the following assumptions:

The following table presents the embedded conversion derivative liabilities, the Company's only financial liabilities measured and recorded at fair value on the Company's balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2015:

The following table reconciles for the period ended September 30, 2015, the beginning and ending balances for financial instruments that are recognized at fair value in the financial statements:

9.            STOCKHOLDERS' DEFICIT

 

Transactions for the three months ended September 31, 2015, are as follows:     

On July 16, 2015, the Company issued 125,000 shares of common stock for $5,000 for payment of services rendered.

On September 11, 2015, the Company issued 2,050,000 shares of common stock to an employee for $32,800 for payment of compensation.

 

PACIFIC SANDS, INC

NOTES TO FINANCIAL STATEMENTS

10.          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.

 

 

Anti-dilutive securities not included in net loss per share calculation:

 

11.          INCOME TAXES

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting and tax bases 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 September 30, 2015, and June 30, 2015, are as follows:

 

At September 30, 2015, the Company has net operating loss carry-forwards for Federal tax purposes of approximately $5,085,000 which, if unused to offset future taxable income, will expire in years beginning in 2019.

12.          SUBSEQUENT EVENTS

On November 3, 2015, the Company issued 950,000 shares of common stock as payment for accrued salaries.

On November 6, 2015, the Company issued 15,450,437 shares of common stock to the CEO as payment for accrued salaries.

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, 2011 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® 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. The ecoone® brand is an inclusive line that provides all the necessary components to maintain spa's and keep them running simply, safely, and naturally.

The Company's other brand is Natural Choices, which is a line of earth-, health-, pet-, and kid-friendly cleaning and laundry products. The top selling product is Oxy-Boost™ an oxygen-bleach based, chlorine-free bleach alternative. Throughout the last six months the company has re-launched the Natural Choices brand and began marketing initiatives to sell to consumers direct from the Company in addition to our numerous distributors.

The Company has a large selection of oxygen-bleach based formulations available both for retail distribution under its ecoone® and Natural Choices brands as well as for contract manufacturing and private label.

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® and Natural Choices 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.

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 sustained fiscal profitability.

To date, the Company has funded operations through a combination of revenues from the sale of its products, established credit with vendors, debt issuance 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 September 30, 2015, compared to the three months ending September 30, 2014.

For the three months ended September 30, 2015, net sales were $227,509, a decrease of 53% over net sales of $486,045 for the three months ended September 30, 2014. The decrease in quarter one sales is attributable to a reduction in private label sales and a generally slower quarter for sales as trends have shown in the past. The Company has moved towards sales of it branded product lines and has shifted away from manufacturing a large private label customers goods.

For the three months ended September 30, 2015, cost of sales was $176,831 compared to $301,363 for the same period in the previous fiscal year.  The Company's gross margin decreased from 37.9% for the three months ended September 30, 2014, to 22.3%. The increase in COGS compared to revenue and the decreased gross margin is due to lower sales and an inability to support current manufacturing labor and overhead costs.

For the three months ended September 30, 2015, and 2014, selling and general administrative expenses were $280,878 and $593,463, respectively. The decrease in administrative expense is due to a reduction of sales staff, marketing, and other expenses. 

Interest expense for the three months ended September 30, 2015, was $115,957 compared to $69,431 for the three months ended September 30, 2014. The increase in interest expense is due to debt financed at higher rates and the current period interest includes the amortization of debt discount for $72,625.

The Company recorded net loss of $406,261 or $0.004 loss per share for the three months ended September 30, 2015, as compared to a net loss of $456,792 or $0.006 loss per share for the three months ended September 30, 2014.

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 common stock issued 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 September 30, 2015, the Company had current assets of $354,989 and total assets of $542,721, compared to June 30, 2015, when current assets were $459,624 and total assets were $663,451. Cash and cash equivalents at September 30, 2015, was $14,651 compared to $30,908 at June 30, 2015.  

Current liabilities at September 30, 2015, were $1,686,105 as compared to $1,418,097 at June 30, 2015. Current liabilities include accounts payable, current portion of notes payable, accrued expenses, and other current debt.

Non-current liabilities at September 30, 2015, and June 30, 2015, were $68,099 and $88,375, respectively. Non-current liabilities as of September 30, 2015, include a note payable to Kenosha Area Business Alliance for $52,697 and a note payable to a capital lease for $15,402.

For the period ending September 30, 2015, the Company received two loans, totaling $120,000, to meet operating needs.

Net cash used in operating activities during the three months ended September 30, 2015, was $119,917 compared to $321,639 used in operating activities during the three months ended September 30, 2014.

 

During the three months ended September 30, 2015, net cash provided by financing activities was $106,577, which included proceeds of $120,000 from debt issued, $99,000 of convertible debt issued and $112,423 of debt repayments as compared to the previous fiscal quarter net cash provided by financing activities was $71,215, which included proceeds of $149,640 from debt issued, $70,000 of convertible debt issued and $148,425 of debt repayments.

On September 30, 2015, the Company had an accumulated deficit of $7,553,471 and total stockholders' deficit of $1,221,483.

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 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.

The Company has no material commitments for capital expenditures at this time. The Company has no "off balance sheet" source of liquidity arrangements.  

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

  

Not Required

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, the Company's 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, 2015, management believes there are no significant deficiencies in the Company's internal control over financial reporting In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Management concluded that internal controls over financial reporting were effective as of June 30, 2015.

There have not been any changes in the Company's internal control over financial reporting during the quarter ended September 30, 2015, 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

On July 16, 2015, the Company issued 125,000 shares of common stock for $5,000 for payment of services rendered. Common stock shares were issued in lieu of a payment.

On September 11, 2015, the Company issued 2,050,000 shares of common stock to an employee for $32,800 for payment of compensation. Common stock shares were issued in lieu of payment.

Item 3 – DEFAULTS UPON SENIOR SECURITIES

None

 

Item 4 – MINE SAFETY DISCLOSURES

Not Applicable

 

Item 5 – OTHER INFORMATION

 

None

Item 6 – EXHIBITS

 

*           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 such filing or document.

 

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.

 

Dated: November 16, 2015	/s/ Michael D. Michie
	Michael D. Michie
	Chief Executive Officer Chief Financial Officer