Friday, July 22, 2004

RACINE, WI - Pacific Sands, Inc. (OTCBB: PFSD) CEO Michael Wynhoff explains the details of recent company transition.

Dear Shareholders,

I’m pleased to be writing you this letter today from our new company headquarters in Racine Racine, WI. I’m writing to explain as succinctly as possible the terms of the recent company transition and the resulting stock structure.

This transition represents a complete change of control of Pacific Sands including the retirement of the former Board of Directors and all corporate officers.

Former President and CEO Stan Paulus and former Treasurer and board member Rita Paulus have stepped down from their positions with the company in return for a combined severance payment of $50,000, a two year note for $100,000 and the company’s inventory of books and instructional manuals. In return they have retired 4,900,000 shares of stock (which are currently being held in escrow until the completion of the transition) and have given up claim to all back salary, monies owed them by the company as well as any stock options and all obligations of the company to the Paulus’.

The retirement of accrued salaries and notes owed to the Paulus’ represents debt relief of more than $300,000, a substantial portion of the company’s overall debt position. We extend our thanks to Stan, Rita and the previous board for working with us in good faith to enable Pacific Sands to transition to new leadership with the resources, information, and freedom to reposition the company for growth.

I assembled a number of investors who financed the transition at very favorable terms to the company. They purchased one-year restricted stock directly from the company at what was the current trading price of 3 cents a share at the time of the transition.

Additionally, two other major shareholders were bought out at a discount and their 2,700,000 shares placed in escrow pending the completion of the transition.

A substantial percentage of the transitional funds were provided by incoming board member M.R. Rauscher and me.

As a result of the transaction a total of 7,600,000 shares will be retired or returned to treasury.

2,500,000 restricted shares have been sold so far to finance the transition and it is anticipated that we will sell an additional 2,000,000 restricted shares to complete the deal and completely fund the transition. I will also be issued 2,000,000 shares of restricted stock in return for organizing and financing the transition.

It is important to remember that the shares that were sold to finance this deal will not be eligible for sale into the market for 12 months.

I felt that is was of the utmost importance to the long-term health of this company to structure the transition to the benefit of the current shareholders. Consequently, the net result of the transition itself is a modest reduction of the total number of shares outstanding, relief of a substantial portion of the company’s overall debt and enough operating capital to get the company producing and selling product.

All of us involved in this transition believe very strongly in the long-term profit potential for Pacific Sands. We are committed to the environment and health benefits our products have to offer and are dedicated to aggressively bringing those products to the national and international marketplace.

A follow-up news release will be issued within the next week detailing the progress we have made in the one month since the initial transition took place.

Sincerely,
Michael L. Wynhoff

About Pacific Sands
Pacific Sands, Inc. develops manufactures and markets environmentally safe, nontoxic cleaning and water treatment solutions for industrial, and consumer products. Its core, nontoxic products have applications ranging from home spas, pools, cleaning and pet care products to water towers, factory holding ponds and wastewater treatment solutions. Pacific Sands recently moved its operations and manufacturing to Racine, WI.

Safe Harbor Act Disclaimer:
The statements contained in this release and statements that the company may make orally in connection with this release that are not historical facts but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in the forward-looking statements, since these forward-looking statements involve risks and uncertainties that could significantly and adversely impact the company's business. Therefore, actual outcomes and results may differ materially from those made in forward-looking statements.

CONTACT: Pacific Sands, Inc. (OTCBB: PFSD)
Investor Relations: JT Ploch
608-577-6482
Email: pacificsandsir@charter.net
Web site: http://www.pacificsandsinc.com/