U.S. Securities and Exchange Commission
                                Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)
 ___X__	  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 2004

 ______ TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
              For the transition period from ________ to ________

                        Commission File Number: 000-50216

                                     ADA-ES, INC.
         (Exact name of small business issuer as specified in its charter)

               Colorado                               84-1457385
(State of other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

               8100 SouthPark Way, B, Littleton, Colorado           80120
                 (Address of principal executive offices)         (Zip Code)

                               (303)734-1727
                        (Issuer's telephone number)

                               Not Applicable
(Former name, former address and former fiscal year, if changed since last
  report)

	APPLICABLE ONLY TO CORPORATE ISSUERS:

  State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,764,586 Shares of Common
Stock, no par value outstanding as of October 29, 2004.

Transitional Small Business Disclosure Format: Yes______; No __X_

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PART I
Item 1.	FINANCIAL STATEMENTS

                     ADA-ES, Inc. and Subsidiary
                Consolidated Balance Sheet(Unaudited)
                          September 30, 2004
                      (amounts in thousands)

                           	ASSETS

CURRENT ASSETS:
  Cash, and cash equivalents                                     $ 1,226
  Investments available for sale                                   6,996
  Trade receivables, net of allowance for doubtful
   accounts of $5 	                                           1,185
  Inventories                                                         84
  Prepaid expenses and other        	                           347
                                                                   -----
      Total current assets	                                     9,838
                                                                   -----

PROPERTY AND EQUIPMENT, at cost                                    1,367
    Less accumulated depreciation and amortization                  (885)
                                                                   -----
          Net property and equipment        	                     482
                                                                   -----


GOODWILL, net of $1,556 in amortization                            2,024
INTANGIBLE ASSETS, net of $30 in amortization                        145
DEFERRED TAX BENEFIT and other assets                                 64
                                                                  ------
TOTAL ASSETS       	                                        $ 12,553
	                         	                              ======

           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Account payable	                                              $    585
  Accrued payroll and related                                        216
  Accrued expenses                                                    49
  Deferred revenues                                                  178
                                                                   -----
	Total current liabilities                                    1,028
                                                                   -----
LONG-TERM LIABILITIES:
  Deferred compensation and other liabilities	                     144
                                                                   -----
      Total long-term liabilities

STOCKHOLDERS' EQUITY:
  Common stock no par value                                       12,636
  Accumulated deficit	                                          (1,255)
                                                                  ------
	Total stockholders' equity                                  11,381
                                                                  ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	                $ 12,553
                                                                  ======

See accompanying notes.

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                          ADA-ES, Inc. and Subsidiary
               Consolidated Statements of Operations (Unaudited)
                Three and Nine Months Ended September 30, 2004 and 2003
                 (amounts in thousands, except per share)

                                            3 Months ended     9 Months ended
                                         9/30/04    9/30/03  9/30/04  9/30/03
REVENUES:                                 ------    -------   ------   ------
     Mercury emission control             $2,275    $ 1,018   $4,574   $2,552
     Flue gas conditioning                   472        452    1,280    1,534
     Combustion aids and other                94         44      301      300
                                           -----      -----    -----    -----
        Total revenues                     2,841      1,514    6,155    4,386

COST OF SERVICES                           1,703        844    3,524    2,171
                                           -----      -----    -----    -----
GROSS MARGIN                               1,138        670    2,631    2,215

COST AND EXPENSES:
    General and administrative               542        424    1,438    1,404
    Research & development                   331        137      810      464
    Depreciation and amortization             48         35      126       91
                                           -----      -----    -----    -----
             Total expenses                  921        596    2,374    1,959
                                           -----      -----    -----    -----
OPERATING INCOME                             217         74      257      256

OTHER INCOME (EXPENSE):
    Interest expense                          (7)        (6)     (31)     (7)
    Other, net                                12          3       13     (12)
                                           -----      -----    -----    -----
     Total other income (expense)              5         (3)     (18)    (19)
                                           -----      -----    -----    -----
NET INCOME                                $  222     $   71   $  239   $  237
                                          ======     ======   ======   ======
NET INCOME PER COMMON Share (as adjusted,
 Basic and Diluted):                      $  .05     $  .02   $  .06   $  .07
                                          ======     ======   ======   ======
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING (adjusted):                   4,288      3,376    3,905    3,355
                                          ======     ======   ======   ======
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                             ADA-ES, Inc. and Subsidiary
      Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                    Nine Months Ended September 30, 2004 and 2003
                               (amounts in thousands)

                              Common Stock    Receivable  Accumulated
                             Shares  Amount  from Parent    Deficit   Total
                             ------  ------  -----------  ----------- ------
Balances, January 1, 2003       10  $5,326       $ (473)    $ (1,903) $2,950
 Cash distributions to and
  expenses paid for Parent       -      -	         (355)         -      (355)
 Stock issued by Parent for
  expenses                       -      -            20          -        20
 Stock option issued to third
  party for services             -      13           -           -        13
 Assumption of debt on spin-off  -      -         (1,280)        -    (1,280)
 Constructive dividend to Parent
  to complete spin-off        3,334  (2,088)       2,088         -        -
 Issuance of stock for cash     138   1,000           -          -     1,000
 Issuance of stock on conver-
  sion of debt                  100     210           -          -       210
 Net income for the period	   -       -            -         237      237
                              -----  ------       ------    -------   ------
Balances, September 30, 2003  3,582  $4,461       $   -   $  (1,666)  $2,795
			            =====  ======	  ======    =======   ======

Balances, January 1, 2004     3,582  $4,467       $  -      $ (1,494) $2,973
 Stock issued for pension
  liabilities                    22     147          -            -      147
 Stock issued for services        4      35          -            -       35
 Exercise of stock options      147     367          -            -      367
 Sale of stock                1,000   7,620          -            -    7,620
 Net income for the period	   -       -           -           239     239
                              -----  ------       -----       ------   -----
Balances, September 30, 2004  4,755 $12,636      $   -      $ (1,255)$11,381
			            =====  ======       =====       ======   =====

See accompanying notes.

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                       ADA-ES, Inc. and Subsidiary
                   Consolidated Statements of Cash Flows(Unaudited)
              For the Nine Months Ended September 30, 2004 and 2003
                          (amounts in thousands)

                                                           2004        2003
                                                           ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $   239      $  237
  Adjustments to reconcile net income to net
   cash provided (used) in operations:
    Depreciation and amortization                           126          91
    Accrued expenses paid with stock        	            182          33
    Change in operating assets and liabilities               14        (202)
  	                                                    -----       -----
       Net cash provided (used) by operating activities     561         159
                                                          -----       -----
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investments available for sale             (6,996)         -
  Capital expenditures		                             (181)       (340)
                                                          -----       -----
	Net cash used by investing activities              (7,177)       (340)
                                                          -----       -----

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceed from notes payable and convertible debenture       -          940
  Payments on assumed debt and notes payable               (922)       (944)
  Proceeds from sale of stock                             7,620       1,000
  Advances to Parent                                         -         (355)
  Exercise of stock options                                 367          -
                                                          -----       -----
	Net cash used by financing activities               7,065         641
                                                          -----       -----
Net increase (decrease) in cash and cash equivalents        449         460

Cash and cash equivalents at beginning of period            777         325
                                                          -----       -----
Cash and equivalents at end of period 			   $1,226      $  785
                                                          =====       =====
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
	Cash payments for interest		               $   31      $    7
                                                          =====       =====
      Stock and options issued for services              $  182      $   33
                                                          =====       =====
      Stock issued in conversion of debt                 $   -       $  210
                                                          =====       =====
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
      Assumption of debt and accrued liabilities
        at spin-off                                      $   -       $1,280
                                                          =====       =====
      Constructive dividend to Parent at spin-off        $   -       $2,088
                                                          =====       =====

See accompanying notes.

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                           ADA-ES, Inc. and Subsidiary
               Notes to Consolidated Financial Statements (Unaudited)
                                   September 30, 2004

(1)  General
The accompanying consolidated financial statements were prepared in
accordance with generally accepted accounting principles and reflect all
adjustments which are, in the opinion of management, necessary for fair
representation of the financial results for the interim periods shown.  Such
statements should be considered in conjunction with Registrant's  Form 10KSB,
filed for the year ended December 31, 2003.

(2) Stock Based Compensation
The Company has elected to follow APB Opinion No. 25 and related
interpretations in accounting for its stock options and grants since the
alternative fair market value accounting provided for under Statement of
Financial Accounting Standards (SFAS) No. 123 requires use of grant valuation
models that were not developed for use in valuing employee stock options and
grants. Under APB Opinion No. 25, if the exercise price of the Company's
stock grants and options equals the fair value of the underlying stock on the
date of grant, no compensation expenses are recognized.

If compensation cost for the Company's stock-based compensation plans had
been determined based on the fair value at the grant dates for awards under
those plans consistent with the method of SFAS No. 123, then the Company's
net income per share would have been adjusted to the pro forma amounts
indicated below:
                                              September 30,
                                          2004              2003
                                    ---------------------------------

 Net income as reported                $ 239,000         $237,000
   Add: stock based  compensation
    included in reported net income         -                 -
   Deduct: Stock-based compensation
    cost under SFAS 123                 (300,000)         (20,000)
                                    ---------------------------------
      Pro forma net income             $ (61,000)         $217,000
                                    =================================

Pro forma basic and diluted net income per share:

Pro forma shares used in the
 calculation of pro forma net income
 per common share- basic and diluted   3,905,000        3,355,000

Reported net income per common share
 - basic and diluted                       $.06              $.07

Pro forma net income per common share
 - basic and diluted                      ($.02)             $.06


Pro forma information regarding net income is required by SFAS 123.
The fair value of options granted were estimated using the Black-Scholes
valuation model. The following weighted average assumptions were used for the
nine months ended September 30, 2004:

     Volatility                             0.3560
     Expected life of options (in years)         5
     Dividend Yield                           0.00%
     Risk free interest rate                  2.50%

(3)  Net Income Per Share and Weighted Average Shares Outstanding
The amounts shown for 2003 have been adjusted to reflect the shares
outstanding as if the spin-off from Earth Sciences, Inc. (ESI) had occurred
at the beginning of the period shown.

(4) Business Segment Information
The Company has three reportable segments: mercury emission controls
(MEC),flue gas conditioning and consulting (FGC), and combustion aids and
consulting (CA).  All assets are located in the US and are not evaluated by
management on a segment basis.  All significant customers are US companies.

                             (amounts in thousands)
Three months ended September 30, 2004
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 2,275   $   472   $   94      $  2,841
Segment profit         $   366   $   198   $   10      $    574

Nine months ended September 30, 2004
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 4,574   $ 1,280   $  301      $  6,155
Segment profit         $   680   $   636   $   19      $  1,335

Three months ended September 30, 2003
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 1,018   $   452   $   44      $  1,514
Segment profit (loss)  $   236   $   225   $  (46)     $    415

Nine months ended September 30, 2003
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 2,552   $ 1,534   $  300      $  4,386
Segment profit (loss)  $   641   $   801   $  (65)     $  1,377

A reconciliation of reported total segment profit to Net Income for
the periods shown above is as follows:
                                            (amounts in 000's)
                                           2004             2003
                                           ----             ----
                                      3 mos.  9 mos.   3 mos.  9 mos.
                                      ------  ------   ------  ------
Total segment profit                  $  574  $1,335   $  415  $1,377
Non-allocated general & admin expenses  (309)   (952)    (306) (1,030)
Depreciation and amortization            (48)   (126)     (35)    (91)
Interest and other income(expense)         5     (18)      (3)    (19)
                                        ----    ----     ----    ----
Net Income                            $  222  $  239   $   71  $  237
                                        ====    ====     ====    ====
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Item 2.	 Management's Discussion and Analysis or Plan of Operation.
This Quarterly Report may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 that involve risks and
uncertainties. In particular such forward-looking statements may be found in
this section.  The following discussion and analysis of the financial
condition and results of operation of the Company should be read in
conjunction with the consolidated financial statements and related notes
thereto included in the Company's Annual Report on Form 10KSB. Words or
phrases such as "will," "hope," "expect," "intend," "plan" or similar
expressions are generally intended to identify forward-looking statements.
Those statements involve risks and uncertainties that could cause actual
results to differ materially from the results discussed herein. The principal
risks and uncertainties that may affect the Company's actual performance and
results of operations include the following: general economic conditions;
adverse weather; changes in federal income tax laws and federal funding for
environmental technology/specialty chemicals programs; governmental
regulation; changes in governmental and public policy; changes in economic
conditions specific to one or more of the Company's markets and businesses;
competition; availability of raw materials; and unexpected operational
difficulties. Other risks and uncertainties may also affect the outcome of
the Company's actual performance and results of operations. You are cautioned
not to place undue reliance on the forward-looking statements made in this
Management's Discussion and Analysis of Financial Condition and Results of
Operation.


INTRODUCTION
The Company provides environmental technologies and specialty chemicals to
the coal-burning electric utility industry. Revenues are generated through
(1) time and materials contracts for the emerging mercury emission control
(MEC) market, several of which are co-funded by government and industry, (2)
the sale of specialty chemicals and services for flue gas conditioning (FGC),
and (3) the sale of combustion aid (CA) chemicals and services, primarily
ADA-249 through a joint venture with Arch Coal.

Mercury has been identified as a toxic substance and the EPA is under court
order to issue regulations for its control, which are expected in March 2005.
The growth of the MEC market for the electric utility industry will most
likely be dependent on federal and/or state regulations, which are in various
stages of enactment.  As many as 1,100 existing coal-fired boilers may be
affected by such regulations, if and when they are enacted.  Permitting of
new coal-fired plants generally requires them to meet more stringent
requirements that likely include MEC. For the near-term, our revenues from
this emerging market will be dependent on (i) DOE- and industry-funded
contracts, (ii) mercury testing services and (iii) equipment sales and
commissions on sorbents sold to new plants and existing plants affected by
enacted regulations.  Although we expect this market to show steady growth
over the next several years, significant revenue growth is anticipated when
federal regulations impact the large market of existing boilers.

The market for our FGC chemicals and services is relatively flat and is
expected to only show modest growth, if any, in the near-term.  Margins on
these products are typically higher than what we recognize for our present
MEC sales and represent an important contribution to the overall
profitability of the Company.  In spite of several successful demonstrations,
market acceptance for our CA products has not grown as previously expected.
Commencement of continuing sales to a significant customer in 2004 is
important, and is expected, if such occurs, to help promote additional sales.

In August 2004 the Company entered into several Subscription and Investment
Agreements and privately sold 1 million shares of its common stock to a
limited number of institutional investors at a price of $8.00 per share. The
net proceeds to ADA-ES from the sales totaled $7,620,000.  Pritchard Capital
Partners LLP acted as the placement agent for the sales and received a fee of
approximately 5%.  Approximately $551,000 of the proceeds were utilized to
pay off long-term debt. Approximately $7 million of the proceeds have been
invested in highly-rated corporate and government bonds and low-risk growth
equities.

During the second quarter of 2004 the Company announced it signed a
commercial contract to supply and install a FGC system to improve capture of
flyash particles at a Midwestern coal-fired power plant. The plant is making
provisions to switch to coal from the Wyoming Powder River Basin (PRB).  The
contract calls for the purchase and installation of the equipment for
approximately $300,000. The Company expects the equipment to be installed and
operational in December 2004 and shortly thereafter, it is expected to begin
injecting the Company's proprietary chemical. Based upon historical average
usage of the chemical at existing customers' plants, it is anticipated that
future chemical purchases will provide additional revenues of $500,000 -
$700,000 per year. We are currently on schedule to meet the delivery date.

Liquidity and Capital Resources
The Company had a positive working capital of $8.8 million at 9/30/04. The
amount represents an improvement of approximately $7.7 million for the
quarter, primarily as a result of the sale of stock mentioned above.
Management believes that existing and expected improving working capital,
through continued and improved cash flow from ongoing operations, will be
sufficient to meet the anticipated needs of the Company throughout 2004 and
the foreseeable future. However, there can be no assurances that the positive
cash flow that has been achieved will continue. The Company also has a
$250,000 line-of-credit arrangement, which was renewed in May with a bank to
help with its working capital needs. No amounts were outstanding under the
line as of 9/30/04.

The Company's principal source of liquidity is its existing working capital
and operating cash flows as supplemented by its line-of-credit noted above.
The continuation of positive cash flow is somewhat dependent upon the
continuation of chemical sales and operations of the flue gas conditioning
(FGC) units currently in-place in Wisconsin, Louisiana and Iowa, each of
which provide an average monthly cash flow of approximately $20,000, and
growth in the mercury emission control market. Unsatisfactory results in FGC,
which could be caused by a combination or single factor such as changes in
coal, mechanical difficulties (whether in the FGC unit or otherwise), and/or
overall cost/benefit analysis, at any of those units may decrease or end the
sale of chemicals for such units. The Company is also performing services
under three DOE and industry co-funded contracts, which overall are expected
to produce an estimated $4.0 million in revenues in 2004. Of that amount
approximately 15% represents cost share amounts from industry partners, and
50% represents reimbursement from DOE for costs that pass through the
Company. Currently funding has been approved by the DOE for approximately
$4.1 million of its share of those contracts. If further funding were not
approved, the Company would decrease or cease activities on those contracts
and we would expect to maintain a positive cash flow but at a somewhat
reduced level.

Debt service obligations in 2004 totaled approximately $145,000.  The
Company paid-off all of its term debt during the third quarter of 2004 in an
effort to reduce interest expense. Planned capital expenditures for ADA-ES to
sustain and improve ongoing operations for 2004 are estimated at $300,000.
The Company expects to fund these requirements out of existing working
capital and cash flow from operations.

The Company assumed a defined contribution and 401(k) plan covering all
eligible employees from Earth Sciences Inc. as of January 1, 2003.  The
Company matches up to 5% of salary amounts deferred by employees in the Plan.
During the first three quarters of 2004, the Company recognized $58,000 of
matching expense; this expense is expected to amount to approximately $80,000
in 2004.  In the past the Company has also made discretionary contributions
to the Plan amounting to approximately 10% of salaries, which amounts were
paid in stock.  At December 31, 2003, the Company had authorized a
discretionary contribution of $147,000, which amount was paid in the first
quarter of 2004 through the issuance of stock.  In 2004 such discretionary
amounts are expected to be paid through a combination of contributions to the
Plan and as bonuses. Based on budget figures for 2004 such amount may total
approximately $206,000.  As of 9/30/04 approximately $104,000 has been
accrued for these potential payments as a result of the net income recognized
in the first nine months of 2004.

The Company has recorded net deferred tax assets of $93,000 as of 12/31/03.
Based on existing R&D contracts supported by the DOE and industry, the
Company has determined that it is more probable than not that those deferred
tax assets will be realized in the future.

Cash flow provided from operations totaled $561,000 for the first nine months
of 2004 compared to $159,000 for same period in 2003. Cash flow from
operations in 2004 was higher than 2003 as the result of significant
increases in accounts payable and deferred revenues in the first nine months
of 2004, which change improved the Company's cash flow at the end of the
current period. Cash flow provided from operations in 2004 resulted primarily
from the operating income plus non-cash charges for depreciation,
amortization and expenses paid with stock plus and minus other components of
working capital. Cash flow from net investing activities for 2004 includes a
use for investments available for sale of ($6,996,000) and capital
expenditures of $(181,000). Cash flow from financing activities in 2004
consisted of payments on notes payable of $(922,000), proceeds from the sale
of stock of $7,620,000 and proceeds from the exercise of stock options of
$367,000. Cash flow used in operations in 2003 also resulted primarily from
the operating income plus non-cash charges for depreciation and amortization
and changes in other operating assets and liabilities. Cash flow from
investing activities for 2003 includes a use for capital expenditures of
$(340,000). Cash flow from financing activities in 2003 consisted of payments
on assumed debt and notes payable ($944,000), proceeds from note payable and
convertible debenture of $940,000, proceeds from the sale of stock of
$1,000,000 and advances to its then parent company, ESI, of $(355,000).

Results of Operations
Revenues totaled $2,841,000 in the third quarter of 2004 versus $1,514,000
for the same period in 2003. Revenues for the third quarter of 2004
increased $1,257,000, $20,000 and $50,000 due to increased sales in MEC, FGC
and CA activities, respectively. For the nine months ended 9/30/04 revenues
total $6,155,000 representing a 40% increase from the $4,386,000 in revenues
recognized during the same period in 2003. The significant increase in MEC
revenues for the quarter is the result of the commercial sale of an activated
carbon injection (ACI) system, testing services provided therewith, and
increased field activities in DOE supported programs during the quarter.
Year-to-date revenues for MEC are up for the same reasons and include
$184,000 for mercury measurement services. Year-to-date FGC revenues are
$254,000 lower than for the same period in 2003 as the 2003 revenues include
amounts sold to temporary users that were not continued in 2004. The Company
sold FGC chemicals and services to three utilities during the second half of
2003, all of which were continuing customers in the first nine months of
2004.  We expect FGC revenues in 2004 to show only modest growth, assuming
the contract for a new installation noted above is completed in 2004. CA
revenues for 2003 include installation of a feed system at one of our
continuing customers that was not repeated in 2004.  CA revenues for the
first nine months of 2004, although minor, represent chemical sales to three
continuing customers.  In order for CA revenues to grow appreciably, we will
need to add additional customers.  MEC revenues are primarily a function of
government and industry supported field demonstrations of our mercury control
technology, commercial sales of ACI systems and other consulting in mercury
emission measurement.  The Company's government contracts are subject to
audit by the federal government, which could result in adjustment(s) to
previously recognized revenue. The Company believes, however, it has complied
with all the requirements of the contracts and future adjustments, if any,
will not be material.   Based on contracts in hand, total revenues for 2004
are anticipated to grow by approximately 30% from the 2003 level.

Cost of services increased by $859,000 in the third quarter of 2004, and
increased $1,353,000 in the first nine months of 2004 as compared to the same
periods in 2003 both as a result of the increased revenue generating
activities. ADA-ES experienced positive gross margins in the third quarters
of 2004 and 2003 of 40% and 44%, respectively.  As noted above, management
expects the amount of time and materials work to represent an increasing
source of revenues wherein the anticipated gross margins are less than for
our specialty chemical sales.  Gross margins for 2004 are expected to decline
from the levels achieved in 2003, both as a result of an increasing
proportion of time and materials work and the Company's increasing its share
of costs in the field demonstration projects in which it has elected to
participate.

Research and development increased in the third quarter of 2004 by $194,000
to $331,000 as compared to $137,000 in 2003. For the first nine months of
2004, such expenses increased $346,000 to $810,000.  The Company incurs R&D
expenses not only on direct activities it conducts but also by sharing a
portion of the costs in the government and industry programs in which it
participates. Future consolidated research and development expenses, except
for those anticipated to be funded by the DOE contracts and others that may
be awarded, are expected to grow at about 10% per year for the next several
years.

General and administrative expenses increased by $118,000 to $542,000 in the
third quarter of 2004, and increased $34,000 to $1,438,000 for the first nine
months of 2004 as compared to those same periods in 2003.  The increase in
the first nine months of 2004 results primarily from increases in staff and
our office space as the Company prepares for the anticipated growth in the
mercury control market, and other general increases in costs, such as
insurance.

The Company's interest expense totaled approximately $7,000 and $31,000 for
the third quarter and first nine months of 2004 and $6,000 and $7,000 for the
same periods in 2003. As a result of the pay-off of all term debt noted above
we expect future interest expense to be minimal.

Critical Accounting Policies and Estimates
Significant estimates are used in preparation of the financial statements and
include the Company's allowance for doubtful accounts, which is based on
historical experience. However, a significant amount of the Company's
accounts receivable ($7,000 and $281,000 at September 30, 2004 and 2003,
respectively) is typically from the federal government. Amounts invoiced for
government contracts are subject to change based on the results of future
audits by the federal government. The Company has not experienced significant
adjustments in the past, nor do we expect that a significant adjustment will
be made in the future. The Company uses its judgment to support the current
fair value of goodwill and other intangible assets of $2.2 million on the
consolidated balance sheet. Although the Company has had an independent
valuation prepared, which supports its recorded value and, management
believes the fair value of other recorded intangibles are not impaired,
market demand for the Company's product and services could change in the
future requiring a write-down in recorded values. As with all estimates, the
amounts described above are subject to change as additional information
becomes available.

Item 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure
that it is able to collect the information it is required to disclose in the
reports it files with the Securities and Exchange Commission (SEC), and to
process, summarize and disclose this information within the time periods
specified in the rules of the SEC. Based on their evaluation of the Company's
disclosure controls and procedures which took place as of September 30, 2004,
the end of the period covered by this report, the Chief Executive and
Financial Officers believe that these controls and procedures are effective
to ensure that the Company is able to collect, process and disclose the
information it is required to disclose in the reports it files with the SEC
within the required time periods.

The Company also maintains a system of internal controls designed to provide
reasonable assurance that: transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary (1) to permit preparation of financial statements in conformity
with generally accepted accounting principles, and (2) to maintain
accountability for assets; access to assets is permitted only in accordance
with management's general or specific authorization; and the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

During the company's last fiscal quarter, there have been no significant
changes in such controls or in other factors that have materially affected,
or is reasonably likely to materially affect, those controls.

PART II.  OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) On August 12, 2004, the Company sold 1,000,000 shares of its common
stock to a group of twelve accredited investors, received total cash proceeds
of $8 million and paid a placement fee of $350,000 to Pritchard Capital
Partners LLP. Exemption from registration is claimed under section 4(2) of
the Securities Act of 1933.

Item 6.  Exhibits and Reports on Form 8-K
 (a)  Exhibits -  31    Certification of Chief Executive and Chief Financial
                        Officer of ADA-ES, Inc. Pursuant to 17 CFR 240.13a-
                        14(a)or 17 CFR 240.15d-14(a)
          	      32    Certification Pursuant to 18 U.S.C. Section 1350

No other changes from Item 13 of Registrant's 2003 Form 10-KSB and Item 6(a)
of Registrant's Form 10QSB.

(b)	Forms 8-K -  August 5, 2004  reporting Item 5. Other Events and
	Regulation FD Disclosures including as an exhibit the August 5, 2004
      Press Release Announcing Second Quarter 2004 Financial Results.

			August 11, 2004 reporting Item 5. Other Events and
	Regulation FD Disclosures and Item 7. Financial Statements and Exhibits
      describing the August 2004 sale of stock noted above in Item 2(c) of
      this report and including pro forma financial statements.

SIGNATURES

	In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

					         ADA-ES, Inc.
                                      -------------
						   Registrant

Date:  November 4, 2004           /s/ Michael D. Durham
                                ----------------------
			                  Michael D. Durham
                                 President and Chief Executive Officer


Date:  November 4, 2004          /s/ Mark H. McKinnies
                               ----------------------
                                 Mark H. McKinnies
                                 Chief Financial Officer