SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>pacificsands8kltr.txt
<DESCRIPTION>PACIFIC SANDS ITEM 4 8KA#1 FILED 9/22/04 COMMENT LTR THOMPSON
<TEXT>

September 29, 2004

Mr. Michael Michie
Pacific Sands, Inc.
1509 Rapids Drive
Racine, Wisconsin 53404

RE:  	Form 8-K Item 4 filed September 22, 2004
	File # 000-29483

Dear Mr. Michie:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

1. We note that Alex D. Domantay & Associates does not appear to be
registered with the PCAOB and provided a review of your Forms 10-QSB
for the periods ending September 30, 2003, December 31, 2003, and
March 31, 2004.  Section 102 of the Sarbanes-Oxley Act of 2002 makes
it unlawful after October 22, 2003 for any person that is not a
registered public accounting firm (i.e., registered with the PCAOB) to
prepare or issue, or to participate in the preparation or issuance of,
any report (or review report) with respect to an issuer.  The above-
mentioned Forms 10-QSB were filed subsequent to October 22, 2003.
Please confirm to us in writing that your new auditor, Frank Sassetti
& Company that is registered with the PCAOB, is going to review your
Forms 10-QSB for the periods ended September 30, 2003, December 31,
2003, and March 31, 2004.  In addition, confirm that you are going to
re-file your September 30, 2003, December 31, 2003, and March 31, 2004
Forms 10-QSB subsequent to Frank Sassetti & Company`s review of these
filings.

*****

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.
1.
2. Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Michie
September 29, 2004
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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