SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM 10-QSB /Amendment No.
1




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




For the quarterly period
ended:  DECEMBER
31, 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 Identification
      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 x 
No o




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




The
number of shares outstanding of each of the registrant's classes of common
stock, as of February 8, 2007, covered by this report: 102,711,346
shares.  The registrant has only one class of common
stock.




Transitional Small
Business Disclosure Format (check one):    Yes o  No x







EXPLANATORY
NOTE


This
Amendment No.1 to Form 10QSB (“Amendment”) is filed to clarify certain
disclosures regarding the capital lease obligation with Accuprobe pursuant to
which the Registrant continues to accrue liabilities.  These revised
disclosures may be found on page 7 under the heading “Note 3 – Litigation” and
on page 14 under the heading “Litigation.





EARTH
SEARCH SCIENCES, INC.




TABLE
OF CONTENTS




FORM
10-QSB




QUARTER
ENDED DECEMBER 31, 2007




PART
I




FINANCIAL
INFORMATION




Item
      1. Consolidated Financial Statements (Unaudited)
            PageConsolidated
      Balance Sheets as of December 31, 2007 and March 31, 2007
            3Consolidated
      Statements of Operations for the three and nine months ended December 31,
      2007 and 2006
            4Consolidated
      Statements of Cash Flows for the nine months ended December 31, 2007 and
      2006
            5Consolidated
      Statement of Changes in Stockholders’ Deficit for the nine months ended
      December 31, 2007
            6Selected
      notes to consolidated financial statements
            7-8Item
      2. Management's Discussion and Analysis ofFinancial Condition
      and Results of Operations
            9-14Item
      3. Controls and Procedures
            14






PART
II




OTHER
INFORMATION REQUIRED




Item
      1. Legal Proceedings
            16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            16Item
      3. Defaults Upon Senior Securities
            16Item
      4. Submission of Matters of a Vote of Security Holders
            16Item
      5. Other information
            16Item
      6. Exhibits
            16  2




EARTH
SEARCH SCIENCES, INC.


CONSOLIDATED
BALANCE SHEETS


(UNAUDITED)




December
      31,
                2007
              
              
              March
      31,
                2007ASSETSCurrent
      assets:Cash
              
              $
              84,855
              
              
              $
              23,182Accounts
      receivable
              
              
              22,882
              
              
              
              132Loan
      costs, net of accumulated amortization of $222,983 and $199,998,
      respectively
              
              
              52,587
              
              
              
              28,225Total
      current assets
              
              
              160,324
              
              
              
              51,539Property
      and equipment, net accumulated depreciation  of $910,094 and
      $832,208, respectively
              
              
              232,058
              
              
              
              309,944TOTAL
      ASSETS
              
              $
              392,382
              
              
              $
              361,483LIABILITIESCurrent
      liabilities:Accounts
      payable
              
              $
              1,209,891
              
              
              $
              1,151,437Accrued
      expenses
              
              
              670,308
              
              
              
              733,917Accrued
      officers’ compensation
              
              
              1,327,986
              
              
              
              1,147,986Notes
      payable - current portion
              
              
              747,656
              
              
              
              836,618Settlement
      obligation
              
              
              8,686,824
              
              
              
              5,434,259Short-term
      debt – related parties
              
              
              2,885,182
              
              
              
              2,698,954Total
      current liabilities
              
              
              15,527,847
              
              
              
              12,003,171Notes
      payable less current portion
              
              
              344,469
              
              
              
              369,820Total
      liabilities
              
              
              15,872,316
              
              
              
              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;102,711,346
      and 96,327,474 shares issued and outstanding,
      respectively
              
              
              102,712
              
              
              
              96,328Additional
      paid-in capital
              
              
              47,237,282
              
              
              
              46,577,053Treasury
      stock
              
              
              (200,000
              )
              
              
              (200,000
              )Subscription
      receivable
              
              
              -
              
              
              
              (250,000
              )Accumulated
      deficit
              
              
              (62,619,928
              )
              
              
              (58,234,889
              )Total
      stockholders’ deficit
              
              
              (15,479,934
              )
              
              
              (12,011,508
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              392,382
              
              
              $
              361,483


See
accompanying notes to consolidated financial statements.


3


EARTH
SEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)






Three
      months ended
              December
      31,
            
            
            Nine
      months ended
              December
      31,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            22,750
            
            
            $
            91,429Operating
      expensesLate
      fees related to settlement agreement
            
            
            1,176,390
            
            
            
            658,748
            
            
            
            3,043,098
            
            
            
            1,833,353Depreciation
      and amortization
            
            
            25,962
            
            
            
            27,048
            
            
            
            77,886
            
            
            
            78,973General
      and administrative
            
            
            242,509
            
            
            
            189,377
            
            
            
            883,044
            
            
            
            1,131,227Total
      expenses
            
            
            1,444,861
            
            
            
            875,173
            
            
            
            4,004,028
            
            
            
            3,043,553Loss
      from operations
            
            
            (1,444,861
            )
            
            
            (875,173
            )
            
            
            (3,981,278
            )
            
            
            (2,952,124
            )Other
      income (expense)Gain
      on settlement of debt
            
            
            -
            
            
            
            -
            
            
            
            15,049
            
            
            
            --Interest
      expense
            
            
            (180,173
            )
            
            
            (46,477
            )
            
            
            (418,810
            )
            
            
            (470,923
            )Net
      loss
            
            $
            (1,625,034
            )
            
            $
            (921,650
            )
            
            $
            (4,385,039
            )
            
            $
            (3,423,047
            )Basic
      and diluted:Loss
      per share
            
            $
            (0.02
            )
            
            $
            (0.01
            )
            
            $
            (0.05
            )
            
            $
            (0.04
            )Weighted
      average common shares outstanding
            
            
            98,444,611
            
            
            
            81,281,201
            
            
            
            97,361,464
            
            
            
            80,574,567




See
accompanying notes to consolidated financial statements.




4




EARTH
SEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)






Nine
      Months EndedDecember
      31,2007
            
            
            2006CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (4,385,039
            )
            
            $
            (3,423,047
            )Adjustments
      to reconcile net loss to cash used in operating
      activities:Depreciation
      and amortization
            
            
            77,886
            
            
            
            78,973Amortization of deferred finance costs
            
            
            22,985
            
            
            
            137,258Imputed
      interest
            
            
            33,854
            
            
            
            -Common
      stock issued for services
            
            
            246,759
            
            
            
            753,833Gain
      on settlement of debt
            
            
            (15,049
            )
            
            
            -Changes
      in assets and liabilities:Accounts
      receivable
            
            
            (22,750
            )
            
            
            16,839Accrued
      interest – related party
            
            
            162,083
            
            
            
            -Accounts
      payable and accrued expenses
            
            
            35,894
            
            
            
            70,012Accounts
      payable – related party
            
            
            -
            
            
            
            416,427Accrued
      officers compensation
            
            
            180,000
            
            
            
            178,917Accrued
      settlement liability
            
            
            3,252,565
            
            
            
            1,810,082NET
      CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
            
            
            (410,812
            )
            
            
            39,294CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from stockholder loans
            
            
            341,500
            
            
            
            -Payment
      on stockholder loans
            
            
            (317,355
            )
            
            
            -Proceeds
      from subscription receivable
            
            
            250,000
            
            
            
            -Financing
      costs
            
            
            (47,347
            )
            
            
            -Proceeds
      from issuance of common stock
            
            
            360,000
            
            
            
            -Payment
      on long-term debt
            
            
            (114,313
            )
            
            
            (49,007)NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            472,485
            
            
            
            (49,007
            )NET
      DECREASE IN CASH
            
            
            61,673
            
            
            
            (9,713
            )CASH
      AT BEGINNING OF PERIOD
            
            
            23,182
            
            
            
            40,900CASH
      AT END OF PERIOD
            
            $
            84,855
            
            
            $
            31,187SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
            
            $
            92,407
            
            
            $
            -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.


5


EARTH
SEARCH SCIENCES, INC.


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT


Nine
months ended December 31, 2007


(Unaudited)




Common
              Shares
            
            
            Stock
              Amount
            
            
            Additional
              Paid-in
              Capital
            
            
            Treasury
              Stock
            
            
            Subscription
              Receivable
            
            
            Accumulated
              Deficit
            
            
            TotalBalances
      at March 31, 2007
            
            
            96,327,474
            
            
            $
            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
            
            
            976,016
            
            
            
            977
            
            
            
            245,782
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            246,759Issuance
      of common stock for cash
            
            
            5,342,856
            
            
            
            5,342
            
            
            
            354,658
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            360,000Imputed
      interest
            
            
            
            
            
            
            
            
            
            
            33,854
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            33,854Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            (4,385,039
            )
            
            
            (4,385,039
            )Balances
      at June 30, 2007
            
            
            102,711,346
            
            
            $
            102,712
            
            
            $
            47,237,282
            
            
            $
            (200,000
            )
            
            $
            -
            
            
            $
            (62,619,928
            )
            
            $
            (15,479,934
            )




See
accompanying notes to consolidated financial statements.


6


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 nine months ended December 31, 2007 we issued:





·
            976,016
      shares of stock valued at $246,759 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.




·
            5,342,857
      shares of stock valued at $360,000 to various individuals for
      cash.




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.  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 began accruing at $250,000 per year
beginning April 10, 2000 with interest on any unpaid rent accruing at a rate of
prime plus 2% through August 31, 2005. 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.




We have
been unsuccessful in our attempts to contact Accuprobe for return of the probe.
As a result, in January 2007, we shipped the probe to an acquaintance of
Accuprobe with instructions to hold the probe until Accuprobe provides further
instructions. Because we have been unable to reach Accuprobe regarding our
return of the probe, we have continued to accrue rents, interest and late fees. Under
the 2005 Settlement Agreement, we had accrued $8,686,824 in rents, interest and
late fees as of December 31, 2007. The estimated settlement obligation increased
$3,252,565 as of December, 31, 2007, compared to the March 31, 2007 balance.
This increase is related to interest expense of $21,967, rent expense of
$187,500 and late fees of $3,043,098. Rent and interest expense are reflected in
general and administrative expense for the three and nine months ended December
31, 2007 and 2006.


7




NOTE
4 - GOING CONCERN




As
shown in the accompanying financial statements, we incurred a net loss of
$4,385,039 for the nine months ended December 31, 2007 and had an accumulated
deficit of $62,619,928 and a working capital deficit of $15,367,523 as of the
same period.  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 and or loans to the
Company.  The financial statements do not include any adjustments that
might be necessary if ESSI is unable to continue as a going
concern.




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.




8


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), aUtahcorporation
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 inAlaskathat
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 theUnited
Statesand
abroad.  Contracts to operate the sensors in theUnited
Statesas
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 inChile,Peruand
theNorth
WestTerritoriesinCanada.




Since
1997, the Company has also collected and holds a substantial archive of Probe 1
imagery fromKazakhstan,Australia,British
Columbia,Ontario,Quebec,Chile,Mexico,California,Nevada,Arizona,Idaho,Montana,
andUtah.  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.




9




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 majorU.S.resource
companies.  The Committee was operated by theUniversityofTexasatEl
Pasounder
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 theUniversityofIdahoin
a joint proposal to the Farm Bureau and won a contract to overfly theSnakeRiver
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 southeasternCalifornia.  The
project completed for DRI was to detect change in arid vegetation cover using
Hyperspectral data in the region known as theProvidenceMountains.  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 ofRwanda.  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) ofArlington,VAto
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.




10




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 sun-synchronous 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.




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.




Typically,
the highest  demand for collection services like the
Company’s  are from 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.




ESSI
has 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.




11




The
other ESSI wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum
Imaging, Inc., Geo Probe, Eco Probe 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 has not been operational during the first three fiscal quarters of
2008.  However, we generated a small amount of revenue from the sale
of certain prove-data previously gathered.  As a result, our revenues
for the three and nine months ended December 31, 2007 was $0 and $22,750,
respectively, compared to revenues of $0 and $91,429 for the same periods of
2006.




Late fees
related to a settlement agreement were $1,176,390 and $3,043,098 for the three
and nine month periods ended December 31, 2007, compared to $658,748 and
$1,833,353 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 $100,871 for the three and nine month
periods ended December 31, 2007, compared to $27,048 and $78,973 for the same
periods of 2006.




General
and administrative expenses were $242,509 and $883,044 for the three and nine
month periods ended December 31, 2007, compared to $189,377 and $1,131,227 for
the corresponding periods of 2006.




Interest
expense for the three and nine month periods ended December 31, 2007 was
$173,169 and $395,825, compared to interest expense of $46,477 and $470,923 for
the corresponding period in 2006.




LIQUIDITY
AND CAPITAL RESOURCES




Net
cash used in operating activities was $410,812 for the nine months ended
December 31, 2007 compared to net cash provided by operating activities of
$39,294 for the nine months ended December 31, 2006 resulting primarily from a
net loss of $4,385,039 during the nine months ended December 31, 2007, net of
certain non-cash expenses.




Net
cash provided by financing activities was $472,485 for the nine months ended
December 31, 2007 compared to cash used of $49,007 for the same period of
2006.




During
the nine months ended December 31, 2007, two stockholders, who are also the
primary management of the Company, provided us with loans for net proceeds of
$24,145. In addition, we received $250,000 of cash from a subscription
receivable and received $360,000 in a private placement all 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.




12




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) aNevadaprivate
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 inColoradoandUtahfor
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) bothColoradoprivate
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 inRio
Blanco County,Coloradoon
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.




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.




13




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.  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 began accruing at $250,000 per year
beginning April 10, 2000 with interest on any unpaid rent accruing at a rate of
prime plus 2% through August 31, 2005. 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.




We
have been unsuccessful in our attempts to contact Accuprobe for return of the
probe. As a result, in January 2007, we shipped the probe to an acquaintance of
Accuprobe with instructions to hold the probe until Accuprobe provides further
instructions. Because we have been unable to reach Accuprobe regarding our
return of the probe, we have continued to accrue rents, interest and late
fees. Under the 2005 Settlement Agreement, we had accrued
$8,686,824 in rents, interest and late fees as of December 31, 2007. The
estimated settlement obligation increased $3,252,565 as of December, 31, 2007,
compared to the March 31, 2007 balance. This increase is related to interest
expense of $21,967, rent expense of $187,500 and late fees of $3,043,098. Rent
and interest expense are reflected in general and administrative expense for the
three and nine months ended December 31, 2007 and
2006.







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 the end of the period covered by this report.
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,
our auditors identified adjustments relating to accounts payable, accrued
interest unrecorded debt, stock issued for services, imputed interest, debt
commissions and recognition of liabilities from legal settlement.




14




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 December 31,
2007.




In
the second quarter of 2007, we engaged an outside advisor to provide accounting
and reporting advice and oversight. This advisor reviewed the accounting entries
and disclosures included in this Form 10-QSB.  There have been no
other changes in our internal control over financial reporting that occurred
during the period covered by this report that has materially affected, or that
is reasonably likely to materially affect our internal control over financial
reporting.




15





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




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)


16




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








Date:   April
      21 , 2008
            /s/  Tami
      J. StoryTami
      J. StoryPrincipal
      Accounting Officer






17