SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.  20549





FORM
      10-QSB





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





For
      the
      quarterly period ended:  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
            (IRS
                EmployerIncorporation
                or Organization)
            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 xNo  ̈





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







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 of
              Financial
                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, and did so in January 2007.  As the Probe was not returned
      by the August 2005 due date, ESSI was subject to a shipping, handling and
      disposition fee of $250,000.  Interest related to the $250,000 began
      accruing on September 2, 2005 at an annual rate of prime plus 4%.  In
      addition, rent 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
      returned the Probe in January 2007,
      however, we have been unable to reach a final settlement and continue to accrue
      interest, rents and late fees under the 2005 Settlement Agreement. 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, and did so in January 2007.  As the Probe was not returned
      by the August 2005 due date, ESSI was subject to a shipping, handling and
      disposition fee of $250,000.  Interest related to the $250,000 began
      accruing on September 2, 2005 at an annual rate of prime plus 4%.  In
      addition, rent 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
      returned the Probe in January 2007,
      however, we have been unable to reach a final settlement and continue to accrue
      interest, rents and late fees under the 2005 Settlement Agreement. 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:  February
                19, 2008
            /s/  Larry
                F. VanceLarry
                F. VancePrincipal
                Executive Officer











Date:  February
                19, 2008
            /s/  Tami
                J.
                StoryTami
                J. StoryPrincipal
                Accounting Officer







17