SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K


[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
       For the fiscal year ended March 31, 2005 or
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     exchange Act of 1934
       For the transition period from __________ to _________

                         Commission file number 0-19566

                           EARTH SEARCH SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

               Utah                                          87-0437723
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

1729 Montana Highway 35, Kalispell, Montana                     59901
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (406) 751-5200

Securities registered pursuant to Section 12(b) of the Act:     None
Securities registered pursuant to Section 12(g) of the Act:     Common Stock

     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 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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   X

     Aggregate market value of Common Stock held by non-affiliates of the
Registrant at March 31, 2005: $817,848.  For purposes of this calculation,
officers and directors are considered affiliates.

Number of shares of Common Stock outstanding at March 31, 2005: 74,165,341

Documents incorporated by reference.

This Form 10-K consists of 39 pages.


<PAGE>
<TABLE>
<CAPTION>
                                   TABLE OF CONTENTS

<S>                                                                                 <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

     Item 1 -     Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Item 2 -     Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Item 3 -     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .   8
     Item 4 -     Submission of Matters to a Vote of Security Holders. . . . . . .   9

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

     Item 5 -     Market for the Registrant's Common Stock Equity and
                    Related Shareholder Matters. . . . . . . . . . . . . . . . . .  10
     Item 6 -     Selected Financial Data. . . . . . . . . . . . . . . . . . . . .  13
     Item 7 -     Management's Discussion and Analysis of Financial Condition
                    and Results of Operations. . . . . . . . . . . . . . . . . . .  14
     Item 7A -    Quantitative and Qualitative Disclosures About Market Risk . . .  21
     Item 8 -     Financial Statements and Supplementary Data. . . . . . . . . . .  22
     Item 9 -     Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure . . . . . . . . . . . .  22

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

     Item 10 -    Directors and Executive Officers of the Registrant . . . . . . .  23
     Item 11 -    Executive Compensation . . . . . . . . . . . . . . . . . . . . .  24
     Item 12 -    Security Ownership of Certain Beneficial Owners and
                    Management . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     Item 13 -    Certain Relationships and Related Transactions . . . . . . . . .  27

PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

     Item 14 -    Exhibits, Financial Statement Schedules, and Reports on Form 8-K  28

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
</TABLE>


<PAGE>
                                     PART I

ITEM 1.  BUSINESS

Organization
------------

     Earth Search Sciences, Inc. (the Company) was incorporated in 1984 under
the laws of the state of Utah.

Corporate Focus
---------------

     Initially the Company was formed to engage in the mining industry. As
interests developed in exploration the Company began to look at the new types of
technology being used for that purpose.  In 1991, the Company was invited to
participate in the Visiting Investigator Program  (VIP) sponsored by the
National Aeronautics and Space Administration (NASA).  In the VIP program, the
Company sought to compare the benefits of using the NASA operated Airborne
Visible and Infra-Red Imaging Spectrometer (AVIRIS), along with other less
advanced instruments, in locating geologic areas of interest in mineral
exploration.  The results proved that remote sensing technology had a place in
mineral exploration and that a smaller, less expensive instrument than the NASA
AVIRIS could be gainfully applied in the mining industry. To achieve this goal,
the Company undertook the development of a miniaturized hyperspectral remote
sensing instrument, named Probe 1, which was designed to be used with cost
effective and easily available aircraft.

     Hyperspectral remote sensing instruments measure reflected, visible, and
infrared sunlight from the earth's surface over a spectral range seven times
broader than the human eye can see. This collected data can then be digitally
analyzed using personal computers.  The digitally analyzed imagery can provide
information useful to a wide range of industries such as, but not limited to,
natural resource development (including oil and mineral exploration, fisheries
and forestry), land use development, environmental remediation and monitoring,
agriculture (including vegetation stress analysis), disaster assessment, marine
sciences and military sciences.

     Since 1997 the Company and the Probe 1 have served many customers from the
private sector, government and the military. This service has become known for
its accuracy, reliability, and cost effectiveness and with the addition of
geo-rectification capabilities and automated original processing steps continues
to be one of the most accurate and cost effective instruments in the airborne
remote sensing industry.

     The Company's mission is to continue to use the science of remote sensing
in a variety of  exploration, monitoring and exploitation  industries around the
globe.  The science of remote sensing includes acquiring, processing and
interpreting imagery of the earth captured from instruments deployed on aircraft
or satellites. The advantages of airborne and satellite remote sensing over
other methods of gathering visual information are that data can be collected
better, faster and cheaper over larger areas including sites inaccessible from
the ground.  By collecting data at different times, changes can be detected that
may be due to significant natural or man-made processes.  Detection of such
changes can assist in environmental/land use management

     With the recent resurgence of the mining industry and the emphasis for new
sources of supply for oil & gas, there is a greater interest in using
exploration tools that are faster and more accurate. With its hyperspectral
technology the Company is taking an aggressive role in establishing itself as an
active participant in the discovery of new natural resources by creating wholly
owned subsidiary companies in key industries, initially mining and oil & gas.
These companies will seek joint ventures with partners who can provide
technologies, human and capital resources to synergize with the Company's assets
in order to build active exploration and development programs.

     This strategy will produce two valuable results for ESSI shareholders:


<PAGE>
1. Create more demand for ESSI's hyperspectral remote sensing services, hence
more revenue generation, and
2. Create equity positions with fast growth potential in multiple key industries
from new discoveries of rare natural resources.

     Evidence of the interest in this successful strategy is seen in the
completion of the Company's first joint venture in the mining industry (with
subsidiary company Geo Probe, Inc.). Another is underway in the oil & gas
industry (with subsidiary company Petro Probe, Inc). Others that are in early
stage discussions focus on technology research and development centers, and
advanced modular, hyperspectral instrumentation utilizing nano technology.

Current Business Plan
---------------------

     On June 1, 1997, the Company took delivery of the first Probe 1 instrument.
In August of 1999, the Company took delivery of its second Probe 1 instrument.
Since June 1, 1997, the Company has collected and currently owns a substantial
archive of Probe 1 hyperspectral imagery from Kazakhstan, Australia, British
Columbia, Ontario, Quebec, Chile, Peru, Mexico, California, Nevada, Arizona,
Idaho, Montana, Wyoming, Texas, Louisiana, Florida and Utah.  At the present
time, the value of this data archive has not been independently appraised and
its value is not reflected in the Company's financial statements, although
recent announcements from Noranda Mining and Exploration Inc., a customer,
indicate that their Probe 1 data from Chile and Peru has revealed new potential
major mineral deposits. See the Earth Search website at
http://www.esseob.com/images/peshko.pdf  for more information. The Company is
---------------------------------------
designing programs to market the data in the archive based on this success. The
first is included in the joint venture with Advanced Exploration Inc. through a
subsidiary company, Geo Probe, Inc.

     The Company believes cost effective hyperspectral remote sensing and
imagery processing has tremendous potential in various global applications and
markets. The ASPRS/NASA Ten-Year Industry Forecast published in 2003 validates
this position.  The Company is ensuring its maximum exposure to this market by
continuing the business model that establishes subsidiary companies to focus on
hyperspectral remote sensing applications in key industries.  Each subsidiary
will focus on a specific sector of commercial remote sensing and have a
management team with relevant skills and expertise.  The Company will provide
each one, the Company's hyperspectral technology intellectual property,
processing support, marketing and management assistance. With the establishment
and growth of the subsidiaries this strategy will begin to create a larger
market for the Company, as well situate the Company to receive royalties from
any resource development that occurs as a result of the use of the Company's
instruments and technology.

     The Company's long-term strategic plan is to continue to create
partnerships, strategic alliances, mergers or acquisitions as the most
expeditious and cost-effective way to consolidate commercial hyperspectral
remote sensing collections and services. In the technology sector the Company
will complete the development of additional miniaturized remote sensing
instruments and test the integration of other advanced technology exploration
instruments;

     The Company's near-term plans are to continue pursuing:

     1.   contracts that produce revenues from the application of remote
          sensing;
     2.   the development of promising mineral, oil and gas properties in which
          the Company has an equity interest, identifying such properties by
          utilizing its existing imagery database or acquiring such data; and
     3.   the marketing of ESSI archived raw data

     The  negative  events  of  2001,  including  the  stock  market decline and
September  11,  2001,  left  the Company in a tenuous highly leveraged position.
Recognizing  that  the  economy  and  the  general  business


<PAGE>
climate  was  in  a  stage  of  change,  the Company made every effort to reduce
overhead  as  quickly as possible, even though that may have been detrimental to
longer-term expansion plans in some cases.  Although cash flow was conserved the
Company  entered  2002 in an undercapitalized state and sought assistance from a
variety  of  sources  including some who indicated they could bring in necessary
new  investment  into  the  Company.  None  of  the  individual  sources  proved
successful, however most recommended a reorganization of the company in order to
encourage  migration of capital into the company.  The reorganization would also
include  bringing  in  experienced  directors and outsiders to fill the roles of
senior  management.  In 2004, the Board of Directors acted on the recommendation
of  investor  sources and its own research and began to implement these actions.
A formal re-structuring of the company commenced in mid 2005 with filings to the
SEC  and  was  concluded  in  October,  2005.

Subsidiary  Companies
---------------------

Formation  of  Petro  Probe,  Inc.
----------------------------------

     The  Company  formed  Petro  Probe,  Inc. to identify and develop potential
hydrocarbon  properties  by  utilizing  Probe  1 surface imagery integrated with
other  sub-surface  exploration techniques. Petro Probe, Inc.'s strategy entails
capturing  data over areas of interest that the Company may later take an equity
interest  in,  as  well  as  the  sale  of  hyperspectral imagery and processing
services  to  oil  and gas properties owned by third party customers.  A primary
objective  in  evaluating a potential hydrocarbon resource project is to provide
geologic  mapping  of  outcrop  lithology  and  surface  structure.  The Probe 1
instrument  is  an  excellent  tool to obtain this mapping.  Probe 1 imagery can
identify  subtle  features  due  to topographic offset, vegetation change and/or
soil  alteration  that  play  a  major  role  in  forming  hydrocarbon  traps.
Hyperspectral imagery can also aid in petroleum exploration by detecting surface
indicators  of  potential  petroleum  reserves  such  as  micro  seepage.

     Petro  Probe, Inc.'s goal is to develop the competitive advantages of Probe
1  resource  mapping  capability,  combining  this with conventional hydrocarbon
exploration  tools  and  then  applying newer value-added technology, such as 3D
seismic  to identify and acquire equity positions in oil and gas properties.  3D
seismic  is the technology of measuring underground explosions to map subsurface
geologic  structures.

     From  it's  inception in 2000 through March 31, 2002, Petro Probe, Inc. has
acquired  working interests in seven oil and gas projects in the U.S.  The first
project  acquired was the Louisiana West Scott Field Prospect, where an oil well
has  been  drilled  and  logged  based  on  data  from  Probe 1 as well as other
exploration  measurements.

     Petro Probe, Inc.'s working interests in its seven (7) oil and gas projects
offer  them the right to participate in drilling additional wells on the project
lease acreage.  Petro Probe Inc. will determine whether or not to participate in
additional  drilling  efforts  on  a  case by case basis. Besides the West Scott
field  project,  Petro  Probe  has  interests  in the Green River Basin, Paradox
Basin,  and  the  Australian  Basin.

     Because  of the national need for new hydrocarbon discoveries, Petro Probe,
Inc. is actively seeking petroleum based companies to either joint venture with,
or  merge  with, and is in excellent position to move forward in this direction.
A  merger  is  under discussion with a private company holding a license for new
Oil  Shale  recovery  technology.  The company, General Petroleum International,
Inc.,  offers access to huge oil shale deposits in the USA and around the world.

Formation  of  Geo  Probe,  Inc.
--------------------------------

     The  Company  formed  Geo  Probe,  Inc.  to  pursue  geologically  tailored
hyperspectral  imaging services to mineral exploration companies and develop new
markets in geological applications. The same indicators that can be used to find
mineral  deposits can also be used to monitor the environmental impact of active
and  past-producing  mines,  mills, smelters, refineries and pipelines.  Mineral
deposits  are  part  of  larger  geological


<PAGE>
systems  that  typically  have  mineralogical  characteristics that are mappable
using  Probe  1  imagery.  In  vegetated  areas, the subtle effects that bedrock
geology  has  on  plants  can  be  measured  to  identify  hidden minerals.  The
Company's  mapping  agreement  with Noranda in 1998-2000 provided the ability to
develop  and  prove new approaches to mineral exploration. The experience gained
from  this  application  still remains a rare and valuable intellectual property
today,  evidenced  by  the discovery of 145 mineral targets in Chile by Noranda.
Therefore,  Geo  Probe's  business  focus  will  be  to use the Company's remote
sensing  instruments  to  globally  survey  any  areas that have promise for the
location  of  minerals either for its own use, or for third party customers, and
to  sell  hyperspectral  collection  and  processing  services in the geological
hazards  and  environmental  geology  sectors.

     As in the hydrocarbon industry sector there is a build-up of new demand for
mineral  exploration beginning to occur and Geo Probe recently concluded a joint
venture  with  partners,  Advanced  Exploration  Inc.  and  Geological  Business
Solutions  Inc,  two  Canadian  companies  launching  new  exploration  and mine
development  businesses.  The  companies  in the joint venture employ former key
Noranda  Minerals  hyperspectral  exploration  staff.

Formation  of  Eco  Probe,  Inc.
--------------------------------

     The  Company  formed Eco Probe, Inc. to pursue hyperspectral remote sensing
applications in the environmental industry.  The Company has taken an industrial
leadership  role  in  working  with  U.S.  government  agencies  such  as  the
Environmental Protection Agency, the Bureau of Land Management and the Office of
Surface  Mining  on  setting  up  applications  for  commercial  monitoring  of
industries,  forest  inventory and health issues, slope stability assessment and
the  spread  of  noxious  weeds.

     ESSI and Eco Probe, Inc. have performed important hyperspectral surveys and
research  in  aquatic and vegetation-related projects. The environmental markets
are  vast,  however  the  Company's current lack of resources dictates continued
priority  be  assigned  to  mineral  and  hydrocarbon  exploration.

Formation  of  Terranet,  Inc.
------------------------------

     The  Company formed Terranet, Inc. to act as a imagery product distribution
conduit  and  perform  as  the  Company's  e-commerce content provider through a
unique  internet  imagery  distribution  system.  Imagery  collected  today  and
yesterday  could  be  sold  repeatedly  to  multiple  end users.  In addition to
selling  the  Company's  own  imagery, Terranet, Inc. would pursue the resale of
imagery  obtained  from third parties. Terranet completed the design and testing
of  a  database  and  internet  centered  marketing  system  and is anticipating
opportunities for joint venture partners in the near future. The system's unique
design  features  are  protected  by  copyright  owned  by  the  Company.

Fiscal  2005  Significant  Projects  -  Update
----------------------------------------------

     In  fiscal  2004,  the  Company  completed  airborne  hyperspectral surveys
primarily  for  local, state and federal governmental agencies.   These projects
produced  the  majority  of  the  Company's  2004  airborne  revenue.

     To  date,  terrabyte  quantities  of  imagery  have  been  collected by the
Company.  Selected  portions  of  these  data  tapes are being processed and the
imagery is being examined for the presence of mineral properties. The Company is
currently working to outsource the processing and interpretation of its archived
data  in  order  to  quickly  expand  its  commercial  offering.

     Proposals  are  being  developed  to  partner  with  private  industry,
universities  and  state  and  federal  agencies to develop, package and deliver
competitive  advanced  technology  products  and  services.  These  are  being
evaluated  on  a  priority  basis.  The  Company continues to respond to an ever
increasing  volume  of


<PAGE>
requests for quotations.  This demonstrates the growing demand for hyperspectral
services  and  gives  reason  for the Company to have a brighter outlook for the
near  future.

Business  Segment  Information
------------------------------

     Included  in  the  attached  financial  statements  is  business  segment
information  and  financial  information about geographic areas for the Company.

Employees
---------

     As  of  March  31,  2005  the  Company  had  4  full-time  employees.

Available  Information
----------------------

     The  Securities  and  Exchange  Commission  maintains  an  internet site at
http://www.sec.gov  that contains reports and financial information filed by the
------------------
Company.  The  Company  maintains an internet site at http://www.earthsearch.com
                                                      --------------------------
that  contains information about the Company's business, markets and technology.

Seasonal  Nature  of  Business
------------------------------

     The  Company  experiences  the  highest  demand for its collection services
April  through  October  in the Northern Hemisphere and October through April in
the  Southern  Hemisphere.

Customers  and  Geographic  Areas  of  Business
-----------------------------------------------

     In  fiscal  2005,  the  Company operated its airborne hyperspectral sensors
under  contracts  with  third parties in several areas around the United States.
In  fiscal  2004  and  2003,  the  Company's sensors were operated in the United
States  and abroad.  Contracts to operate the sensors in the United States as an
ecological,  mining,  agricultural,  hydrocarbon,  and  target  identification
contributed  approximately  $220,625, $258,843 and $384,212, to revenue in 2005,
2004,  and  2003,  respectively.

ITEM  2.  PROPERTIES

     The  Company  headquarters  consist  of  approximately 1,500 square feet of
office  space  in  Kalispell,  Montana.  All  other office obligations have been
cancelled.

     In  addition,  the  Company owns working interests in seven (7) oil and gas
properties.  (See  Note  4  to  the Notes to Consolidated Financial Statements).

ITEM  3.  LEGAL  PROCEEDINGS

     In November 2000, Applied Science and Image Technology, Inc. (ASIT) sued
the Company in the Circuit Court of Baltimore County, Third Judicial Circuit of
Maryland, alleging breach of contract and other related causes of action.  ASIT
alleges that the Company was required to deliver 500,000 shares of ESSI common
stock to ASIT on demand pursuant to a written contract between ASIT and the
Company in which ASIT agreed to perform certain services for the Company.

     In May 2002, the Company filed counterclaims against ASIT for breach of
contract and unjust enrichment on the grounds that, despite the Company having
paid approximately $300,000 and transferring 500,000 of the Company common stock
to ASIT, ASIT failed to provide the Company with the products and services it
was contractually obligated to provide the Company.  On June 12, 2002, ASIT
moved to dismiss


<PAGE>
ESSI's counterclaims on the grounds that they were untimely.  The action has not
been resolved and neither party is presently pursuing this end.

     In October of 2002, Terranet, Inc. a subsidiary company, received notice of
a judgment issued by the Supreme Court of British Columbia in regards to monies
owed resulting from a contract with plaintiff Cal Data Ltd., of Vancouver, B.C.
The plaintiff alleged that seventy-five thousand dollars was overdue from
invoices for services dating from January of 2002 to October, 2002. Terranet,
Inc.is examining its position and has not accrued any liability associated with
this demand in its financial statements.

     Except as described above, to the knowledge of our executive officers and
directors, neither we nor our subsidiaries are party to any legal proceeding or
litigation and none of our property is the subject of a pending legal proceeding
and our executive officers and directors know of no other threatened or
contemplated legal proceedings or litigation.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          Not  applicable

PART  II
--------

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK EQUITY AND RELATED
          STOCKHOLDER MATTERS

     (a)  Principal  Market or Markets. The Company's common stock trades in the
          over-the-counter  market.  The  range  of  reported  high  and low bid
          quotations for the Company's common stock, as set forth below, reflect
          interdealer  bid  prices,  without  retail  markups,  markdowns,
          commissions,  or  adjustments  as reported in the NASDAQ "pink sheets"
          and  do  not  represent  actual  transactions.

<TABLE>
<CAPTION>
            Quarter Ended         High      Low
          ------------------      ----      ----
<S>                               <C>       <C>
          June 30, 2003            .08       .08
          September 30, 2003       .05       .05
          December 31, 2003        .04       .03
          March 31, 2004           .01       .01

          June 30, 2004            .01       .01
          September 30, 2004       .01       .01
          December 31, 2004        .01       .01
          March 31, 2005           .03      .025
</TABLE>

     (b)  Approximate  Number  of  Holders of Common Stock. The number of record
          owners of the Company's $.001 par value common stock at March 31, 2005
          was  approximately 1,204. This does not include shareholders that hold
          stock  in  their  accounts  at  brokers/dealers.

     (c)  Dividends.  Holders  of  the  Company's  common  stock are entitled to
          receive  such  dividends  as may be declared by the Company's Board of
          Directors.  No  dividends have been paid with respect to the Company's
          common  stock  and  no  dividends  are  anticipated  to be paid in the
          foreseeable  future.


<PAGE>
     (d)  In  the  last three years, the Company has made the following sales of
          unregistered  securities,  all  of  which  sales  were exempt from the
          registration  requirements  of the Securities Act of 1933, as amended,
          pursuant  to  Section  4(2)  or  as  otherwise  indicated:

<TABLE>
<CAPTION>
                          RECENT SALES OF UNREGISTERED SECURITIES (1)

            AMOUNT    PRICE     TOTAL                          AMOUNT    PRICE     TOTAL
              OF       PER      CASH                             OF       PER      CASH
          SECURITIES  SHARE   PROCEEDS                       SECURITIES  SHARE   PROCEEDS
  DATE       SOLD      ($)       ($)               DATE         SOLD      ($)       ($)
--------  ----------  ------  ---------       -------------  ----------  ------  ---------
<S>       <C>         <C>     <C>        <C>  <S>            <C>         <C>     <C>        <C>

  1/3/02   2,564,103    0.10             (1)         3/8/02     200,000    0.08             (2)
 5/20/02     200,000                     (4)        5/30/02   3,574,273                     (1)
  6/7/02   8,332,329                     (2)        6/19/03     377,220                     (1)
  7/8/02     300,000                     (2)         7/8/02     500,000                     (1)
 10/1/02     547,960                     (1)       11/12/02   1,098,350                     (1)
11/13/02     500,000                     (5)       12/11/02     500,000                     (5)
 2/24/03   1,000,000                     (1)        3/26/03     100,000                     (1)
  9/1/04     800,000                     (3)
 1/10/05                                      Reverse Split
 1/21/05   3,000,000                     (1)        1/27/05     100,000                     (2)
  2/3/05     100,000                     (1)        2/10/05     285,323                     (2)
 2/11/05      27,500                     (1)        2/11/05     473,000                     (2)
 2/17/05     119,895                     (1)         3/7/05     359,154                     (1)
  3/7/05  59,048,200                     (5)        3/28/05     161,888                     (2)
</TABLE>

          (1)  Consideration paid for the shares was employee and/or consulting
               services.
          (2)  Shares issued for debt consideration.
          (3)  Consideration paid for Directorship.
          (4)  Shares issued as commissions for stock sales.
          (5)  Shares issued in exchange for Series A preferred stock.

Securities authorized for issuance under Equity Compensation Plans
------------------------------------------------------------------

The following table sets forth certain information on the Company's Equity
Compensation Plans.  See Note 13 to the Notes to Consolidated Financial
Statements for additional information on equity compensation including material
terms of options granted that have not been approved by security holders.

<TABLE>
<CAPTION>
                                                                                           (c)
                                                                                   Number of securities
                                                                                 remaining available for
                                        (a)                       (b)             future issuance under
                            Number of securities to be      Weighted-average       equity compensation
                              issued upon exercise of      exercise price of         plans (excluding
                               outstanding options,       outstanding options,   securities reflected in
                                warrants and rights       warrants and rights           column (a)
--------------------------  ---------------------------  ----------------------  ------------------------
<S>                         <C>                          <C>                     <C>
Equity compensation plans
approved by security
holders (1)                              -                         -                        -

Equity compensation plans
not approved by security
holders (2)                         21,837,500                   $1.07                      -

Total                               21,837,500                   $1.07                      -
</TABLE>


<PAGE>
     (1)  The  Company's  stock  options  and warrants have not been approved by
          security holders
     (2)  Excludes  options  for  4,000,000  shares  issued  as  part  of  the
          acquisition of STDC

Securities authorized for private placement issuance under subsidiary companies
-------------------------------------------------------------------------------

The subsidiary companies of Terranet, Inc. Petro Probe, Inc. and Eco Probe, Inc
have issued shares of common stock to private placement investors, all of which
were accredited investors as that term is defined under Regulation D. The
investors executed subscription agreements and acknowledged that the securities
to be issued have not been registered under the 1933 Securities Act, that the
investors understood the economic risk of an investment in the securities, and
that the investors had the opportunity to ask questions of and receive answers
from the Company's management concerning any and all matters related to
acquisition of the securities. No underwriter was involved in the transaction,
and no commissions or other remuneration were paid in connection with the offer
and sale of the securities.

ITEM  6.  SELECTED  FINANCIAL  DATA

     The  following table sets forth certain selected financial data for each of
the  last  five fiscal years with respect to the Company and is qualified in its
entirety  by  reference  to the Company's audited financial statements and notes
thereto.  STDC was acquired by the Company on December 21, 1999.  The results of
operations  for  2003,  2002  and 2001 include the results of operation for STDC
from  December  22,  1999  to  March  31,  2003.

<TABLE>
<CAPTION>
                                                   As of or for the fiscal year ended
                                    2005           2004           2003           2002           2001
                                ------------------------------------------------------------------------
<S>                             <C>            <C>            <C>            <C>            <C>
Operating revenue               $    415,941   $    516,490   $    786,208   $  5,044,498   $ 2,678,986
Net loss                        $  4,798,899     (3,860,529)    (5,354,184)   (16,797,081)   (6,636,480)
Net loss per common share       $      (0.87)         (0.02)         (0.03)         (0.11)        (0.05)
Total assets                    $  1,082,513      1,233,573      4,091,566      7,096,591    19,710,126
Long-term obligations              2,200,711      4,286,233      4,700,365      4,687,895     5,253,135
Stockholders' (deficit) equity   (16,916,948)   (18,690,393)   (14,879,965)   (11,310,331)    2,346,846
Cash dividends declared                    -              -              -              -             -
</TABLE>


<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Financial comparisons will be made between the fiscal years ended March 31,
2005  and  2004.

Results  of  Operations
-----------------------

     The  Company  recognized revenue of $415,702 in 2005 compared with $516,490
in  2004.  In  2005,  costs  of  services  provided  was  $237,156 compared with
$670,009  in  2004.

     Provision  for  loss  on impairment of fixed assets was $0 in 2005 compared
with  $2,469,672  in  2004.  General and administrative costs were $4,357,053 in
2005 compared with $1,162.706 in 2004.

     Interest  income  in  2005 was $0 compared to $2,848 in 2004.   In 2005 the
Company  recognized  interest  expense  of $659,180 compared to 686,092 in 2004.
The  decrease  in  interest  expense  over  the  prior  year  is a result of the
Company's  conversion  of  convertible  notes to equity in the fourth quarter of
2005.

     In  2005,  the Company recorded minority interest in losses of consolidated
subsidiaries  of  $0  compared  to  $279,891  in 2004.  ESSI Probe 1 LC minority
interest  loss  for a full year of operations was $0, $115,671 in 2005 and 2004.

     The  Company  recognized  a  net loss of $4,798,899 in fiscal 2005 compared
with  a net loss of $4,188,650 in 2004.  The loss on a per share basis was $0.87
and  $8.62  in  fiscal  2005  and  2004.

Liquidity  and  Capital  Resources
----------------------------------

     Net cash used in operating activities was $8,928 in 2005.  Net cash used in
operating activities was $575,331 in 2004, resulting primarily from payments for
salaries  and  services  and  changes  in  current  assets  and  liabilities.

     Capital expenditures for March 31, 2004 were primarily for purchases of
working interests in hydrocarbon properties.

     At  March 31, 2005 and 2004, the Company had cash of $9,175 and $11,753 and
a  working  deficit  of  $17,472,528  and  $15,440,818,  respectively.

     The  Company  does  not  intend to pay cash dividends to the holders of its
common  stock and intends to retain future earnings to finance the expansion and
development  of  its  business.

     Under  the  original  agreement  with the ONR, STDC needed to raise private
industry  funds  of  approximately $125,000,000 in order to complete, launch and
operate the hyperspectral imaging satellite and instrument.  Subsequent to March
31,  2002,  STDC  received notification from the ONR that it would not be giving
STDC  an  extension to its current agreement. The success of STDC and payment of
approximately $8,216,424 of STDC accounts payable due subcontractors and vendors
on  the  NEMO program, is dependent on the Company and ONR negotiating plans for
going forward and additional funds being identified either commercially or under
governmental  programs to complete and launch the NEMO satellite and sensor. The
Company is examining its positions and will be making a decision to proceed with
recovery.

     The  Company  believes  that  funds generated from its operations, together
with  future  borrowings  and  the  equity  line  will  be  adequate to meet the
Company's  anticipated  cash  needs  during  the  immediate  term.


<PAGE>
     There  can  be  no  assurance  that  additional  capital beyond the amounts
currently  forecasted  by the Company will be required or that any such required
additional  capital will be available on reasonable terms, at such time or times
as  required  by  the Company. The Board of Directors has appointed a management
committee  to examine the option of re-organizing and re-structuring the company
to  ensure that a viable avenue is available for the attraction of capital.  The
management  committee  will also recommend priority new management appointments.

     The  total  number  of  employees  employed by the Company now numbers four
people.

Significant  Accounting  Policies
---------------------------------

     In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS 144 supersedes SFAS 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of, and APB Opinion 30, Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions, for segments of a business
to be disposed of.  SFAS 144 is effective for fiscal years beginning after
December 15, 2001.  The Company is currently evaluating the potential effect of
the initial application of SFAS 144 on its consolidated financial statements.

     The  Company  uses the successful efforts method to account for its oil and
gas  properties.  Under  this method, it capitalizes costs incurred for property
acquisition,  exploration,  and  drilling related to its oil and gas properties.
Once  the project is completed, and, if oil or gas is located, costs capitalized
to  date  on  the  specific  project  are amortized under the unit-of-production
method  as  revenue  is  recognized. Capitalized costs for unsuccessful projects
will  be  expensed  when  that  determination  is  made.

     Unproved  oil  and  gas  properties  that  are individually significant are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment  allowance.  Other  unproved
properties  are  amortized  based  on  the  Company's  experience  of successful
drilling and average holding period.  Capitalized costs of producing oil and gas
properties,  after considering estimated dismantlement and abandonment costs and
estimated salvage values, are depreciated and depleted by the unit-of production
method.

     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  The  Company  evaluates  long-lived  assets to determine potential
impairment by comparing the carrying amount to the undiscounted estimated future
cash  flows  of  the  related assets.  In fiscal 2002, based on such review, the
Company established a provision for loss on the NEMO program of $13,010,364 (see
Note  6  to  attached  financial  statements.)

     In  fiscal 2002, the Company changed its method of accounting for the sales
of  stock  by  its  subsidiaries  to  account  for  these  sales as increases in
additional paid-in capital instead of as an increase to minority interest in the
accompanying  consolidated  financial  statements.  Management  believes  that
because of the developing nature of operations of the subsidiaries with minority
interest,  the new method of accounting will provide more meaningful information
concerning sales of stock by its subsidiaries and, correspondingly, the minority
interest  liability  account.  The  Company recognized an increase in additional
paid-in  capital  of  $1,707,868,  as a cumulative effect on prior years of this
change  in  account  principles.

Future  Operations
------------------

     The Company concluded a re-organization of its stock structure to ensure it
could  continue  operations and provide for the ability to continue its business
model  and  business  strategy.  New  capital  investment  in  the


<PAGE>
Company  is  being  sought.  In  order  to achieve maximum results, the Board of
Directors  also  approved  Board  and Senior Management changes. These are being
pursued  in  2005.

     The  Company  will  continue  to  operate  in  the  mineral and hydrocarbon
resource  exploration  areas  where  the Company will operate its remote sensing
instruments  for its own use and secure equity interests in promising properties
identified  from  the  remote  sensing  imagery.

     Research & Development of next generation hyperspectral instrumentation is
continuing.  The Company is pursuing the approval of nano-technology patents for
hyperspectral remote sensing instrumentation and processing in order to secure
its market position for the next decade of industry developments.

     The Board of Directors will continue to seek outside directors to ensure
that its commitment to corporate governance improvements is implemented.

Additional  Risk  Factors  That  Could  Affect  Liquidity, Operating Results And
--------------------------------------------------------------------------------
Market  Price  Of  Stock
------------------------

Risks Related to Our Industry
-----------------------------

     Competitive  pressures  may  adversely  affect our operating revenues.  The
Company  has  numerous  competitors  in  the  remote  sensing services (airborne
hyperspectral  services)  and  natural  resource  development  industries.
Competition  in  the remote sensing industry comes from several primary sources,
including  HyMap,  CASI  and GER, whose hyperspectral instruments operate within
the  USA  and  Ekwan, a new entry from Canada.  Our principal competitors in the
natural  resource development industry include traditional exploration companies
using  a  variety of other technologies.  Some of our competitors in both remote
sensing  and  natural  resource development have substantially greater financial
and  other resources than the Company.  Competitive pressures in either industry
may materially adversely affect our operating revenues and in turn, our business
and  financial  condition.

     The  Company  may  need  to  expend  significant  capital to keep pace with
technological  developments  in  our  industry.  The remote sensing industry, as
well  as  the  computing  industry's  processing  of the raw data, is constantly
undergoing  development and change and it is likely that new technology, whether
embodied  in  new equipment or techniques, will be introduced in the future.  In
order  to keep pace with any new developments, the Company is planning to expend
significant  capital to develop or acquire the next level of developments in new
remote  sensing equipment and to train our employees in the new techniques.  The
Company  is pursuing financing to develop additional remote sensing instruments;
however,  we  may not be able to raise sufficient funds, and if the Company does
so,  there  is no guaranty that the new instruments will out perform instruments
used  by  our  competitors.  In  addition, the Company's ability to raise needed
capital  may  be  influenced  by general economic conditions and the strength of
capital  markets.  To ensure its ability to continue operations the Company will
undergo  a  re-organization  to  include  a  stock  re-structuring.

     The  Company  may  incur  significant  expenses  to comply with new or more
stringent  governmental regulation.  The sale of our imagery is regulated by the
Department  of Commerce.  Although the Company (through its acquisition of STDC)
has  acquired a Department of Commerce (DOC) Remote Sensing License that permits
the  Company to market globally hyperspectral and panchromatic imagery, there is
no  guarantee  that the government will not; impose restrictions on sales if the
quality  of  our imagery increases with new technology that, for example, allows
increased  resolution.  Because  our  license  was  the  first issued DOC Remote
Sensing  License,  the  Company  cannot anticipate how the DOC specifically will
treat  our license or how the airborne remote sensing industry will be regulated
in  the  future.


<PAGE>
Risks  Related  to  Our  Business
---------------------------------

     The  Company  may not realize our anticipated return on capital commitments
made  to expand our capabilities.  The Company purchased an aircraft, additional
satellite  and  airborne  hyperspectral  instruments,  as  well  as  oil and gas
property  rights.  The  aircraft  and  airborne  hyperspectral  instruments were
purchased  to increase our capacity to conduct airborne surveys.  If the Company
does  not  experience  continued  demand  for  our  remote sensing services, the
Company may incur significant expense without generating corresponding revenues.
The  oil  and  gas  property  rights were acquired in order to exploit suspected
natural resources located within certain properties.  If these properties do not
contain  sufficient  natural  resources to warrant exploitation, the Company may
incur  significant  expenses  without  generating  corresponding  revenues.

     In  addition,  from  time  to time, the Company expects to make significant
capital  expenditures to implement new processes and to increase both efficiency
and  capacity.  Some  of  these projects may require additional training for our
employees  and  not  all  projects may be implemented as anticipated.  If any of
these  projects  do  not  achieve  the  anticipated  increase  in  efficiency or
capacity,  our  returns  on  these  capital expenditures may not be as expected.

     Our  ability  to grow is dependent upon, and may be limited by, among other
things, our capital structure, the price of our stock and our existing financing
arrangements.  If  additional funding sources are needed, the Company may not be
able  to  obtain  the additional capital necessary to pursue our internal growth
and acquisition strategy or, if the Company can obtain additional financing, the
additional  financing may not be on financial terms that are satisfactory to us.

     The Company's database of spectral information may not be marketable or may
not  garner  a  price, which makes processing or analyzing the data economically
reasonable.  The  Company  has  a  substantial  archive of Probe 1 hyperspectral
imagery  that  was  not  gathered  under  contract  with  a client.  The Company
continues to gather hyperspectral imagery without having sold the rights to that
data.  The  collection  process  requires variable as well as fixed expenditures
that  must  be recouped though marketing the collected data.  Although we do not
carry  the  value  of our existing Phase 1 hyperspectral archives as an asset on
our balance sheet, the future success of the Company depends to some extent upon
our  ability  to  market  this  archived  data.

     Cancellations, reductions or delays in customer orders may adversely affect
our  results  of operations.  Our overall operating results are affected by many
factors, including the timing of survey contracts from large clients, the timing
of  capital  expenditures  to  increase  our  capacity  for  gathering  data  in
anticipation of future sales of products and services, and the weather which can
affect  whether  or  not  a  customers  target of interest can be collected at a
certain  stage  of vegetal growth.  Although a large portion of our expenses are
relatively  fixed;  a  significant portion of our operational expenses vary with
the  number of airborne surveys.  Because several of our operating divisions and
subsidiaries are new businesses and have not obtained long-term commitments from
our  clients,  we  must anticipate the future demand for our services based upon
our  discussions with clients.  Cancellations, reductions or delays in orders by
a  client  or  group  of  clients  could  have  a material adverse effect on our
business,  financial  condition  and  results  of  operations.

     The  unavailability  of skilled personnel may have an adverse effect on our
operations.  From  time  to time, the Company or some of our operating divisions
and subsidiaries may experience difficulties in attracting and retaining skilled
personnel  to  process and interpret the substantial volume of imagery data that
is  already  collected  or  is  expected  to  be  collected  in the future.  The
Company's  ability to operate successfully could be jeopardized if we are unable
to  attract  and  retain a sufficient number of skilled personnel to conduct our
business.

Outlook
-------

     This  Report  on  Form  10-K,  including  the  foregoing  discussion  in
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations,"  and  other  reports  hereafter  filed  by  the  Company  with  the
Securities  and  Exchange  Commission  may  contain "forward looking statements"
within  the  meaning


<PAGE>
of  the  Private  Securities  Litigation Reform Act of 1995.  The Act provides a
"safe  harbor"  for forward-looking statements to encourage companies to provide
prospective  information  about  themselves  so  long  as  they  identify  these
statements  as  forward-looking  and  provide  meaningful  cautionary statements
identifying important factors that could cause actual results to differ from the
projected  results.  All statements other than statements of historical fact the
Company  makes in this Report on Form 10-K and such other reports filed with the
Securities  and  Exchange  Commission  are  forward-looking.  In  particular,
statements  regarding  industry  prospects, future OEM sales by the Company, the
adequacy  of existing manufacturing resources, the Company's continued expansion
in  foreign  markets and the Company's future results of operations or financial
position  are  forward-looking  statements.  Words  such  as  "anticipates",
"expects",  "intends",  "plans",  "believes",  "seeks",  "estimates" and similar
expressions identify forward-looking statements.  But the absence of these words
does  not  mean  the  statement  is  not  forward-looking.  The  Company  cannot
guarantee  any  of  the  forward-looking statements, which are subject to risks,
uncertainties and assumptions that are difficult to predict.  Actual results may
differ materially from those the Company forecasts in forward-looking statements
due  to  a variety of factors, including those set forth above under the heading
"Additional Risk Factors that could Affect Operating Results and Market Price of
Stock"  and elsewhere in this Report.  The Company does not intend to update any
forward-looking  statements  due to new information, future events or otherwise.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
               Not  applicable

ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  financial  statements and supplementary data required by this Item are
included  on  pages  F-1  to  F-21  of  this  Report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     On  June  10,  2003,  the  Board  of Directors of the Company dismissed the
Company's  accountants,  Grant  Thornton, LLP.  Grant Thornton LLP served as the
Company's auditor beginning with the fiscal year ended March 31, 2001. The Board
of  Directors  has  appointed Malone & Bailey, PLLC as the Company's auditor for
the  year  ended  March 31, 2003. They remain as the Company's current auditors.
Malone  &  Bailey's office is located at 5444 Westheimer, Suite 2080 Houston, TX
77056.

     During  the  fiscal  year  ended March 31, 2005, and through June 10, 2005,
there  have  been  no  reportable  events  (as  defined  in  Regulation S-K Item
304(a)(1)(v)).


<PAGE>
                                    PART III
                                    --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information with respect to the
executive officers of the Company for fiscal 2005 to the present.

<TABLE>
<CAPTION>
      NAME      AGE                POSITION
--------------  ---  -------------------------------------
<S>             <C>  <C>
Larry F. Vance  70   Chairman and Chief Executive Officer

Tami J Story    42   Director Secretary/Treasurer/Director
</TABLE>

     Larry  F.  Vance served as Chief Executive Officer of the Company from 1985
until  April  8, 1995.  Since April 8, 1995, Mr. Vance has served as Chairman of
the  Company.  Mr.  Vance  is  also  a  director  of  the Company and has been a
full-time  employee  of  the  Company  since  1985.  Mr.  Vance's training is in
business and marketing. He served in a management capacity for the 3M companies,
IBM,  and  Computer  Usage  Corporation  prior  to  founding  the  Company.

     Tami  J. Story served in an administrative support capacity for the Company
from 1991 until April 1993.  Since April 1993, Ms. Story has served as Secretary
and  Treasurer  of  the  Company.  Ms.  Story  also  serves as a director of the
Company.  Ms.  Story  holds  a  degree  with  a  major in Nursing and a minor in
Business  Administration.

     Information with respect to directors of the Company will be included under
"Election of Directors" in the Company's definitive proxy statement for its 2003
annual  meeting  of  shareholders, to be filed not later than 120 days after the
end  of  the  fiscal  year covered by this Report, and is incorporated herein by
reference.  Information  with  respect  to  executive officers of the Company is
included  under  Item  4(a)  of  Part  I  of  this  Report.

     Based  solely on a review of copies of reports received by the Company from
persons  required to file reports of ownership and changes on ownership pursuant
to  Section  16(a)  of the Securities Exchange Act of 1934, the Company believes
that all of its executive officers and directors complied with applicable filing
requirements  for  the  fiscal  year  ended  March  31,  2003.


<PAGE>
ITEM  11.  EXECUTIVE  COMPENSATION

Table below summarizes information on Executives and Directors compensation

<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE

                                                                                             Long-Term Compensation
                                       Annual Compensation                      Awards               Payouts
                          --------------------------------------------------------------------------------------------------------
                                                                                             Securities
                                                                        Restricted           underlying
                                                         Other Annual      Stock     Stock    options/                 All other
Name and                  Fiscal                         Compensation    Award(s)    Option     SARS      LTIP pay   Compensation
Principal Position         Year   Salary ($)  Bonus ($)       ($)           ($)      Grants      (#)      outs ($)        ($)
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>     <C>         <C>        <C>            <C>          <C>     <C>          <C>        <C>
Larry Vance/Chairman (1)    2005     160,000          -              -            -       -            -          -              -
                            2004     160,000          -              -            -       -            -          -              -
                            2003     160,000          -              -            -       -            -          -              -
Tami J. Story/Secretary     2005      80,000          -              -            -       -            -          -              -
and Treasurer (1)           2004      80,000          -              -            -       -            -          -              -
                            2003      80,000          -              -            -       -            -          -              -
</TABLE>

(1)  Salary was deferred unless cash flow allowed payment.

<TABLE>
<CAPTION>
                     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
                                          OPTION/SAR VALUES

                                               Number of securities     Value of Unexercised In-the
                                              underlying unexercised          Money Options at
                                                options at FY-End                FY-End ($)
                   Shares
                 Acquired on     Value
Name              Exercise    Realized ($)  Exercisable/Unexercisable    Exercisable/Unexercisable
---------------  -----------  ------------  --------------------------  ----------------------------
<S>              <C>          <C>           <C>                         <C>
Larry Vance                -             -      4,500,000/3,000,000(1)                           0/0
John Peel                  -             -      4,500,000/3,000,000(1)                           0/0
Rory J. Stevens            -             -        375,000/1,500,000(1)                           0/0
Tami Story                 -             -        750,000/3,000,000(1)                           0/0
</TABLE>

(1) Exercise prices range from $0.21 - $2.50 per share.

Employment  Contracts
---------------------

     In  October 28, 2000, the Company entered into an employment agreement with
Mr.  Larry  Vance.  Pursuant to the agreement, the Company will pay Mr. Vance an
annual  salary  of  $160,000.  In  the event of termination of Mr. Vance without
cause or due to a change in control, the Company will pay Mr. Vance two years of
annual salary.  Mr. Vance's options and vesting criteria are described above and
in  Note  11  to  the  attached  consolidated  financial  statements.

     On  October 28, 2000, the Company entered into an employment agreement with
Ms.  Tami  Story.  Pursuant  to the agreement, the Company will pay Ms. Story an
annual  salary  of  $80,000.  In  the  event of termination of Ms. Story without
cause or due to a change in control, the Company will pay Ms. Story two years of
annual  salary.  Ms.  Story  's options and vesting criteria are described above
and  in  Note  11  to  the  attached  consolidated  financial  statements.


<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
           MANAGEMENT

     The  following  table sets forth certain information regarding ownership of
the  Company's  Common  Stock  as  of March 31, 2005 by each person known by the
Company  to  own  beneficially more than five percent of the Common Stock and by
all  directors  and  officers  and  as  a  group:

<TABLE>
<CAPTION>
                                Amount and nature
Name and address of beneficial    of beneficial     Percent of
owner                             ownership (1)        class
------------------------------  ------------------  -----------
<S>                             <C>                 <C>

Larry Vance                         54,660,644 (2)         74%
P.O. Box 763
Lakeside, MT  59922

Tami Story                          12,069,714             16%
P.O. Box 763
Lakeside, MT  59901

All directors and officers          66,730,358             90%
</TABLE>

___________________________
(1)  All  shares  are held directly with sole voting and investment power unless
     otherwise  indicated.
(2)  Includes  4,439  shares  held  by  Universal  Search  Technology, a private
     company  owned  by  Mr.  Vance.


<PAGE>
                                     PART IV
                                     -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

<TABLE>
<CAPTION>
     (a)(1)    Financial Statements filed as part of this Report        Page in this Report
<S>                                                                     <C>
               Report of Independent Accountants                                  F-1 - F-2
               Consolidated Balance Sheet at March 31, 2004 and 2003              F-3
               Consolidated Statement of Loss for the Years
                  Ended March 31, 2004, 2003 and 2002                             F-4
               Consolidated Statement of Redeemable Common Stock
                  And Nonredeemable Shareholders' Equity (Deficit) for
                  the Years Ended March 31, 2004, 2003 and 2002                   F-5
               Consolidated Statement of Cash Flows for the Years
                  Ended March 31, 2004, 2003 and 2002                             F-6
               Notes to Consolidated Financial Statements                         F-7 - F-25

     (a)(2)    Financial Statement Schedules                                      None
</TABLE>
<TABLE>
<CAPTION>
     (a)(3)                                              Exhibits
<S>           <C>
     2.1      Agreement and Plan of Merger by and among Earth Search Sciences, Inc., ESS Acquisition
              Corp., Space Technology Development Corporation and the shareholders of Space
              Technology Development Corporation, dated December 21, 1999 (Incorporated by reference
              to Exhibit 2.1 to the Registrant's Form 10-K for fiscal year ended March 31, 2000).

     3.1      Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the
              Registrant's Forms 10-K for the fiscal years ended March 31, 1995 and March 31, 1996).

     3.2      Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrants' Form 10-K for the fiscal
              year ended March 31, 1995).

     4.1      See exhibits 3.1 and 3.2.

     10.1     Memorandum of Understanding between the Registrant and Applied Signal and Imaging
              Technology, Inc. dated May 27, 1996 (Incorporated by reference to Exhibit 10.1 to the
              Registrant's Form 10-K for fiscal year ended March 31, 1996).

     10.2     Contract of Sale and Leaseback dated June 10, 1997 between Registrant and Accuprobe, Inc.
              (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K for fiscal year ended
              March 31, 2000).

     10.3     Operating Agreement of ESSI Probe1 LC, dated June 3, 1997 (Incorporated by reference to
              Exhibit 10.3 to the Registrant's Form 10-K for fiscal year ended March 31, 2000).

     10.4     Hyperspectral Technology License Agreement between Earth Search Sciences, Inc. and
              Noranda Mining and Exploration, Inc. made as of December 16, 1997  (Incorporated by
              reference to the Registrant's for 8-K filed on February 6, 1998).


<PAGE>
     10.5     Agreement between the Office of Naval Research and Space Technology Development
              Corporation Agreement for NAVY EARTHMAP OBSERVER (NEMO) dated December 10,
              1997 (Incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for fiscal year
              ended March 31, 2000).

     10.6     Sales Contract between Science Applications International Corp. and Space Technology
              Development Corp. Dated: 30 March 1998, Contract No.: STDC-98-NEMO-0003
              (Incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-K for fiscal year ended
              March 31, 2000).

     10.7     Sales Contract between Science Applications International Corp. and Space Technology
              Development Corp. Dated: 30 March 1998, Contract No.: STDC-98-NEMO-004
              (Incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K for fiscal year ended
              March 31, 2000).

     10.8     Sales Contract between Space Systems/Loral (SS/L) and Space Technology Development
              Corporation (STDC). Dated 21 January 1999, Contract Number: STDC-98-NEMO-0001
              (Incorporated by reference to Exhibit 10.8 to the Registrant's Form 10-K for fiscal year ended
              March 31, 2000).

     10.9     Sales Contract between Litton Systems, Inc., Amecom Division (Litton Amecom) and Space
              Technology Development Corp. (STDC). Date 29 October 1998, Contract Number: STDC
              98-NEMO-0009 (Incorporated by reference to Exhibit 10.9 to the Registrant's Form 10-K for
              fiscal year ended March 31, 2000).

     10.10    Common Stock Purchase Agreement between Alpha Venture Capital, Inc. and Earth Search
              Sciences, Inc. (ESSI). Dated May 23, 2001. (Incorporated by reference to Exhibit 10.10 to
              the Registrant's Form 10-K for fiscal year ended March 31, 2001).

     10.11    Registration Rights Agreement between Alpha Venture Capital, Inc. and Earth Search
              Sciences, Inc. (ESSI). Dated May 23, 2001. (Incorporated by reference to Exhibit 10.11 to
              the Registrant's Form 10-K for fiscal year ended March 31, 2001).

     10.12    Common Stock Purchase Warrant A between Alpha Venture Capital, Inc. and Earth Search
              Sciences, Inc. (ESSI). Dated May 23, 2001.  (Incorporated by reference to Exhibit 10.12 to
              the Registrant's Form 10-K for fiscal year ended March 31, 2001).

     10.13    Common Stock Purchase Warrant B between Alpha Venture Capital, Inc. and Earth Search
              Sciences, Inc. (ESSI). Dated May 23, 2001.  (Incorporated by reference to Exhibit 10.13 to
              the Registrant's Form 10-K for fiscal year ended March 31, 2001).

     10.14    Larry F. Vance employment agreement (Incorporated by reference to Exhibit 10.1 to the
              Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).

     10.15    John W. Peel employment agreement (Incorporated by reference to Exhibit 10.2 to the
              Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).

     10.16    Rory J. Stevens employment agreement (Incorporated by reference to Exhibit 10.3 to the
              Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).

     10.17    Tami J. Story employment agreement (Incorporated by reference to Exhibit 10.4 to the
              Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).


<PAGE>
     10.18    John J. Sciuto employment agreement (Incorporated by reference to Exhibit 10.18 to the
              Registrant's Form 10-K for fiscal year ended March 31, 2001).

     16.1     Consent of Independent accountants re Registration Statement on Form No. S-1 (No. 333
              66100). (Incorporated by reference to Exhibit 16.1 to the Registrant's form 10-K for
              fiscal year ended March 31, 2004).

     16.2     Statement under oath of Principal Executive Officer and Principal Financial Officer
              regarding facts and circumstances relating to exchange act filings. Incorporated by
              reference to Exhibit 16.2 to the Registrant's form 10-K for fiscal year ended March 31, 2004

     16.3     Letter re change in certifying accountant (Incorporated by reference to Exhibit 16.3 to the
              Registrant's form 8-K filed on May 25, 2001).

     16.4     Letter re change in certifying accountant (Incorporated by reference to Exhibit 16.3 to the
              Registrant's form 8-K filed on June 10, 2003).

     21.1.1   List of Subsidiaries (Incorporated by reference to Exhibit 21.1.1 to the Registrant's Form 10
              K for fiscal year ended March 31, 2000)

     (b)      The Registrant filed the Following Reports on Form 8-K during the quarter ended March 31,
              2005:
</TABLE>

                   Date of Report                    Item Reported
                   --------------                    -------------


<PAGE>
                                   SIGNATURES

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

                                        EARTH SEARCH SCIENCES, INC.


                                        By /s/ Larry F. Vance
                                        Larry F. Vance
                                        Chairman
                                        Date:  ___________

     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the  registrant  and  in  the  capacities  and  on  the  dates  indicated.


 Signature                       Title

/s/ Larry F Vance          Chairman and Director
Larry F. Vance
Date: ____________


/s/ Tami Story             Corporate Secretary and Treasurer and Director
Tami J. Story
Date: ___________


<PAGE>
<TABLE>
<CAPTION>
                           EARTH SEARCH SCIENCES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005

ASSETS
Current Assets
<S>                                          <C>
  Cash                                       $      9,175
  Accounts receivable, net of $0 allowance
    for doubtful accounts                          64,905
  Loan costs, net of $6,514
    accumulated amortization                       36,912
                                             -------------
Total Current Assets                              110,992
                                             -------------
Oil and gas properties, using successful
efforts accounting
  Proved properties                               255,422
  Unproved properties                             416,573
  Less accumulated depletion                     (213,242)

Property and equipment, net of $624,137
    accumulated depreciation                      512,768
                                             -------------
TOTAL ASSETS                                 $  1,082,513
                                             =============
  LIABILITIES
Current Liabilities
  Notes payable                              $  1,051,056
  Capital lease obligation                      3,805,754
  Accrued officers' compensation                  667,986
  Accounts payable                              9,554,805
  Accrued expenses                                 77,978
  Due to related parties                          691,942
  Investor deposit                                377,215
  Shareholder loans                             1,356,784
                                             -------------
Total Current Liabilities                      17,583,520
                                             -------------
Long Term Liabilities
  Notes payable less current portion              415,941
                                             -------------
Total Liabilities                              17,999,461
                                             -------------

Commitments and contingencies                           -

  STOCKHOLDERS' DEFICIT
Series A preferred stock; 200,000 shares
  authorized, none issued and outstanding;
  liquidation preference $1,000,000                     -
Common stock, $.001 par value; 200,000,000
  shares authorized; 72,762,836 shares
  issued and outstanding                           72,762
Additional paid in capital                     42,518,196
Treasury stock                                   (200,000)
Accumulated deficit                           (59,307,906)
                                             -------------
Total Stockholders' Deficit                   (16,916,948)
                                             -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $  1,082,513
                                             =============
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                           EARTH SEARCH SCIENCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended March 31, 2005 and 2004


                                                  (Restated)
                                       2005          2004
                                   ------------  ------------
<S>                                <C>           <C>
Revenue                            $   415,702   $   516,490
Cost of revenue                        237,156       670,008
                                   ------------  ------------
Gross margin (loss)                    178,546      (153,518)
                                   ------------  ------------
Expenses
  General & administrative           4,357,053     1,162,706
  Impairment                                 -     2,469,072
                                   ------------  ------------
  Total Expenses                     4,357,053     3,631,778
                                   ------------  ------------

Loss from operations                (4,178,507)   (3,785,296)
Other income (expenses)
  Debt forgiveness                      38,788             -
  Interest income                            -         2,848
  Interest expense                    (659,180)     (686,092)
                                   ------------  ------------
Loss before minority interest       (4,798,899)   (4,468,540)
Minority interest in losses of
  consolidated subsidiaries                  -       279,890
                                   ------------  ------------
Net loss                           $(4,798,899)  $(4,188,650)
                                   ============  ============

Basic and diluted loss per share   $     (0.87)  $     (8.62)
Weighted average common
  shares outstanding                 5,545,079       485,764
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                            EARTH SEARCH SCIENCES, INC.
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                        Years Ended March 31, 2005 and 2004


                                           Preferred Stock          Common Stock
                                         Shares       Amount      Shares    Amount
                                       -----------  ----------  ----------  -------
<S>                                    <C>          <C>         <C>         <C>
Balance at March 31, 2003                       -   $       -      476,135  $   476

Issuance of common stock for
  services rendered                             -           -        9,629       10

Stock option expense                            -           -            -        -

Net loss                                        -           -            -        -
                                       -----------  ----------  ----------  -------
Balance at March 31, 2004 (restated)            -           -      485,764      486

Issuance of common stock for debt
  to related parties                                                39,216       39

Issuance of common stock for debt               -           -       80,313       80

Issuance of common stock for
  services rendered                     2,604,907       2,605

Issuance of common stock for
  accrued compensation                          -           -      214,922      215

Issuance of preferred stock for
  accrued compensation                  2,761,928       2,762            -        -

Issuance of common stock for
  loan and interest conversion                              -        4,191        4

Conversion of preferred stock to
  common stock                         (2,761,928)     (2,762)  69,048,200   69,048

Issuance of common stock for accrued
  legal settlement                              -           -      285,323      285

Related party release of debt                   -           -            -        -

Net loss                                        -           -            -        -
                                       -----------  ----------  ----------  -------
Balance at March 31, 2005                       -   $       -   72,762,836  $72,762
                                       ===========  ==========  ==========  =======
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                 EARTH SEARCH SCIENCES, INC.
                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                             Years Ended March 31, 2005 and 2004


                                        Additional
                                         Paid-in      Accumulated    Treasury
                                         Capital        Deficit       Stock         Total
                                       ------------  -------------  ----------  -------------
<S>                                    <C>           <C>            <C>         <C>
Balances at March 31, 2003             $35,639,916   $(50,320,357)  $(200,000)  $(14,879,965)

Issuance of common stock for
  services rendered                         46,212              -           -         46,222

Stock option expense                         3,880              -           -          3,880

Net loss                                         -     (4,188,650)          -     (4,188,650)
                                       ------------  -------------  ----------  -------------
Balance at March 31, 2004 (restated)    35,690,008    (54,509,007)   (200,000)   (19,018,513)

Issuance of common stock for debt
  to related parties                        19,961              -           -         20,000

Issuance of common stock for debt           64,927              -           -         65,007

Issuance of common stock for
  services rendered                      3,648,756              -           -      3,651,361

Issuance of common stock for
  accrued compensation                     140,225              -           -        140,440

Issuance of preferred stock for
  accrued compensation                   1,032,961              -           -      1,035,723

Issuance of common stock for
  loan and interest conversion               2,301              -           -          2,305

Conversion of preferred stock to
  common stock                             (66,286)             -           -              -

Issuance of common stock for accrued
  legal settlement                         327,836              -           -        328,121

Related party release of debt            1,657,507                                 1,657,507

Net loss                                         -     (4,798,899)          -     (4,798,899)
                                       ------------  -------------  ----------  -------------
Balance at March 31, 2005               42,518,196    (59,307,906)   (200,000)   (16,916,948)
                                       ============  =============  ==========  =============
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                 EARTH SEARCH SCIENCES, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Years Ended March 31, 2005 and 2004


                                                                             (restated)
                                                                  2005          2004
                                                              ------------  ------------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                      $(4,798,899)  $(4,188,650)
Adjustments to reconcile net loss to
  cash used in operating activities:
Employee stock option vesting expense                                   -         3,879
Common stock issued for services
  and interest expense                                          3,653,666        46,222
Common stock issued for legal settlement                          328,121             -
Loss attributed to minority interest                                    -      (279,890)
Depreciation, amortization and depletion                          151,038       369,324
Asset impairment                                                        -     2,469,072
Forgiveness of debt                                                38,788
Changes in assets and liabilities:
  Accounts receivable                                              44,337        59,941
  Other current assets                                             39,007       (39,797)
  Accounts payable and accrued expenses                            16,485       420,824
  Accrued interest                                                181,857       164,906
  Accrued officers compensation                                   336,672       398,837
                                                              ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                              (8,928)     (575,331)
                                                              ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                              (85,902)     (336,474)
                                                              ------------  ------------
NET CASH USED IN INVESTING ACTIVITIES                             (85,902)     (336,474)
                                                              ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loans, net                              171,591       562,500
Proceeds from liquidation of escrow                                     -        90,000
Repayments on notes payable                                       (79,339)      (76,624)
                                                              ------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          92,252       575,876
                                                              ------------  ------------
NET CHANGE IN CASH                                                 (2,578)     (335,929)
CASH AT BEGINNING OF PERIOD                                        11,753       347,682
                                                              ------------  ------------
CASH AT END OF PERIOD                                         $     9,175   $    11,753
                                                              ============  ============

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Cash flow information:
  Interest paid                                               $         -   $   199,827
  Taxes paid                                                  $         -   $         -

Non-cash financing and investing activities:
  Common Stock issued for accounts payable                         65,007             -
  Preferred stock issued for accrued payroll                       41,219             -
  Preferred stock issued for deferred officer's compensation      994,504             -
  Common stock issued for accrued payroll                         140,440             -
  Contribution to capital from related party
    release of debt                                             1,657,507             -
  Shares issued for payment of related party loans                 20,000             -
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>
                           EARTH SEARCH SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Earth Search Sciences, Inc. ("ESSI") collects high value hyperspectral imagery
of the earth's surface utilizing their proprietary hyperspectral imaging
sensors, principally in North America.  This imagery is either sold to end users
via contracts to collect the information or collected for ESSI's own exploration
purposes. ESSI also performs a range of imagery processing services. Information
collected by the sensor has applications in natural resources development,
environmental monitoring and remediation, wildlife habitat monitoring,
hydrocarbon exploration and development, agricultural assessment and planning,
including weed species identification, land use planning, forestry monitoring
and planning, homeland security and target identification for defense
surveillance.

ESSI has four wholly-owned subsidiaries:  Skywatch Exploration, Inc.,
Polyspectrum Imaging, Inc., Geoprobe, Inc., and STDC, Inc. ("STDC").  In
addition, there are five majority-owned consolidated subsidiaries:  Earth Search
Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro Probe, Inc. and
Terranet, Inc.  The 50% owned subsidiary ESSI Probe 1 LC was formed as a joint
venture to own and operate hyperspectral instruments.

All subsidiaries excepting Petro Probe became inactive during fiscal 2003.

The majority-owned Petro Probe, Inc. was formed to identify and develop
hydrocarbon properties by utilizing ESSI's hyperspectral instruments,
hydrocarbon geologists, and imagery processors.  At March 31, 2005, Petro Probe,
Inc. holds interests in seven oil and gas projects.

In fiscal 2005 and 2004, ESSI operated its airborne hyperspectral sensors under
contracts with third parties in several areas around the United States.
Contracts to operate the sensors in the United States as an ecological,
agricultural, hydrocarbon, and target identification contributed approximately
$192,000 and $258,000 to revenue in fiscal 2005 and 2004 respectively.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of ESSI and its
subsidiaries. All significant intercompany transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

OIL AND GAS PROPERTIES
ESSI uses the successful efforts method to account for its oil and gas
properties.  Costs incurred for property acquisition, exploration, and drilling
related to its oil and gas properties are capitalized. Once the project is
completed, and, if oil or gas is located, costs capitalized to date on the
specific project are amortized under the unit-of-production


<PAGE>
method as revenue is recognized.  Capitalized costs for unsuccessful projects
are expensed when that determination is made.

Based on the agreements for the working interests in oil and gas properties,
ESSI will proportionately share in future revenues as well as future operating
and drilling costs.  Unproved oil and gas properties that are individually
significant are periodically assessed for impairment of value, and a loss is
recognized at the time of impairment by providing an impairment allowance.  In
fiscal 2005 and 2004, $0 and $439,472 of prior year costs were impaired because
profitable production had not yet been obtained in the properties.

Capitalized costs of producing oil and gas properties, after considering
estimated dismantlement and abandonment costs and estimated salvage values, are
depreciated and depleted by the unit-of-production method.

REVENUE RECOGNITION
ESSI recognizes revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price is fixed or determinable, and
collectibility is reasonably assured.  This typically happens when services are
rendered under contracts for airborne hyperspectral services and imaging
processing services.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
Bad debt expense is recognized based on management's estimate of likely losses
per year, based on past experience and an estimate of current year uncollectible
amounts.  There was no allowance for doubtful accounts as of March 31, 2005.

DEPRECIATION AND AMORTIZATION
ESSI recognizes depreciation on its property and equipment using the
straight-line method over estimated useful lives ranging from five years for
computers and software, vehicles and equipment to ten years for the two
hyperspectral sensors.

IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  ESSI evaluates long-lived assets to determine potential impairment
by comparing the carrying amount to the undiscounted estimated future cash flows
of the related assets.  In fiscal 2004, ESSI incurred asset impairments of
$137,000, unsuccessful oil and gas properties write-offs of $439,472, and
abandoned construction in progress of $1,958,000 on the Probe, LC.

INCOME TAXES
ESSI recognizes deferred tax assets and liabilities based on differences between
the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered.  ESSI provides a valuation allowance
for deferred tax assets for which it does not consider realization of such
assets to be more likely than not.

MINORITY INTEREST
Losses from subsidiaries with minority interest are allocated to the minority
interest liability account based on the percentage of minority interest
ownership.  Once losses applicable to the minority interest in the subsidiary
exceed the minority interest in the equity capital of the subsidiary, then no


<PAGE>
additional losses will be allocated to the minority interest liability account.

NET LOSS PER COMMON SHARE
Net loss per common share has been computed based on the weighted average number
of ESSI's common shares outstanding.  Common stock equivalents have not been
considered in the diluted net loss per share calculation because their effect on
net loss per share is anti-dilutive.

STOCK OPTIONS AND WARRANTS
ESSI accounts for non-cash stock-based compensation issued to non-employees in
accordance with the provisions of SFAS No. 123 and EITF No. 96-18, Accounting
for Equity Investments That Are Issued to Non-Employees for Acquiring, or in
Conjunction with Selling Goods or Services.  Common stock issued to
non-employees and consultants is based upon the value of the services received
or the quoted market price, whichever value is more readily determinable.  ESSI
accounts for stock options and warrants issued to employees under the intrinsic
value method.  Under this method, ESSI recognizes no compensation expense for
stock options or warrants granted when the number of underlying shares is known
and the exercise price of the option or warrant is greater than or equal to the
fair market value of the stock on the date of grant.  The following table
illustrates the effect on net loss and net loss per share if ESSI had applied
the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.

There were no stock options or warrants granted during 2005 and 2004.

RECENTLY-ISSUED ACCOUNTING STANDARDS

In December 2004, the FASB issued SFAS No. 123R, "Accounting for Stock-Based
Compensation" SFAS No. 123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. This Statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
SFAS No. 123R requires that the fair value of such equity instruments be
recognized as expense in the historical financial statements as services are
performed. Prior to SFAS No. 123R, only certain pro forma disclosures of fair
value were required. SFAS No. 123R shall be effective for small business issuers
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. The adoption of this new accounting pronouncement is
not currently expected to have a material impact on the financial statements of
the Company during the calendar year 2006.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, ESSI incurred recurring net
losses of $4,798,899 and $4,188,650 for fiscal 2005 and 2004, respectively and
has an accumulated deficit of $59,307,906 and a working capital deficit of
$17,472,528 as of March 31, 2005. These conditions raise substantial doubt as to
ESSI's ability to continue as a going concern. Management is trying to raise
additional capital through sales of stock. The financial statements do not
include any adjustments that might be necessary if ESSI is unable to continue as
a going concern.


<PAGE>
NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                            March 31,
                                     Life      2005
                                     ----  ------------
<S>                                  <C>   <C>
          Aircraft                     10  $   925,795
          Equipment                     5      211,111
                                           ------------
                                             1,136,906

     Less: accumulated depreciation           (624,137)
                                           ------------
                                           $   512,768
                                           ============
</TABLE>

Depreciation expense totaled $112,658 and $339,116 in fiscal 2005 and 2004,
respectively.

NOTE 4 - OIL AND GAS INTERESTS

In fiscal 2005, ESSI paid $101,849 for drilling on two existing properties and
sold a portion of its interests to others on those two properties for $15,947.

ESSI recognized approximately $223,000 and $265,000 in revenue from the
producing property in fiscal 2005 and 2004 respectively. Depletion was $38,025
and $30,208 in fiscal 2005 and 2004 respectively.

In fiscal 2004 ESSI wrote-off $ 439,472 of previously capitalized costs on
properties that were determined to be uneconomical wells.

Supplemental information (unaudited)

<TABLE>
<CAPTION>
                                            Successful
Capitalized costs relating to oil and gas    Efforts
producing activities at March 31, 2005     ------------
<S>                                        <C>
  Proved oil and gas properties            $   255,422
  Unproved oil and gas properties              416,573
  Less accumulated depletion                  (213,242)
                                           ------------
Net capitalized costs                      $   458,753
                                           ============
</TABLE>
<TABLE>
<CAPTION>
Costs incurred in oil and gas producing
  activities for the years ended
  March 31, 2005 and 2004                     2005        2004
                                            ---------  ----------
Property acquisition costs
<S>                                         <C>        <C>
  Proved                                    $      -   $   5,803
  Unproved                                    85,902     330,671

Results of operations for oil and gas
  producing activities for the years ended
  March 31, 2005 and 2004
  Oil and gas sales                         $223,405   $ 265,050
  Development Costs                                -      (7,403)
  Depletion                                  (38,025)    (30,208)
  Impairment                                       -    (439,472)
                                            ---------  ----------

Results of operations for oil and gas
producing activities (excluding corporate
overhead and financing costs)               $185,380   $(212,033)
                                            =========  ==========
</TABLE>


<PAGE>
The following estimates of proved and proved developed reserve quantities and
related standardized measure of discounted net cash flow are estimates only, and
do not purport to reflect realizable values or fair market values of ESSI's
reserves.  ESSI emphasizes that reserve estimates are inherently imprecise and
that estimates of new discoveries are more imprecise than those producing oil
and gas properties.  Accordingly, these estimates are expected to change as
future information becomes available.  All of ESSI's reserves are located in the
United States.

Proved reserves are estimated reserves of crude oil (including condensate and
natural gas liquids) and natural gas that geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Proved
developed reserves are those expected to be recovered through existing wells,
equipment and operating methods.

The standardized measure of discounted future net cash flows is computed by
applying year end prices of oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production of proved oil and gas reserves, less estimated future expenditures
(based on year-end costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses (based on year-end statutory
tax rates, with consideration of future tax rates already legislated) to be
incurred on pretax net cash flows less tax basis of the properties and available
credits, and assuming continuation of existing economic conditions. The
estimated future net cash flows are then discounted using a rate of 10 percent a
year to reflect the estimated timing of the future cash flows.

<TABLE>
<CAPTION>
                                          2005                  2004
                                     Oil         Gas        Oil        Gas
                                    (Bbls)      (Mcf)     (Bbls)      (Mcf)
                                   --------  -----------  -------  -----------
<S>                                <C>       <C>          <C>      <C>
Proved developed and undeveloped
Reserves
  Beginning of year                 13,356    5,271,000   18,283    9,700,000
  Revisions of previous estimates  (13,343)  (5,181,709)       -   (2,655,220)
  Production                           (13)     (42,291)  (4,927)  (1,773,780)
                                   --------  -----------  -------  -----------
End of Year                              -       47,000   13,356    5,271,000
                                   ========  ===========  =======  ===========
Proved developed reserves
  Beginning of year                 13,356    5,271,000   18,283    9,700,000
  End of year                            -       47,000   13,356    5,271,000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Standardized measure of                 2005       2004
  discounted future net cash flows   ----------  ---------
  at March 31, 2005 and 2004
<S>                                  <C>         <C>
  Future cash inflows                $ 421,663   $547,905
  Future production costs              (13,414)   (23,097)
  Future development costs             (27,824)   (23,346)
  10% annual discount for estimated
    timing of cash flows              (177,787)   (79,799)
                                     ----------  ---------
Standardized measure of discounted
  future net cash flows relating to
  proved oil and gas reserves          $ 202,638   $421,663
                                     ==========  =========
</TABLE>

<TABLE>
<CAPTION>
The following reconciles the change in the standardized
measure of discounted future net cash flows for fiscal
2005 and 2004

                                             2005        2004
                                          ----------  ----------
<S>                                       <C>         <C>
Beginning of the year                     $ 421,663   $ 856,845
Sales of oil and gas, net of production
  Costs                                    (223,405)   (257,647)
Net changes in prices and production
  Costs                                       9,683      30,022
Development costs incurred during the
  year which were previously estimated            -       7,403
Revisions of previous quantity estimates     (9,761)   (161,697)
Net change in future estimated
  development costs                           4,458     (53,263)
                                          ----------  ----------
End of year                               $ 202,638   $ 421,663
                                          ==========  ==========
</TABLE>

NOTE 6 - NOTES PAYABLE

<TABLE>
<CAPTION>
Notes payable consists of the following:                              2005
                                                                  ------------
<S>                                                               <C>
  Installment note payable with a balloon due October 15, 2005,
    secured by airplane, the hyperspectral sensor, and the
    producing oil and gas property, with interest at 15%,
    due in monthly installments of $18,042                        $ 1,022,975
Installment note payable secured by producing oil and gas
    property, with interest at 15%, due in monthly
    installments of $6,929                                            399,421
  Unsecured convertible promissory notes,
    due on demand, with interest at 12.5%                              41,568
  Other                                                                 3,033
  Less:  current portion                                           (1,051,056)
                                                                  ------------
                                                                  $   415,941
                                                                  ============
</TABLE>


<PAGE>
Additionally, ESSI has an outstanding balance of approximately $3,805,000 in
unpaid principal and interest to an individual.  As of March 31, 2005, a mutual
release of the debt had been signed.  See Note 14 for details.

NOTE 7 - SHAREHOLDER LOANS

ESSI has financed its operations in part by funds received from advances by
shareholders.  These advances are in the form of unsecured promissory notes and
bear interest at rates ranging from 8% to 10%.  As of March 31, 2005, interest
accrued on such advances aggregated $673,898.

NOTE 8 - ACCRUED OFFICERS' COMPENSATION

Accrued compensation consists of the cumulative unpaid compensation due to
corporate officers (Chairman, Chief Executive Officer, Chief Financial Officer
and Secretary).  ESSI recorded officer compensation, accrued payroll taxes and
accrued interest of $336,850 and $400,116 during fiscal 2005 and 2004, and
included these amounts in general and administrative expenses.  ESSI is accruing
interest on the accrued compensation balances at a rate of 8.5%, compounded
quarterly.  ESSI is making full salary payments to these officers as cash flow
allows.

On June 8, 2004, ESSI issued 2,652,011 shares of preferred stock for payment of
$994,504 deferred compensation. Additionally, 109,917 shares of preferred stock
were issued for payment of $41,219 in accrued compenstation to other employees.

On March 7, 2005, two officers signed releases of deferred compensation and
accrued interest totaling $1,657,507.  This transaction was considered a
contribution to capital.

NOTE 9 - BUSINESS SEGMENT INFORMATION

ESSI's major activities are broken down into an Airborne Hyperspectral Services
business segment, a Satellite Development business segment, an Oil and Gas
property business segment and an Other Industries business segment. The Airborne
Hyperspectral Services segment and Satellite Development segment will utilize
remote sensing instruments to earn revenue from the sale of hyperspectral
imagery. The current Satellite Development business segment revenue is from a
cost reimbursement contract with the U.S. Navy for the construction of the NEMO
project, which has been disbanded. Transactions between the business segments
are loans, interest, and management fees based on an allocation of incurred
costs for general and administrative expenses. As the consolidated group is
operating at a net loss position, no income tax expense or benefit is provided.

<TABLE>
<CAPTION>
                             Business Segment Information for Fiscal Year 2005


                                      Airborne
                                    Hyperspectral     Satellite     Oil and Gas     Other
                                      Services       Development    Properties    Industries    Combined
                                   ---------------  -------------  -------------  ----------  ------------
<S>                                <C>              <C>            <C>            <C>         <C>
Revenue                            $      192,297   $          -   $    223,406            -  $   415,702
                                   ===============  =============  =============  ==========  ============
Operating Income (Loss)            $   (4,332,594)  $    (24,183)  $    178,271            -  $(4,178,506)
                                   ===============  =============  =============  ==========  ============

Debt forgiveness                           38,788              -              -            -       38,788
Interest expense                         (659,181)             -              -            -     (659,181)
Loss from continuing
  operations before income taxes
  and minority interest                (4,952,987)       (24,183)       178,271            -   (4,789,899)

Total Assets at 3/31/05            $      580,690   $        762   $    501,061            -  $ 1,082,513
                                   ===============  =============  =============  ==========  ============
Depreciation and amortization
   for the period ended 3/31/05    $      112,658   $          -   $     38,025            -  $   150,683
                                   ===============  =============  =============  ==========  ============
Capital expenditures for the
  period ended 3/31/05             $            -   $          -   $     85,902            -  $    85,902
                                   ===============  =============  =============  ==========  ============


<PAGE>
                             Business Segment Information for Fiscal Year 2004

                                      Airborne
                                    Hyperspectral     Satellite     Oil and Gas     Other
                                      Services       Development    Properties    Industries    Combined
                                   ---------------  -------------  -------------  ----------  ------------
Revenue                            $      258,843   $          -   $    257,647            -  $   516,490
                                   ===============  =============  =============  ==========  ============
Operating Income (Loss)            $   (3,644,435)  $     (1,676)  $   (138,703)           -  $(3,785,296)
                                   ===============  =============  =============  ==========  ============

Interest income                             2,556            292              -            -        2,848
Interest expense                         (686,080)           (12)             -            -     (686,092)
Loss from continuing
  operations before income taxes
  and minority interest                         -              -              -            -   (4,468,540)

Total Assets at 3/31/04            $      735,067   $     24,946   $    473,560            -  $ 1,233,573
                                   ===============  =============  =============  ==========  ============
Depreciation and amortization
   for the period ended 3/31/04    $      339,116   $          -   $     30,208            -  $   369,324
                                   ===============  =============  =============  ==========  ============
Capital expenditures for the
  period ended 3/31/04             $            -   $          -   $    336,474            -  $   336,474
                                   ===============  =============  =============  ==========  ============
</TABLE>

NOTE 10 - INCOME TAXES

ESSI recorded no provision for income taxes in fiscal 2005 and 2004 due to the
operating losses incurred from inception to date.

The tax effect of temporary differences between financial reporting and the tax
bases of assets and liabilities relate to the following:

<TABLE>
<CAPTION>
                                                March 31,
                                                  2005
                                              -------------
<S>                                           <C>
     Operating loss carryforwards             $ 16,946,461
     Other deferred tax assets                   1,158,986
                                              -------------
     Deferred tax assets                        18,105,447
     Deferred tax assets valuation allowance   (18,105,447)
                                              -------------
                                              $          -
                                              =============
</TABLE>

The deferred tax asset has been fully reserved because ESSI is unable to
anticipate future taxable income to realize the potential benefits of the gross
deferred tax asset.

Net operating loss carry forwards may be used to offset taxable income, if any,
in future years through their expiration in 2005 through 2025.  The annual
amount of tax loss carryforward, which can be utilized, may be limited due to
the substantial changes in the Company's ownership as defined by section 382 of
the Internal Revenue Code, which may occur in the future.  Such limitations
could result in the expiration of a part or all of the loss carryforwards before
their utilization.


<PAGE>
NOTE 11 - OFFICER AND DIRECTOR STOCK OPTIONS

In August 1997, the Board of Directors granted performance based options to
ESSI's Chairman, President and Chief Executive Officer to each purchase 12,500
shares of ESSI's stock at exercise prices ranging from $200 per share to $1,000
per share and to ESSI's Secretary to purchase 2,500 shares of ESSI's stock at an
exercise price of $200 per share.  All of these performance based stock options
are exercisable for a period of 24 months from the date of vesting.  The options
will be deemed vested for each individual if that individual is employed by ESSI
on the first date on which the closing market price of ESSI's common stock
equals or exceeds the price per share performance targets for 30 consecutive
days.  The specific vesting criteria for these options are described below:

When and if the closing market price of common stock equals or exceeds each of
the following prices $0.50, $1.00, $1.50, $2.00 and $2.50 per share for 30
consecutive days, each of the three individuals shall become fully vested with
an option to purchase 1,000,000 shares of common stock for each milestone at a
price equal to the milestone price of $0.50, $1.00, $1.50, $2.00 and $2.50 per
share, exercisable for a period of 24 months from the date of vesting.

During fiscal 2001, the Board of Directors approved performance based bonuses in
the form of options to ESSI's officers.  The specific vesting criteria for these
options are described below:

10% of options shall be considered vested and bonused as paid in full shares for
past services to ESSI; 15% of all options shall become vested and paid in full
when ESSI is successful in obtaining a commitment from a strategic partner,
financial institution, reputable investment banker or other source in raising
capital sufficient to fund the NEMO program (shut down in 2002 - see Note 5);
20% vested and paid in full when successful in raising gross capital of at least
$6,000,000; 20% vested and paid in full when successful in raising gross capital
of at least $30,000,000; 20% vested and paid in full when successful in raising
gross capital of at least $100,000,000; and 15% vested and paid in full in the
event the NEMO program is successfully funded.

There were no warrants issued in fiscal 2005 and 2004.

The following table summarizes the employee stock option transactions described
above.

<TABLE>
<CAPTION>
                         Shares
                          under    Weighted-average
                         option     exercise price
                         -------  ------------------
<S>                      <C>      <C>
Balance, March 31,2003   57,845   $             428
  Options granted            --                  --
  Options cancelled      (2,313)               (228)
  Options exercised          --                  --
                         -------  ------------------
Balance, March 31, 2004  55,532                 436
  Options granted            --                  --
  Options cancelled        (939)                (84)
  Options exercised          --                  --
                         -------  ------------------
Balance, March 31, 2005  54,593   $             442
                         =======  ==================
</TABLE>

Options outstanding and exercisable as of March 31, 2005:

<TABLE>
<CAPTION>
                  - - Outstanding - -   Exercisable
                   Number    Remaining    Number
Exercise Price   of Shares     life      of Shares
---------------  ----------  ---------  -----------
<S>              <C>         <C>        <C>
$   20                  625     1 year          625
    28                  375    2 years          375
    56                  906    .5 year          906
    56                  312     1 year          312
    60                  875    .5 year          875
    84               12,500     1 year       12,500
    140                 875    .5 year          875
    200               8,750    2 years        8,750
    400               6,875    2 years        6,875
    600               7,500    2 years        7,500
    800               7,500    2 years        7,500
    1,000             7,500    2 years        7,500

                 ----------             -----------
                     54,593                  54,593
                 ==========             ===========
</TABLE>


<PAGE>
NOTE 12 - STOCK ISSUANCES

PREFERRED STOCK
On June 8, 2004, ESSI issued 2,761,928 shares of preferred stock for payment of
$1,035,723 deferred compensation.  Each share of preferred stock was convertible
into 25 shares of common stock and maintained voting rights on a fully diluted
basis.

During the fourth quarter, all shares of preferred stock were converted into
69,048,200 shares of common stock.

COMMON STOCK
On June 2, 2004, ESSI authorized a 400:1 reverse split.  The split did not
effect the par value of the common stock, and reduced the number of shares
outstanding to 476,135.

During the fourth quarter of fiscal 2005, ESSI issued:

     -    2,609,098 shares of stock valued at $3,650,667 to various individuals
          for services rendered.

     -    80,313 shares of stock valued at $65,007 to various individuals for
          accounts payable.

     -    39,216 shares of stock valued at $20,000 to a majority shareholder for
          partial payment of shareholder loans.

     -    214,922 shares of stock valued at $140,440 to employees for accrued
          salaries.

     -    285,323 shares of stock valued at $328,121 for an accrued legal
          settlement. See note 13 for details.

During the fourth quarter of fiscal 2005, two major shareholders signed releases
of debt related to their accrued compensation through March 31, 2004. The
releases were for $1,657,507. The transaction has been recorded as a
contribution to capital. Additionally, two employees signed releases of accrued
compensation totaling $38,788. This has been recorded as debt forgiveness
income.

NOTE 13 - RESTATEMENT

ESSI agreed to a legal settlement in July 2003. The settlement required ESSI to
issue a number of shares equal to an agreed upon amount of $328,121. ESSI did
not previously account for the settlement, therefore, the fiscal 2004 year's
accounts payable, general and administrative expense were understated and
retained earnings were overstated by $328,121. All amounts have been adjusted as
if the transaction was accounted for in July 2003.

During the fourth quarter of fiscal 2005, ESSI issued 285,323 shares to settle
the payable.


<PAGE>
NOTE 14 - COMMITMENT AND CONTINGENCIES

OPERATING RENT
Future minimum rental payments as of March 31, 2005:

          2005          $     76,800
          2006                25,600
                        ------------
                        $    102,400
                        ============

Rental expense for office space included in operations for fiscal 2005 and 2004
is $76,800. In fiscal 2001, the Company entered into a lease for its office in
Kalispell, Montana.  The lease is with two officers of ESSI and is for a term of
5 years with minimum monthly payments of $6,400.

LITIGATION
ESSI was in dispute with another party over a leaseback purchase agreement for a
Hyperspectral Probe.  During the fourth quarter, both parties signed a mutual
release in which ESSI will return the Probe and ESSI will be released of amounts
owed to the other party as of the date the Probe is returned.  ESSI agreed to
return the Probe at the end of August 2005, and in the event the probe is not
returned to the other party, the release is null and void.

NOTE 15 - SUBSEQUENT EVENTS

During April 2005, ESSI issued 513,710 shares of common stock valued at $174,992
to various parties for services.

During June 2005, ESSI issued 200,000 shares of common stock and 100,000
warrants to purchase common stock for $55,774 in debt. The shares were valued at
$42,000. The warrants had a fair value of $17,182, are exercisable at the
holder's option at any time for one year. 50,000 shares are exercisable at $0.50
and 50,000 are exercisable at $0.25.


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
   Earth Search Sciences, Inc.
   Kalispell, Montana

We have audited the accompanying consolidated balance sheet of Earth Search
Sciences, Inc. as of March 31, 2005, and the related statements of operations,
stockholders' deficit, and cash flows for the two years then ended.  These
financial statements are the responsibility of Earth Search's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Earth Search Sciences, Inc., as
of March 31, 2005, and the results of its operations and its cash flows for the
periods described in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that Earth
Search will continue as a going concern. These factors, among others, as
discussed in note 2 to the financial statements, raise substantial doubt about
Earth Search's ability to continue as a going concern.  Management's plans in
regard to these matters are also described in note 2.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

As discussed in Note 13 to the financial statements, errors resulting in an
understatement of accounts payable and expenses were discovered by management in
2005.  Accordingly, adjustments have been made as of March 31, 2004, to correct
the error.


MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

May 18, 2005