================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

               For the quarterly period ended: September 30, 2002
                           Commission File No. 0-19566

                           EARTH SEARCH SCIENCES, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Utah                                              87-0437723
(State or other Jurisdiction of                             (IRS Employer ID)
 Incorporation or Organization)


                  1729 Montana Highway 35, Kalispell, MT 59901
          (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

The number of shares outstanding of each of the registrant's classes of common
stock, as of November 12, 2002, covered by this report: 177,061,208 shares. The
registrant has only one class of common stock.
================================================================================
<PAGE>

                           EARTH SEARCH SCIENCES, INC.
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002

                                     PART I

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS

Item 1. Consolidated Financial Statements                                  Page

            Consolidated Balance Sheets as of September 30, 2002,
              (unaudited) and March 31, 2002.                                3

            Consolidated Statements of Loss for the Three and Six
              Months Ended September 30, 2002 and 2001 (unaudited).          4

            Consolidated Statements of Cash Flows for the Six
              Months Ended September 30, 2002 and 2001 (unaudited).          5

            Selected Notes to Consolidated Financial Statements.            6-9

Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations                10-12

Item 3. Quantitative and Qualitative Disclosures about
               Market Risk                                                  12

                                     PART II

                           OTHER INFORMATION REQUIRED

Item 1.     Legal Proceedings                                               13
Item 2.     Changes in Securities                                           13
Item 3.     Defaults Upon Senior Securities                                 13
Item 4.     Submission of Matters of a Vote of Security Holders             13
Item 5.     Other information                                               13
Item 6.     Exhibits and Reports on Form 8-K                                13


                                        2
<PAGE>

EARTH SEARCH SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE><CAPTION>

                                                           September 30,      March 31,
                                                               2002             2002
                                                           ------------     ------------
Assets                                                      (unaudited)
Current assets:
<S>                                                        <C>              <C>
    Cash                                                   $    343,270     $     66,681
    Accounts receivable, net                                  1,207,524        1,205,175
    Other current assets                                         70,735          134,155
                                                           ------------     ------------
Total current assets                                          1,621,529        1,406,011
Property and equipment, net                                   5,323,529        5,690,580
                                                           ------------     ------------
Total assets                                               $  6,945,058     $  7,096,591
                                                           ============     ============
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
    Notes payable                                          $     90,480     $    440,387
    Capital lease obligation                                  3,370,482        3,277,415
    Deferred officers' compensation                                --            423,641
    Accounts
payable                                                       8,729,270        8,620,402
    Accrued expenses                                            119,752          212,773
    Accrued interest                                            409,551          498,928
    Investor deposit                                            377,215          190,000
    Deferred revenue                                             69,416             --
                                                           ------------     ------------
Total current liabilities                                    13,166,166       13,663,546
                                                           ------------     ------------
Long-term liabilities:
    Notes payable less current portion                        1,022,085        1,033,698
    Shareholder loans                                         1,032,844        1,256,844
    Deferred officers' compensation                           2,392,718        2,215,094
                                                           ------------     ------------
Total liabilities                                            17,613,813       18,169,182
Minority interest                                                80,507          219,759
Commitments and contingencies                                      --               --
Redeemable common stock, $.001 par value                         17,981           17,981
Nonredeemable shareholders' (deficit) equity:
    Series A preferred stock; 200,000 shares
     authorized, issued and outstanding;
     liquidation preference $1,000,000                        1,000,000        1,000,000
    Common stock, $.001 par value; 200,000,000
     shares authorized; 176,255,568 and 158,775,576
     shares, respectively, issued and outstanding               176,256          158,776
    Additional paid-in capital                               34,527,937       32,697,066
    Treasury stock                                             (200,000)        (200,000)
    Accumulated deficit                                     (46,271,436)     (44,966,173)
                                                           ------------     ------------
                                                            (10,767,243)     (11,310,331)
                                                           ------------     ------------
Total liabilities and shareholders' (deficit)              $  6,945,058     $  7,096,591
                                                           ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>

EARTH SEARCH SCIENCES, INC.
CONSOLIDATED STATEMENTS OF LOSS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                             For the Three Months                 For the Six Months
                                              Ended September 30,                 Ended September 30,
                                        ------------------------------      ------------------------------
                                             2002             2001               2002             2001
                                        -------------    -------------      -------------    -------------
<S>                                     <C>              <C>                      <C>        <C>
Revenue                                 $     351,420    $     977,679      $     432,199    $   2,499,748
Costs of revenue                              263,470          863,412            322,879        2,739,338
                                        -------------    -------------      -------------    -------------
Gross margin (deficit)                         87,950          114,267            109,320         (239,590)
Expenses
    General and administrative                595,841        1,072,057          1,169,683        1,772,471
    Non-cash compensation                       3,656            3,656              7,312            7,312
                                        -------------    -------------      -------------    -------------
                                              599,497        1,075,713          1,176,995        1,779,783
Loss from operations                         (511,547)        (961,446)        (1,067,675)      (2,019,373)
Other income (expense)
 Interest income                                    6            2,431                 67            4,175
 Interest expense                            (182,617)        (193,261)          (376,907)        (336,857)
                                        -------------    -------------      -------------    -------------
Loss before minority interest                (694,158)      (1,152,276)        (1,444,515)      (2,352,055)
Minority interest in losses of                                                                consolidated
  subsidiaries                                 76,504           75,968            139,252          190,227
                                        -------------    -------------      -------------    -------------
Net loss                                $    (617,654)   $  (1,076,308)     $  (1,305,263)   $  (2,161,828)
                                        =============    =============      =============    =============
Shares applicable to basic and            175,824,623      154,219,439        170,213,587      154,205,735
diluted loss per share
Basic and diluted loss per share        $       (0.00)   $       (0.01)     $       (0.01)   $       (0.01)
</TABLE>









   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

EARTH SEARCH SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
                                                                     For the Six Months
                                                                     Ended September 30,
                                                                    2002            2001
                                                                -----------     -----------
Cash flows from operating activities:
<S>                                                             <C>             <C>
  Net loss                                                      $(1,305,263)    $(2,161,828)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
  Non cash compensation expense                                       7,312           7,312
  Issuance of common stock for services and interest expense         66,928          20,502
  Loss attributed to minority interest                             (139,252)       (190,227)
  Depreciation, amortization and depletion                          307,332         220,437
  Write off capitalized costs on oil and gas properties              23,943         466,522
  Changes in assets and liabilities:
    Accounts receivable                                              (2,349)         22,024
    Other current assets                                             63,420        (108,548)
    Accounts payable and accrued expenses                            15,847         513,338
    Accrued interest                                                161,923         190,286
    Deferred officers' compensation                                 194,861         233,792
    Deferred revenue                                                 69,416            --
                                                                -----------     -----------
Net cash used in operating activities                              (535,882)       (786,390)
                                                                -----------     -----------
Cash flow from investing activities:
  Capital expenditures                                              (80,846)       (812,236)
                                                                -----------     -----------
Net cash used in investing activities                               (80,846)       (812,236)
                                                                -----------     -----------
Cash flows from financing activities:
  Repayments on notes payable                                       (11,520)        (12,176)
  Issuance of common stock for cash                                 300,000            --
  Proceeds from shareholder loans                                     1,000       1,469,000
  Proceeds from sale of interests in mineral properties             116,622            --
  Proceeds from investor deposit                                    187,215            --
  Proceeds from sale of common stock of subsidiary                  300,000            --
                                                                -----------     -----------
Net cash provided by financing activities                           893,317       1,456,824
                                                                -----------     -----------
Net increase (decrease) in cash                                     276,589        (141,802)
Cash at beginning of period                                          66,681         367,902
                                                                -----------     -----------
Cash at end of period                                           $   343,270     $   226,100
                                                                ===========     ===========
Interest paid                                                   $    80,205     $    88,913
                                                                ===========     ===========
Non-cash investing and financing activities:
  Conversion of notes payable, shareholder loans and
  related accrued interest to common stock                      $   733,233     $      --
                                                                ===========     ===========
  Settlement of deferred officers' compensation with
  common stock                                                  $   440,878     $      --
                                                                ===========     ===========
Capital asset acquired with common stock                        $      --       $   250,000
                                                                ===========     ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                        5
<PAGE>

                           EARTH SEARCH SCIENCES, INC

               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2002 (unaudited)

1. FINANCIAL STATEMENTS

The unaudited consolidated financial statements of Earth Search Sciences, Inc.
(the Company) have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
The results of operations for interim periods are not necessarily indicative of
the results to be expected for the entire fiscal year ending March 31, 2003. The
accompanying unaudited consolidated financial statements and related notes
should be read in conjunction with the audited consolidated financial statements
and the Form 10-K of the Company for its fiscal year ended March 31, 2002.

2. GOING CONCERN

The Company is experiencing working capital deficiencies because of operating
losses and capital expenditures. The Company and its subsidiaries have operated
with funds received from the sale of its common stock, sale of common stock of
subsidiaries, sale of interest in mineral properties, the issuance of notes and
operating revenue. The ability of the Company to continue as a going concern is
dependent upon continued debt or equity financings until or unless the Company
is able to generate sufficient operating cash flows to sustain ongoing
operations. The Company plans to increase the number of revenue producing
services by executing its sales and marketing plan and thereby continue as a
going concern. There can be no assurance that the Company can generate
sufficient operating cash flows or raise the necessary funds to continue as a
going concern.

3. NEW ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS 121, Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of, and
APB Opinion 30, Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions, for segments of a business to be disposed of.
SFAS 144 is effective for fiscal years beginning after December 15, 2001. The
initial application of SFAS 142 did not have a material effect on the Company's
financial statements.

The FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections, on April 30,
2002. Statement No. 145 rescinds Statement No.4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, Reporting the Results of Operations - reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions in determining the classification
of gains and losses resulting from the extinguishments of debt. Statement No.
145 is effective for fiscal years beginning after May 15, 2002. The Company is
currently evaluating the requirements and impact of this statement on its
results of operations and financial position.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). The Company will be
required to adopt this statement for exit or disposal activities that are
initiated after December 31, 2002. The Company is currently evaluating the
potential effect of the initial application of SFAS 146 on its consolidated
financial statements.

                                        6
<PAGE>

4. NAVAL EARTHMAP OBSERVER (NEMO) PROJECT

The Company, through a wholly owned subsidiary, in cooperation with the
Department of the Navy's Office of Naval Research (ONR) and several commercial
partners, has worked on developing a remote-sensing instrument to be mounted on
a satellite, Naval EarthMap Observer (NEMO).

In May 2002, the Company received notification from the ONR indicating that the
performance period for the agreement governing the NEMO project had ended and
that it was time to initiate close-out procedures, which include accounting for
the distributions of federal funds under the agreement and accounting for and
disposing of all real property and equipment acquired under the agreement.
Further, the ONR requested the Company to provide an audited record of all
distributions of federal and non-federal funds under the agreement. The Company
is waiting for an audit date to be set by the ONR and the Defense Contract Audit
Agency.

Management anticipates that after the close-out procedures and the related audit
of project distributions, the Company may have an opportunity to enter into a
new agreement with the ONR relating to the NEMO project. Further, management has
reason to believe that given the Company's significant contribution to the NEMO
project to date, any future agreement with the ONR would most likely include
appropriate compensation and reimbursement. The ONR is unwilling to formally
discuss this possibility until after the completion of the close-out audit.

Given the uncertainty surrounding the future of the NEMO project, the Company
reevaluated the carrying value of the costs incurred in the development of the
remote sensing instrument and satellite. Under the direction of current
accounting pronouncements, the Company determined that the asset was impaired
and recognized a loss on the long-lived asset of $13,010,364 as of March 31,
2002.

As of September 30, 2002, accounts receivables include $808,436 due from the ONR
as reimbursement for certain subcontract costs, which the Company believes were
approved by the ONR for payment with federal funds. The ONR has questioned
$649,839 of this balance and refuses reimbursement until the conclusion of the
NEMO project close-out audit. Management is confident that the Company has
accounted for the disbursements of federal funds properly, but it is possible
that the amount in question may not ultimately be reimbursed by the ONR.

Included in accounts payable as of September 30, 2002 and March 31, 2002 is
$7,669,852 and $7,682,394, respectively, of accounts payable to NEMO
subcontractors and vendors. These liabilities are payables of the subsidiary and
are not guaranteed by Earth Search Sciences, Inc.

5. MINERAL PROPERTIES

In the second quarter of fiscal 2003, the Company incurred additional
expenditures on existing working interests in oil and gas properties of $432.
Also in the second quarter of 2003, the Company wrote-off $23,943 of previously
capitalized costs due to an unsuccessful drilling on one site within an oil and
gas project. In the first quarter of fiscal 2003, the Company incurred
additional expenditures on existing working interests in oil and gas properties
of $27,279. Also in the first quarter of 2003, the Company sold portions of two
(2) properties to an outside investor for $116,622. Based on the agreements for
the Company's oil and gas working interests, the Company will proportionately
share in future revenues as well as future exploration, drilling and operating
costs. For new drillings on existing properties, the Company will have the right
but not the obligation to participate in new drilling efforts. On a case by case
basis the Company will determine whether or not to participate in these new
drilling efforts.


6. OPERATING SEGMENT AND GEOGRAPHIC INFORMATION

       Business Segment Information Year to Date as of September 30, 2002
<TABLE><CAPTION>
                                             Airborne                                                  Adjustments
                                          Hyperspectral     Satellite    Oil and Gas       Other           and
                                             Services      Development    Properties     Industries    Eliminations     Combined
                                           ------------   ------------   ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
Revenue                                    $    264,396   $       --     $    167,803   $       --     $       --     $    432,199
                                           ============   ============   ============   ============   ============   ============
Operating Loss                             $   (710,666)  $   (281,418)  $      7,748   $    (83,339)  $       --     $ (1,067,675)
                                           ============   ============   ============   ============   ============   ============
Interest income                            $         16   $         51   $       --     $       --     $       --     $         67
Interest expense                               (167,737)      (209,170)          --             --             --         (376,907)
Loss from continuing operations
  before income taxes and minority
  interests                                    (878,387)      (490,537)         7,748        (83,339)          --       (1,444,515)
Identifiable assets at 9/30/2002           $  4,526,903   $  1,169,014   $  1,137,492   $    111,649   $       --     $  6,945,058
                                           ============   ============   ============   ============   ============   ============
Total Assets at 9/30/2002                          --             --             --             --             --     $  6,945,058
                                                                                                                      ============
Depreciation, amortization and
  depletion for the period
  ended 9/30/2002                          $    276,834   $      3,447   $     26,189   $        862   $       --     $    307,332
                                           ============   ============   ============   ============   ============   ============
Capital expenditures for the period
  ended 9/30/2002                          $     52,635   $       --     $     28,211   $       --     $       --     $     80,846
                                           ============   ============   ============   ============   ============   ============

       Business Segment Information Year to Date as of September 30, 2001

                                             Airborne                                                  Adjustments
                                          Hyperspectral     Satellite    Oil and Gas       Other           and
                                             Services      Development    Properties     Industries    Eliminations     Combined
                                           ------------   ------------   ------------   ------------   ------------   ------------
Revenue                                    $    167,156   $  2,115,413   $    217,179   $       --     $       --     $  2,499,748
                                           ============   ============   ============   ============   ============   ============
Operating Loss                             $   (445,314)  $   (881,312)  $   (448,383)  $   (244,364)  $       --     $ (2,019,373)
                                           ============   ============   ============   ============   ============   ============
Interest income                            $      2,055   $      2,120   $       --     $       --     $       --     $      4,175
Interest expense                                (72,030)      (264,827)          --             --             --         (336,857)
Loss from continuing operations
  before income taxes and minority
  interests                                    (515,289)    (1,144,019)      (448,383)      (244,364)          --       (2,352,055)
Identifiable assets at 9/30/2001           $  4,927,419   $ 13,501,475   $  1,489,222   $    112,008   $       --     $ 20,030,124
                                           ============   ============   ============   ============   ============   ============
Total Assets at 9/30/2001                          --             --             --             --             --     $ 20,030,124
                                                                                                                      ============
Depreciation, amortization and
  depletion for the period
  ended 9/30/2001                          $    194,250   $       --     $     25,325   $        862   $       --     $    220,437
                                           ============   ============   ============   ============   ============   ============
Capital expenditures for the period
  ended 9/30/2001                          $     36,597   $    468,476   $    557,163   $       --     $       --     $  1,062,236
                                           ============   ============   ============   ============   ============   ============
</TABLE>


                                        8
<PAGE>



6. OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (continued)

           Business Segment Information for Second Quarter Fiscal 2003
<TABLE><CAPTION>
                                             Airborne                                                  Adjustments
                                          Hyperspectral     Satellite    Oil and Gas       Other           and
                                             Services      Development    Properties     Industries    Eliminations     Combined
                                           ------------   ------------   ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
Revenue                                    $    241,996   $       --     $    109,424   $       --     $       --     $    351,420
                                           ============   ============   ============   ============   ============   ============
Operating Loss                             $   (461,675)  $   (100,240)  $     27,411   $     22,957   $       --     $   (511,547)
                                           ============   ============   ============   ============   ============   ============
Interest income                            $          6   $       --     $       --     $       --     $       --     $          6
Interest expense                                (76,468)      (106,149)          --             --             --         (182,617)
Loss from continuing operations
  before income taxes and minority
  interests                                    (538,137)     (206,389)         27,411         22,957           --         (694,158)
Identifiable assets at 9/30/2002           $  4,526,903   $ 1,169,014    $  1,137,492   $    111,649   $       --     $  6,945,058
                                           ============   ============   ============   ============   ============   ============
Total Assets at 9/30/2002                          --             --             --             --             --     $  6,945,058
                                                                                                                      ============
Depreciation, amortization and
  depletion for the period
  ended 9/30/2002                          $    139,537   $      3,447   $     12,912   $        431   $       --     $    156,327
                                           ============   ============   ============   ============   ============   ============
Capital expenditures for the period
  ended 9/30/2002                          $     47,635   $       --     $        432   $       --     $       --     $     48,067
                                           ============   ============   ============   ============   ============   ============

           Business Segment Information for Second Quarter Fiscal 2002

                                             Airborne                                                  Adjustments
                                          Hyperspectral     Satellite    Oil and Gas       Other           and
                                             Services      Development    Properties     Industries    Eliminations     Combined
                                           ------------   ------------   ------------   ------------   ------------   ------------
Revenue                                    $    131,000   $    744,994   $    101,685   $       --     $       --     $    977,679
                                           ============   ============   ============   ============   ============   ============
Operating Loss                             $    (33,533)  $   (796,231)  $        521   $   (132,203)  $       --     $   (961,446)
                                           ============   ============   ============   ============   ============   ============
Interest income                            $      1,462   $        969   $       --     $       --     $       --     $      2,431
Interest expense                                (64,257)      (129,004)          --             --             --         (193,261)
Loss from continuing operations
  before income taxes and minority
  interests                                     (96,328)      (924,266)           521       (132,203)          --       (1,152,276)
Identifiable assets at 9/30/2001           $  4,927,419   $ 13,501,475   $  1,489,222   $    112,008   $       --     $ 20,030,124
                                           ============   ============   ============   ============   ============   ============
Total Assets at 9/30/2001                          --             --             --             --             --     $ 20,030,124
                                                                                                                      ============
Depreciation, amortization and
  depletion for the period
  ended 9/30/2001                          $    137,447   $       --     $     12,540   $        431   $       --     $    150,418
                                           ============   ============   ============   ============   ============   ============
Capital expenditures for the period
  ended 9/30/2001                          $     31,102   $    421,309   $    410,001   $       --     $       --     $    862,412
                                           ============   ============   ============   ============   ============   ============
</TABLE>

7. NET LOSS PER SHARE

Basic loss per share is based on the weighted average number of shares
outstanding during each quarter and income available to common shareholders.
Loss per share assuming dilution is based on the assumption that outstanding
stock options were exercised. The weighted average shares for computing basic
loss per share were 175,824,623 and 154, 219,439 for the three months ended
September 30, 2002 and 2001, respectively, and 170,213,587 and 154,205,735 for
the six months ended September 30, 2002 and 2001, respectively. At September 30,
2002 and 2001, 17,075,000 and 17,575,500 stock options were exercisable,
respectively. Because of the net loss for the six months ended September 30,
2002 and 2001, potentially dilutive common stock issuances were not included in
the calculation of diluted loss per share as their inclusion would be
anti-dilutive.

                                        9
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Based on the results on the past operations, the capital markets and the markets
for satellite remote sensing, the Company has determined that it shall focus its
business on Airborne Hyperspectral Services on a going forward basis. In the
Airborne Hyperspectral Services business segment in the second quarter of 2002,
the Company projects were environmental and governmental agency related
contracts and sales of archive data. Hyperspectral revenues increased from
$22,400 in the first quarter to $241,996 in the second quarter. The Company's
revenues from Airborne Hyperspectral Services are seasonal in nature because the
angle of the sun makes collections difficult in certain parts of North America
during the Company's third and fourth fiscal quarters.

Included in the financial statements of the Company is Space Technology
Development Corporation (STDC), which was acquired on December 21, 1999.

STDC was developing a remote sensing satellite in cooperation with the U.S. Navy
and several corporate partners under the congressionally sanctioned Joint Dual
Use Applications Program (JDUAP). This joint development provided for a
long-term cooperative relationship with the U.S. Navy and substantial federal
funding for what would have been a commercially owned and operated hyperspectral
remote sensing satellite called the Naval EarthMap Observer (NEMO).

In May 2002, the Company received notification from the ONR indicating that the
performance period for the agreement governing the NEMO project had ended and
that it was time to initiate close-out procedures, which include accounting for
the distributions of federal funds under the agreement and accounting for and
disposing of all real property and equipment acquired under the agreement.
Further, the ONR requested the Company to provide an audited record of all
distributions of federal and non-federal funds under the agreement. The Company
is waiting for an audit date to be set by the ONR and the Defense Contract Audit
Agency.

In the Oil and Gas Properties business segment in the second quarter of 2002,
the Company continued with its strategic plan of investing in existing projects
that explore and develop oil and gas properties. The Company did not invest in
any new projects during the second quarter of 2003.

The Company recognized revenue of $351,420 in the second quarter of 2003
compared with $977,679 in the second quarter of 2002. Included in the second
quarter of 2003 is $109,424 in revenue from Oil and Gas Properties. Revenue for
the six months ended September 30, 2002 and 2001, was $432,199 and $2,499,748,
respectively. Included in revenue for the six months ended September 30, 2001 is
$2,115,413 from STDC. Revenue from airborne hyperspectral services was $264,396
and $167,156 for the six months ended September 30, 2002 and 2001, respectively.
Revenue from oil and gas properties was $167,803 and $217,179 for the six months
ended September 30, 2002 and 2001, respectively.

The Company recognized costs of revenue of $263,470 in the three months ended
September 30, 2002 compared with $863,412 for the three months ended September
30, 2001. Included in the three months ended September 30, 2002 and 2001 is STDC
cost of revenue of $15,967 and $744,994, respectively. Cost of revenue for the
six months ended September 30, 2002 and 2001, was $322,879 and $2,739,338,
respectively. Included in cost of revenue for the six months ended September 30,
2002 and 2001 is $19,477 and $2,115,413, respectively from STDC. Cost of revenue
from airborne

                                       10
<PAGE>

hyperspectral services was $253,271 and $132,078 for the six months ended
September 30, 2002 and 2001, respectively. Cost of revenue from oil and gas
properties was $50,131 and $491,847 for the six months ended September 30, 2002
and 2001, respectively.

General and administrative expenses for the three months ended September 30,
2002 were $599,497 compared with $1,075,713 for the three months ended September
30, 2001. General and administrative expenses for the six months ended September
30, 2002 were $1,176,995 compared with $1,779,783 for the six months ended
September 30, 2001.

Interest income for the three months and six months ended September 30, 2002 was
$6 and $67, respectively, compared to $2,431 and $4,175 for the same periods in
the prior year due to significantly lower average cash balances in 2002 compared
to 2001.

Interest expense for the three and six months ended September 30, 2002 was
$182,617 and $376,907, respectively, compared to $193,261 and $336,857 for the
same periods in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash decreased for the three months ended due to capital expenditures and
operating losses. Capital expenditures in the second quarter of 2003 were
primarily expenditures for the Company's aircraft. Capital expenditures in the
first quarter of 2003 were primarily expenditures for the Company's oil and gas
properties and computer related assets.

Net cash used in operating activities was $535,881 for the six months ended
September 30, 2002, resulting primarily from a net loss of $1,305,263 net of
certain non-cash expenses. Net cash used in operating activities was $786,390
for the six months ended September 30, 2001, resulting primarily from a net loss
of $2,161,828 net of certain non-cash expenses.

Included in accounts payable and accrued expenses at September 30, 2002 and
March 31, 2002 is $7,688,336 and $7,722,688, respectively, of STDC liabilities.
These liabilities are not guaranteed by Earth Search Sciences, Inc.

The Company is experiencing working capital deficiencies because of operating
losses and capital expenditures. The Company has operated with funds received
from the sale of its common stock and the issuance of notes. The ability of the
Company to continue as a going concern is dependent upon continued debt or
equity financings until or unless the Company is able to generate operating
revenues to sustain ongoing operations. The Company plans to increase the number
of revenue producing services through the use of additional hyperspectral
instruments and thereby continue as a going concern.


FUTURE OPERATIONS

It has been the Company's experience that hyperspectral imagery is increasingly
becoming an accepted tool by governments and businesses. It is the Company's
goal to become the preeminent provider of hyperspectral images to the
governments, businesses, and universities worldwide. The Company intends to
continue with its efforts in the environmental market and oil and gas business
segment as well as to pursue sales of hyperspectral services, including
surveying and processing, to third parties in the mineral, hydrocarbon, forestry
and environmental areas. In addition, the Company intends to continue to perform
remote sensing surveys that will assist the Company in future marketing
activities.

                                       11
<PAGE>

The Company believes that the market for hyperspectral remote sensing services
will experience significant growth over the next several years. The current
ASPRS/NASA Ten-Year Industry Forecast (http://www.asprs.org/news.html) indicates
that the remote sensing market has been growing at a rate of 13% per year and
the hyperspectral portion of that market will be 12% by 2006 and worth
approximately $440 million.

The Company has engaged the services of the strategic consulting firm of
D'Angelo Cohen, LLC. William D'Angelo and Matthew Cohen, principals of D'Angelo
Cohen LLC, are joining ESSI as Vice Presidents; their first assignment is to
develop: 1) a plan of short and long term strategic strategies necessary to
achieve profitability and long term success; 2) a business plan suitable to
present to potential investors; 3) an analysis of the competitive landscape and
a sales and marketing plan to take full advantage of the current opportunities
and; 4) a review of potential merger and acquisition strategies and other
alternatives to best increase shareholder value and stock liquidity. This plan
shall be referred to as the Strategic Plan. Mr. D'Angelo and Mr. Cohen are
presently assisting members of the Company in executing the recommendations of
the Strategic Plan under the direction of the Company's management and board of
directors.

In the prior six months, the Company has focused on reducing overhead as a
result of the termination of the agreement with the ONR and in order to become
more competitive. The Company believes that with the reduction and overhead,
performance of current backlog surveys, and execution of a sales and marketing
plan, future financial results should improve with profitability being
managements near term target.

The Company is currently searching for potential replacements to the recently
departed Chief Executive Officer and President. The Company is looking for
qualified candidates with a proven record of directing the operations of an
emerging technology company. Until replacement(s) are found, the Chairman has
assumed the duties of CEO and President.

The Company intends to continue to expedite the ONR's requested audit of STDC.
Upon completion of the audit, management anticipates that ONR will meet with the
Company to discuss options for going forward and attempt to negotiate either
cash reimbursement or tasking and data stream rights from the NEMO hyperspectral
instrument if it is successfully launched for the significant investment made in
the NEMO program. The Company holds security interests in important space
segment hardware for the NEMO program as well as a critical commercial remote
sensing license.

The Company is presently in negotiations to sign an agreement with the Republic
of Fiji before the end of 2002. The scope of the agreement will cover
hyperspectral mapping of the Republic of Fiji islands, training of local
personnel in hyperspectral processing, and the establishment of a remote sensing
educational center in Fiji. After the agreement is signed, it will be the mutual
responsibility of the Company and the Republic of Fiji to seek out and secure
financing for the project.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

                                       12
<PAGE>

                                     PART II

                           OTHER INFORMATION REQUIRED


     Item 1. Legal proceedings                                        None

     Item 2. Changes in securities

                          Recent Sales of Unregistered Securities (1)

                   Amount of       Price per    Total Cash
       Date     Securities Sold    Share ($)    Proceeds ($)
     --------   ---------------   -----------   ------------
      5/20/02        200,000          0.08                     (2)
      5/30/02      3,074,273          0.12                     (3)
       6/7/02      8,332,329          0.09                     (4)
      6/19/02        377,220          0.05                     (3)
      6/30/02        300,000          0.09                     (5)
      6/30/02        500,000          0.12                     (3)
      9/30/02        547,960          0.04                     (3)

     (1) Shares sold were common stock, par value $0.001
     (2) Consideration received for the shares was consulting services
     (3) Consideration received for the shares was employee and consultant
         services
     (4) Shares exchanged pursuant to debt conversion
     (5) Shares issued for debt consideration

                   Amount of       Price per    Total Cash
       Date     Securities Sold    Share ($)    Proceeds ($)
     --------   ---------------   -----------   ------------
      4/16/02      2,142,860         0.07          150,000
      6/17/02      2,005,350         0.075         150,000

     (1) Sales of securities made pursuant to Registration Statement effective
         September 14, 2001 file number 333-66100. Securities were sold at a 12%
         discount of the average market price on 5 trading days. All proceeds
         were used for working capital purposes.


     Item 3. Defaults upon senior securities                          None
     Item 4. Submission of matters to a vote of security holders      None

     Item 5. Other information

             Exhibits attached
             Statement Under Oath of Principal Executive Officer and Principal
             Financial Officer Regarding Facts and Circumstances Relating to
             Exchange Act Filings

                                       13
<PAGE>

                                    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: November 14, 2002                /s/  Larry F. Vance
                                       ------------------------------
                                       Larry F. Vance
                                       Chief Executive Officer















                                       14
<PAGE>

                                 CERTIFICATIONS

I, Larry F. Vance, Chairman of the Board and Chief Executive Officer of Earth
Search Sciences, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Earth Search
     Sciences, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 14, 2002              /s/ Larry F Vance
                                     ----------------------------------
                                     Larry F Vance
                                     Chairman of the Board and
                                     Chief Executive Officer (Principal
                                     Executive Officer)


                                       15
<PAGE>

                                  CERTIFICATION

I, Tami J Story, Acting Chief Financial Officer of Earth Search Sciences, Inc.,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Earth Search
     Sciences, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 14, 2002              /s/ Tami J Story
                                     ----------------------------------
                                     Tami J Story
                                     Acting Chief Financial Officer
                                     (Principal Financial Officer)


                                       16