SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-QSB





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended:  SEPTEMBER 30,
2007





Commission
File No. 000-19566





EARTH
SEARCH SCIENCES, INC.


(Exact
Name of Registrant as Specified in its Charter)








Nevada
            87-0437723(State
      or other Jurisdiction of Incorporation or Organization)
            (IRS
      Employer Identifcation Number)








306 Stoner Loop Road,
Lakeside, MT 59922


(Address
of Principal Executive Offices, Including Zip Code)





Registrant's
telephone number, including area code:


(406)
751-5200








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 and 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
requirement for the past 90 days.   Yes TNo £





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





The
number of shares outstanding of each of the registrant's classes of common
stock, as of November 15, 2007, covered by this report: 97,868,489
shares.  The registrant has only one class of common
stock.





Transitional
Small Business Disclosure Format (check one):    Yes £ No T





















EARTH SEARCH SCIENCES, INC.





TABLE
OF CONTENTS





FORM
10-QSB





QUARTER
ENDED SEPTEMBER 30, 2007





PART I





FINANCIAL
INFORMATION








Item 1. Consolidated Financial
      Statements (Unaudited)
            PageConsolidated Balance Sheets as of September 30, 2007 and March
      31, 2007
            1Consolidated Statements of Operations for the three and six
      months ended September 30, 2007 and 2006
            2Consolidated Statements of Cash Flows for the six months
      ended September 30, 2007 and 2006
            3Consolidated Statement of Changes in Stockholders’ Deficit
      for the six months ended September 30, 2007
            4Selected notes to consolidated financial
      statements
            5Item 2. Management's Discussion and
      Analysis of FinancialCondition and Results of Operations
            7Item 3. Controls and
      Procedures
            13








PART II





OTHER INFORMATION
REQUIRED





Item 1. Legal
      Proceedings
            13Item 2. Unregistered Sales of Equity
      Securities and Use of Proceeds
            13Item 3. Defaults Upon Senior
      Securities
            13Item 4. Submission of Matters of a
      Vote of Security Holders
            13Item 5. Other
      information
            13Item 6. Exhibits
            13





Table of Contents





EARTH SEARCH SCIENCES, INC.


CONSOLIDATED
BALANCE SHEETS


(UNAUDITED)





September 30, 2007
            
            
            March 31,2007ASSETSCurrent
      assets:Cash
            
            $
            9,345
            
            
            $
            23,182Accounts
      receivable
            
            
            22,882
            
            
            
            132Loan
      costs, net of accumulated amortization of $208,088 and $199,998,
      respectively
            
            
            59,591
            
            
            
            28,225Total
      current assets
            
            
            91,818
            
            
            
            51,539Property
      and equipment, net accumulated depreciation  of $858,170 and
      $832,208, respectively
            
            
            258,020
            
            
            
            309,944TOTAL
      ASSETS
            
            $
            349,838
            
            
            $
            361,483LIABILITIESCurrent
      liabilities:Accounts
      payable
            
            $
            1,160,774
            
            
            $
            1,151,437Accrued
      expenses
            
            
            827,029
            
            
            
            733,917Accrued
      officers’ compensation
            
            
            1,267,986
            
            
            
            1,147,986Notes
      payable - current portion
            
            
            613,595
            
            
            
            836,618Settlement
      obligation
            
            
            7,440,687
            
            
            
            5,434,259Short-term
      debt – related parties
            
            
            2,987,304
            
            
            
            2,698,954Total
      current liabilities
            
            
            14,297,375
            
            
            
            12,003,171Notes
      payable less current portion
            
            
            294,455
            
            
            
            369,820Total
      liabilities
            
            
            14,591,830
            
            
            
            12,372,991Commitments
      and contingencies
            
            
            -
            
            
            
            -STOCKHOLDERS’
      DEFICITPreferred stock, 300,000,000
      shares authorized,none issued and
      outstanding
            
            
            -
            
            
            
            -Common stock, $.001 par value;
      300,000,000 shares authorized;97,226,726 and 96,327,474 shares
      issued and outstanding, respectively
            
            
            97,227
            
            
            
            96,328Additional
      paid-in capital
            
            
            46,855,675
            
            
            
            46,577,053Treasury
      stock
            
            
            (200,000
            )
            
            
            (200,000
            )Subscription
      receivable
            
            
            -
            
            
            
            (250,000
            )Accumulated
      deficit
            
            
            (60,994,894
            )
            
            
            (58,234,889
            )Total
      stockholders’ deficit
            
            
            (14,241,992
            )
            
            
            (12,011,508
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            349,838
            
            
            $
            361,483








See
accompanying notes to consolidated financial statements.





1
 Table of Contents





EARTH SEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)





Three months endedSeptember 30,
            
            
            Six months endedSeptember 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            22,750
            
            
            $
            43,250
            
            
            $
            22,750
            
            
            $
            91,429Operating
      expensesLate
      fees related to settlement agreement
            
            
            1,006,668
            
            
            
            529,687
            
            
            
            1,866,708
            
            
            
            977,749Depreciation
      and amortization
            
            
            32,966
            
            
            
            51,925
            
            
            
            67,905
            
            
            
            51,925General
      and administrative
            
            
            318,496
            
            
            
            273,353
            
            
            
            640,535
            
            
            
            1,064,432Total
      expenses
            
            
            1,358,130
            
            
            
            854,965
            
            
            
            2,575,148
            
            
            
            2,094,106Loss
      from operations
            
            
            (1,335,380
            )
            
            
            (811,715
            )
            
            
            (2,552,398
            )
            
            
            (2,002,677
            )Other
      income (expense)Gain
      on settlement of debt
            
            
            -
            
            
            
            -
            
            
            
            15,049
            
            
            
            -Loss
      on extinguishment of related party note
            
            
            -
            
            
            
            (75,000
            )
            
            
            -
            
            
            
            (75,000
            )Interest
      expense
            
            
            (110,354
            )
            
            
            (310,908
            )
            
            
            (222,656
            )
            
            
            (424,446
            )Net
      loss
            
            $
            (1,445,734
            )
            
            $
            (1,197,623
            )
            
            $
            (2,760,005
            )
            
            $
            (2,502,123
            )Basic
      and diluted:Loss
      per share
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.03
            )
            
            $
            (0.03
            )Weighted
      average common shares outstanding
            
            
            97,060,667
            
            
            
            80,093,719
            
            
            
            96,816,931
            
            
            
            79,490,033








See
accompanying notes to consolidated financial statements.





2
 Table of Contents





EARTH SEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





Six
      Months EndedSeptember 30,2007
            
            
            2006CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (2,760,005
            )
            
            $
            (2,502,123
            )Adjustments
      to reconcile net loss to cash used in operating
activities:Common
      stock issued for extension of loan
            
            
            -
            
            
            
            72,000Loss
      on extinguishment of related party debt
            
            
            -
            
            
            
            75,000Imputed
      interest
            
            
            22,357
            
            
            
            -Common
      stock issued for services
            
            
            231,164
            
            
            
            635,015Gain
      on settlement of debt
            
            
            (15,049
            )
            
            
            -Depreciation
      and amortization
            
            
            67,905
            
            
            
            51,925Changes
      in assets and liabilities:Other
      current assets
            
            
            -
            
            
            
            136,172Accounts
      receivable
            
            
            (22,750
            )
            
            
            (26,396
            )Accounts
      payable – related party
            
            
            (48,150
            )
            
            
            328,679Accounts
      payable and accrued expenses
            
            
            68,133
            
            
            
            145,909Accrued
      officers compensation
            
            
            120,000
            
            
            
            120,003Accrued
      settlement liability
            
            
            2,006,428
            
            
            
            977,749NET
      CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
            
            
            (329,967
            )
            
            
            13,933CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from stockholder loans, net
            
            
            336,500
            
            
            
            -Proceeds
      from subscription receivable
            
            
            250,000
            
            
            
            -Financing
      costs
            
            
            (47,347
            )
            
            
            -Payment
      on long-term debt
            
            
            (223,023
            )
            
            
            -Repayments
      on notes payable
            
            
            -
            
            
            
            (49,007
            )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            316,130
            
            
            
            (49,007
            )NET
      DECREASE IN CASH
            
            
            (13,837
            )
            
            
            (35,074
            )CASH
      AT BEGINNING OF PERIOD
            
            
            23,182
            
            
            
            40,900CASH
      AT END OF PERIOD
            
            $
            9,345
            
            
            $
            5,826SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
            
            $
            35,100
            
            
            $
            -Taxes
      paid
            
            
            -
            
            
            
            -Non-cash
      financing and investing activities:Common
      stock issued for debt repayment
            
            $
            26,000
            
            
            $
            72,000Equity
      issued for loan extension
            
            
            -
            
            
            
            75,000








See
accompanying notes to consolidated financial statements.





3
 Table of Contents





EARTHSEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT


Six
months ended September 30, 2007


(Unaudited)





CommonShares
            
            
            StockAmount
            
            
            AdditionalPaid-inCapital
            
            
            TreasuryStock
            
            
            SubscriptionReceivable
            
            
            AccumulatedDeficit
            
            
            TotalBalances
      at March 31, 2007
            
            
            96,327,473
            
            
            $
            96,328
            
            
            $
            46,577,053
            
            
            $
            (200,000
            )
            
            $
            (250,000
            )
            
            $
            (58,234,889
            )
            
            $
            (12,011,508
            )Payment
      of subscription receivable
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            250,000
            
            
            
            
            
            
            
            250,000Issuance
      of common stock for debt
            
            
            65,000
            
            
            
            65
            
            
            
            25,935
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            26,000Issuance
      of common stock for services rendered
            
            
            300,287
            
            
            
            300
            
            
            
            113,196
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            113,496Issuance
      of common stock for services rendered
            
            
            533,966
            
            
            
            534
            
            
            
            117,134
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            117,668Imputed
      interest
            
            
            
            
            
            
            
            
            
            
            22,357
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            22,357Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            (2,760,005
            )
            
            
            (2,760,005
            )Balances
      at June 30, 2007
            
            
            97,226,726
            
            
            $
            97,227
            
            
            $
            46,855,675
            
            
            $
            (200,000
            )
            
            $
            -
            
            
            $
            (60,994,894
            )
            
            $
            (14,241,992
            )








See
accompanying notes to consolidated financial statements.





4
 Table of Contents





EARTH SEARCH SCIENCES, INC


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
BASIS OF PRESENTATION





The
accompanying unaudited interim consolidated financial statements of Earth Search
Sciences, Inc. ("ESSI") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
ESSI's Annual Report filed with the SEC on Form 10-KSB.  In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein.  The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full
year.  Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited consolidated financial
statements for 2007 as reported in the 10-KSB have been omitted.





Certain
prior period amounts have been reclassified to conform with the current period
presentation.





NOTE 2 -
EQUITY





During
the six months ended September 30, 2007 we issued:





·
            834,253 shares of stock valued at
      $231,164 to various individuals for consulting services. The value of the
      stock was based on the quoted market price on the date of
      grant.





·
            65,000 shares of stock valued at
      $26,000 for debt pursuant to a settlement agreement between ESSI and the
      third-party debtor. The value of the stock was based on the quoted market
      price on the date of grant. The $15,049 difference between the liability
      settled and the value of the stock was recognized as a gain on settlement
      of debt in accordance with SFAS No.
140.





NOTE 3 -
LITIGATION





We
were in dispute with another party over a leaseback purchase agreement for a
Hyperspectral Probe.  On March 23, 2005, ESSI entered into a
settlement agreement (2005 Settlement Agreement) with Accuprobe to return the
airborne hyperspectral sensor (Probe) and to settle the outstanding debt
obligations under the related capital lease. Under this agreement, ESSI was
required to return the Probe on or before August 31, 2005, and did so
in early 2007.  As the Probe was not returned by the August 2005
due date, ESSI was subject to a shipping, handling and disposition fee of
$250,000.  Interest related to the $250,000 began accruing on
September 2, 2005 at an annual rate of prime plus 4%.  In addition,
rent is being accrued at $250,000 per year beginning April 10,
2000.  Interest on unpaid rent accrued at a rate of prime plus 2%
through August 31, 2005 and was due quarterly. After August 31, 2005, interest
related to the unpaid rent ceased and was replaced with a 5% late fee calculated
on the entire balance due at the end of each month.














NOTE 4 -
GOING CONCERN





As shown
in the accompanying financial statements, we incurred a net loss of $2,760,005
for the six months ended September 30, 2007 and had an accumulated deficit of
$60,994,894 and a working capital deficit of $14,205,557 as of September 30,
2007.  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.





5
 Table of Contents





NOTE 5 –
NEW ACCOUNTING PRONOUNCEMENTS





In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109” (FIN 48). This Interpretation provides guidance on
recognition, classification and disclosure concerning uncertain tax liabilities.
The evaluation of a tax position requires recognition of a tax benefit if it is
more likely than not it will be sustained upon examination. We adopted this
Interpretation effective January 1, 2007. The adoption did not have a material
impact on our consolidated financial statements.





NOTE 6 –
SUBSEQUENT EVENTS





Subsequent
to September 30, 2007, we granted and issued 641,763 shares of common stock for
services valued at $49,176.  The stock was valued based on the quoted
market price on the date of grant.





6
 Table of Contents





MANAGEMENT'S DISCUSSION AND ANALYSIS


OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS





CORPORATE
FOCUS





In
December, 1985 we acquired all of the outstanding shares of common stock of a
privately held company known as Earth Search Sciences, Inc. (ESSI), a Utah
corporation formed on August 29, 1985.  We issued 13,639,600 shares of
its common stock in exchange for ESSI's outstanding shares.  This
merger was a reverse acquisition and accounted for as a pooling of
interests.  Accordingly, the assets and liabilities of the two
companies were combined at their recorded net book values.  ESSI's
principal assets were unpatented mining claims in Alaska that were acquired from
ESSI's incorporators at a cost of $126,715.  ESSI's operations were
the continuing operations of the Company, and ESSI was the entity which had
substance and control both before and after the merger.





We have
four wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum
Imaging, Inc., Geoprobe, Inc., and STDC, Inc. 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. All
subsidiaries except Petro Probe were inactive during fiscal 2006 and
2007.





The
Company utilizes an aircraft mounted hyperspectral remote sensing instrument to
gather precise geological data from the surface of the Earth. Solar energy is
reflected from surface materials and the instrument, called "Probe-1", captures
the data in digital form. The Probe-1 is a "whiskbroom style" instrument that
collects data in a cross-track direction by mechanical scanning and in an
along-track direction by movement of the airborne platform. The instrument acts
as an imaging spectrometer in the reflected solar region of the electromagnetic
spectrum (0.4 to 2.5 nm). In the VNIR and SWIR, the at-sensor radiance is
dispersed by four spectrographs onto four detector arrays. Spectral coverage is
nearly continuous in these regions with small gaps in the middle of the 1.4 and
1.9 nm atmospheric water bands. In order to avoid geometric distortions in the
recorded imagery, the Probe-1 is mounted on a 3 axis, gyro-stabilized mount.
Geolocation of nadir pixels is assisted by the recording of aircraft GPS
positional data and tagging each scan line with a time that is referenced to the
UTC time interrupts from the GPS receiver.





The
spectral data is processed to identify unique spectra in the image. The captured
and processed spectra are compared to a library of known material spectra called
"digital fingerprints" and the output allows the identification of mineral,
compounds and organic matter and the determination of vegetative
conditions.





In the
fiscal years from 2004 to 2006 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, and hydrocarbon target
identification tool produced revenues of $302,901, $192,297 and $258,843, in
fiscal 2006, 2005, and 2004, respectively.





In 1997
we began a two-year contract with Noranda Minerals Inc. to provide hyperspectral
remote sensing data over multi-continents The agreements called for a series of
flights for Noranda Mining and Exploration Inc. and its affiliates including
Falconbridge Limited (collectively, the "Noranda Group"). The agreements
provided the Noranda Group with an exclusive license to use the instruments for
commercial mining exploration, as long as the Noranda Group continued to
purchase remote sensing services from the Company in certain specified
quantities.  The Company was entitled to receive fees for services and
net smelter royalties or net profit interest royalties from certain discoveries
by the Noranda Group. The licensing agreement with the Noranda Group provided a
$1,000,000 equity investment in ESSI by way of 200,000 preferred shares,
convertible into 1,000,000 shares of common stock and an option to purchase
1,000,000 shares of ESSI common stock at a price of $2.00 per share. Targets
were flown in Chile, Peru and the North West Territories in Canada.





Since
1997, the Company has also collected and holds a substantial archive of Probe 1
imagery from Kazakhstan, Australia, British Columbia, Ontario, Quebec, Chile,
Mexico, California, Nevada, Arizona, Idaho, Montana, and Utah.  At the
present time the value of this data archive has not been independently appraised
nor is the value of this archive reflected in the financial
statements.





7
 Table of Contents





The
Company concluded a memorandum of agreement with Boeing that included the use of
a unique Boeing aircraft possessing exceptional slow flight characteristics to
be used in a variety of applications, the first being the flight over
Yellowstone National Park as part of a NASA/Yellowstone Ecosystems Studies
(Y.E.S.) project utilizing ESSI's Probe 1 hyperspectral imaging technology to
collect one meter data to be utilized in addressing riparian
issues.  Several test flights were performed during the period using
the Probe 1 technology onboard a Boeing heliocourier aircraft.





The
Company collected hyperspectral data for the Geosat Committee. The Geosat
committee was funded from contribution by major U.S. resource
companies.  The Committee was operated by the University of Texas at
El Paso under Director, Dr. Rebecca Dodge.  The project completed for
the Geosat's "Hyperspectal Group Shoot" provided Probe 1 hyperspectral imagery
to the oil and minerals exploration, environmental assessment, and agriculture
end-user community, for an evaluation by these communities of its application
potential.





The
Company teamed with the University of Idaho in a joint proposal to the Farm
Bureau and won a contract to overfly the Snake River Basin (Hell's
Canyon).  The Company also collected hyperspectral data for the
control and eradication of noxious weed intrusion.  The test results
were published and initial results proved that airborne hyperspectral imagery is
a useful tool for control of weeds, as well as providing information regarding
economic indicators pertaining to forecasting crop yield.





The
Company collected hyperspectral data for Desert Research Institute ("DRI") in
the Kelso Dunes area in southeastern California.  The project
completed for DRI was to detect change in arid vegetation cover using
Hyperspectral data in the region known as the Providence
Mountains.  Detection of disturbance in these regions would aid in
assessment of ecosystem status and global climate change. The remote sensing
data combined with ground measurements examined spectral changes occurring
concurrently with observed changes in percent green cover.





The
Company co-operated with the Dian Fossey Gorilla Fund International organization
to utilize hyperspectral remote sensing in a unique project to examine the
detail of vegetation in the gorillas' habitat in the jungles of
Rwanda.  Hyperspectral imagery revealed the abundance and distribution
of the gorillas' principal foods in the Virungas. This information was used to
determine the number of gorillas the habitat can support. National Geographic
Explorer chronicled the mission in a television documentary that was
subsequently played on numerous following dates.





In 1999
the company was approached by the US Navy to participate in a joint venture to
acquire ownership of a proposed remote sensing satellite. Under the direction of
Office of Naval Research's Naval Space Science and Technology Program Office,
the Naval EarthMap Observer (NEMO) satellite would be capable of meeting the
hyperspectral and panchromatic needs of many end users with timeliness and
spatial resolution improved over existing commercial systems. The Navy's
environmental models supporting operations in the littoral would be considerably
enhanced by hyperspectral imagery and data products provided by NEMO to improve
knowledge of the littoral environment with information on bathymetry, water
clarity and trafficability.





The ONR
signed an Other Transaction with the Space Technology Development Corporation
(STDC) of Arlington, VA to develop NEMO in conjunction with the Defense Advanced
Research Projects Agency (DARPA) Dual Use Applications Program (DUAP). DUAP is a
joint program of the Army, Navy, Air Force, DARPA, Director Defense Research and
Engineering (DDR&E), and the Deputy Under Secretary of Defense for
International and Commercial Programs.  Earth Search Sciences Inc.
subsequently acquired STDC and its prime contractor partner position with the
ONR. The project was to have a cost of approximately $150 million with the
private sector portion approximately one-half of that amount. Earth Search
Sciences Inc. undertook to meet the key funding milestone payments necessary to
ensure progress of the project.





The
Hyperspectral Imager (HSI) would sample over a 30 km swath width with a 60 m
ground sample distance (GSD) with the option to go to 30 m GSD by utilizing the
systems attitude control system to 'nod' (i.e. use a satellite pitch maneuver to
slow down the ground track of the field of view). A 5m panchromatic imager will
provide simultaneous high spatial resolution imagery (black & white
photography). A sunsynchronous circular orbit
of 600 km will allow continuous repeat coverage of the whole earth in 7 days
providing hyperspectral data over a 1,000,000 sq. km area each day.





8
 Table of Contents





The
combined HSI and panchromatic images would satisfy a number of requirements of
the commercial and science communities for moderate spatial and high spectral
resolution remote sensing data over land and water such as agriculture,
forestry, environmental monitoring , geology/mineralogy, hydrology and land use.
Specific areas of interest for the Navy included bathymetry, water clarity,
currents, oil slicks, bottom type, atmospheric visibility, tides,
bioluminescence, beach characterization, underwater hazards, total column
atmospheric water vapor, and detection and mapping of subvisible
cirrus.





It was
anticipated that NEMO would be launched in early 2002. Its subsequent data flow
would be in the order of 56 gigabytes per day. Much of the commercial
information was to be marketed through Earth Search Sciences Inc. 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 the agreement.





These
examples and others indicated the world-wide interest in the technology and a
bright future for the industry and Company. Unfortunately the advent of the
September 11, 2001 tragedy changed the approach of individual countries to the
acceptance of data collection over their borders and an industry-wide slow down
occurred as a result. The commercial interest in developing satellite technology
also changed as investors decided the risk level had dramatically increased due
to international tensions.





CURRENT
BUSINESS





As a
result of the changes in the market for geological remote sensing data, the
Company changed its strategy from operating as a service provider to
establishing a group of subsidiary companies focused on specific market
applications. Petro Probe, Inc. was a new subsidiary company formed for the oil
& gas industry while Geo Probe, Inc. was formed for mineral
exploration.





The
resurgence of the mining industry and the emphasis for new sources of supply for
oil and gas in recent years created a greater interest in using exploration
tools that were faster and more accurate. The new subsidiary companies would
seek joint ventures with partners who could provide technologies, human and
capital resources to synergize with the Company's assets. This strategy will
lead to the creation of more demand for ESSI's hyperspectral remote sensing
services while providing the company with prospects for more diversified revenue
generation.





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.  Contracts are being
sought in the following market segments: mining, hydrocarbon, agriculture,
ecological and environmental monitoring. With the advent of the world-wide
recognition for control of global-warming issues the Company will commence the
development of an environmentally focused marketing plan to portray the
advantages of airborne hyperspectral remote sensing to these market
segments.





SUBSIDIARY
COMPANIES





Petro
Probe, Inc.'s goal is to develop the competitive advantages of its resource
mapping capability, combine that with conventional hydrocarbon exploration tools
and then apply newer value-added technologies to identify good oil and gas
properties.





Geo
Probe, Inc. will use the hyperspectral mapping technology to find new mineral
deposits and monitor the environmental impact of active and past-producing
mines, mills, smelters, refineries and pipelines.  The Company’s
mapping agreement with Noranda Minerals provided the ability to develop and
prove these new approaches to mineral exploration.





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Geo Probe
has also attracted potential new alliance partners, Advanced
Exploration  Inc. and Geological  Business Inc., two
Canadian companies, have discussed the formation of
new  exploration  and mine development  business
with the Company. Further discussions are forthcoming.





Eco
Probe, Inc. was formed to pursue hyperspectral remote sensing applications in
the environmental industry.  The Company has strived to take 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
mineral 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.





The
Company formed Terranet, Inc. to act as an imagery product distribution conduit
and perform as the Company’s e-commerce content provider.
Recognizing  that
imagery  collected  today  and yesterday could be
sold repeatedly to multiple end users the Company's subsidiary company,
Terranet, completed the copyright design and testing of a database and internet
centered marketing system. Terranet anticipates new joint venture partners to be
available when the hyperspectral industry begins to grow again.





Of the
other ESSI wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum
Imaging, Inc., and Space Technology Development Corp.are inactive. Of the other
majority-owned consolidated subsidiaries: Earth Search Resources, Inc. and ESSI
Probe 1 LC are inactive.





Historically
ESSI's core business has been focused on collecting and processing airborne
hyperspectral data for the production of detailed surface maps. These maps
indicate the exact chemical and physical characteristics of all the materials
exposed on the surface of the Earth. The Company was one of the early pioneers
in developing the technology globally and has now served a number of clients in
various countries.





The
company realizes that opportunity exists in using the technology to discover
properties for mineral and hydrocarbon exploitation. It was a natural growth
step to create a strategy of developing subsidiary companies in key natural
resource markets wherein exploration discoveries could be maximized by
"in-house" development. The company is currently pursuing these avenues in the
mineral and oil and gas industries.





RESULTS
OF OPERATIONS





Our data
collection aircraft was grounded for repairs for FAA required maintenance in
2006 and was not operational during the first two fiscal quarters of
2008.  However, we generated revenue from the sale of certain
prove-data previously gathered.  As a result, our revenues for the
three and six months ended September 31, 2007 was $22,750 and $22,750,
respectively, compared to revenues of $43,250 and $91,429 for the same periods
of 2006.





Late fees
related to a settlement agreement were $1,006,668 and $1,866,708 for the three
and six month periods ended September 30, 2007, compared to $529,687 and
$977,749 for the same periods in 2006. The late fee is based on a 5% cumulative
fee, which increases each quarter due to the compounding effect.





Depreciation
and amortization expense was $32,966 and $67,905 for the three and six month
periods ended September 30, 2007, compared to $51,925 and $51,925 for the same
periods of 2006.





General
and administrative expenses were $318,496 and $640,535 for the three and six
month periods ended September 30, 2007, compared to $273,353 and $1,064,432 for
the corresponding periods of 2006.





Interest
expense for the three and six month periods ended September 30, 2007 was
$110,354 and $222,656, compared to interest expense of $310,908 and $424,446 for
the corresponding period in 2006.





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LIQUIDITY
AND CAPITAL RESOURCES





Net cash
used in operating activities was $329,967 for the six months ended September 30,
2007 compared to net cash provided by operating activities of $13,933 for the
six months ended September 30, 2006 resulting primarily from a net loss of
$2,760,005 during the six months ended September 30, 2007, net of certain
non-cash expenses.





Net cash
provided by financing activities was $316,130 for the six months ended September
30, 2007 compared to cash used of $49,007 for the same period of
2006.





During
the six months ended September 30, 2007, two stockholders, who are also the
primary management of the Company, loaned us $336,500. In addition, we received
$250,000 of cash from a subscription receivable both of which accounted for the
cash provided by financing activities.





We are
experiencing working capital deficiencies because of operating losses. We have
operated with funds received from the sale of common stock, the issuance of
notes and limited operating revenue. Our ability to continue as a going concern
is dependent upon continued debt or equity financings until or unless we are
able to generate cash flows to sustain ongoing operations. We plan to increase
the number of revenue producing services through the use of additional
hyperspectral instruments and thereby continue as a going
concern.  There can be no assurance that we can generate sufficient
operating cash flows or raise the necessary funds to continue as a going
concern.





FUTURE
OPERATIONS





The
Company is actively researching new exploration and exploitation technologies to
complement and integrate with its hyperspectral capabilities.





General
Synfuels International, Inc., (GSI) a Nevada private company, owns the
world-wide proprietary rights, patent, technology, construction plans and
materials and operational capability for a gasification process recover the oil
and gas from oil shale. Petro Probe, Inc. signed a non-exclusive license
agreement with GSI to obtain the use of these rights in a world-wide territory.
PPI will pay a license fee in the amount of Five Hundred Thousand United States
Dollars ($500,000) and shall issue to GSI 500,000 fully paid and non-assessable
shares of PPI Common Stock, $.001 par value per share.  PPI also
agreed to assign to GSI an overriding net revenue interest of five and one-half
percent (5 %) of the hydrocarbonaceous products produced by PPI, payable
quarterly.





PPI is
examining various oil shale sites in Colorado and Utah for a test plant. Five
acres of premium oil shale land is sought. The test plant is budgeted for
approximately $1.5 million as a first stage development cost. This will prove
the technology. The second and third stages will cost approximately $8 million
more at which time the plant could operate at full capacity. The time line for
completion of all stages is one year.





In its
search for new complementing technologies, PPI encouraged the creation of an
alliance with two other companies in oil shale R&D. Independent Energy
Partners, Inc. (IEP) and Phoenix Wyoming Inc., (PWI) both Colorado private
companies, have their own non-competitive interests in oil shale. IEP owns the
exclusive rights to a broad, patented Geothermic Fuel CellTM (GFC) method, (US
Patent No. 6,684,948 B1-Apparatus and Method For Heating Subterranean Formations
Using Fuel Cells), to economically produce oil and natural gas from
unconventional resources such as oil shale, while producing electricity as a
byproduct.  IEP also has acquired the mineral rights on property in
Rio Blanco County, Colorado on some of the richest "Mahogany Zone" oil shale
property in the world, holding an estimated 1.4-2.4 billion barrels of oil. PWI
owns certain proprietary intellectual property and methods designed to bring the
advantages of microwave technology to an oil shale borehole. This alliance
effort is being examined by the parties. Continuing its interest to maintain an
industry leadership positioning hyperspectral work ESSI is developing a joint
venture with Intellisense Corporation to design and construct a third generation
hyperspectral instrument design. This design is proposed in patent pending
application #0050046822 which the Company is negotiating an LOI position for
purchase. The new instrumentation would allow for faster, less expensive and
more precise data collection.





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The
capability to design and maintain new technologies is key to the Company's
success in future operations. It will be a vital component to allow continuing
exploration and exploitation of the Earth's natural resources.





The
Company has the knowledge and experience to build on the opportunities being
presented at this time.





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 a license to use the Company's hyperspectral instruments and
processing support. This strategy creates a ready market for the Company, as
well as positioning the Company to receive a royalty from any resource
development that occurs as a result of the subsidiaries' use of the Company's
instruments and technology. Additional capital will be raised for each
subsidiary by means of private placements or public offerings.





The
Company's intent is to create partnerships, strategic alliances, mergers or
acquisitions for the subsidiaries as the most expeditious and cost-effective way
to grow the commercial hyperspectral remote sensing market.





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 additional miniaturized remote sensing instruments and newer
generation airborne instruments to replace the current PROBE-1
model;





3.     the
integration of other advanced technology exploration instruments with
hyperspectral technology to offer clients a "one-stop" convenience;





4.     the
development of promising mineral, oil and gas properties;





5.     the
acquisition of licenses or options to new technologies for minerals or oil and
gas production that can assist the company to become a resource developer and
producer as well as an exploration oriented business.





The
company will continue to develop a market for its securities under the new
trading symbol ESSE.





LITIGATION





We
entered into a civil law suit in the United States District Court for the
Eastern District of Virginia as a plaintiff along with our subsidiary company,
Space Technology Development Corporation. The Company charged that The Boeing
Company caused the plaintiffs substantial damages as a direct result of their
breach of the covenant of good faith and fair dealing.





We were
in dispute with another party over a leaseback purchase agreement for a
Hyperspectral Probe.  On March 23, 2005, ESSI entered into a
settlement agreement (2005 Settlement Agreement) with Accuprobe to return the
airborne hyperspectral sensor (Probe) and to settle the outstanding debt
obligations under the related capital lease. Under this agreement, ESSI was
required to return the Probe on or before August 31, 2005













12
 Table of Contents





ITEM
3.  CONTROLS AND PROCEDURES





We carried out an evaluation, under the
supervision and with the participation of the our management, including the
Chairman and Chief Executive Officer of the Company and Chief Financial Officer
of the Company, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of
September 30, 2007. Based upon that evaluation, the Chairman and Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were not
effective. Specifically, in prior periods, some of the accounting entries
relating to accounts payable, accrued interest unrecorded debt, stock issued for
services, imputed interest, debt commissions and recognition of liabilities from
legal settlement required adjustment upon review by our independent auditors. We
undertook measures to remedy this situation by working with the auditors and
engaged an outside advisor to provide accounting advice and assistance with
implementing internal procedures to ensure that controls and procedures are
adequate and effective. These deficiencies were reported to our Board of
Directors with the intent to improve and strengthen our controls and
procedures.  As a result of the engagement of the outside advisor and
the assistance provided to us, there were no major adjustments made by our
independent auditors for the quarter ended September 30, 2007, based on their
review.






During the period, we engaged an
outside advisor to provide accounting and reporting advice and oversight. This
advisor reviewed the accounting entries and disclosures included this Form
10-QSB.  There has not been any change in our internal control over
financial reporting that occurred during the quarter ended September 30, 2007
that has materially affected, or that is reasonably likely to materially affect
our internal control over financial reporting.











PART
II


OTHER
INFORMATION REQUIRED





Item
      1.
            Legal
      proceedings





None





Item
      2.
            Unregistered sales of equity securities and use of proceeds


None





Item
      3.
            Defaults upon senior securities





None





Item
      4.
            Submission of matters to a vote of security holders





None





Item
      5.
            Other
      information





Not
applicable.




Item
      6.
            Exhibits





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 Table of Contents






Exhibit
      Number
            Description31.1
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)31.2
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)32.1
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)32.2
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
      herewith)











SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the
undersigned.





EARTH SEARCH SCIENCES, INC.Date:  April 21,
      2008
            /s/ Larry F.
      VanceLarry F. VancePrincipal Executive Officer








/s/
      Tami J. StoryTami J. StoryPrincipal Accounting Officer






14