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: December 31, 1999
                           Commission File No. 0-19566

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

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


                  502 North 3rd Street, #8 McCall, Idaho 83638
          (Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code:  (208) 634-7080

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 the  close of the  period,  covered  by this  report:  109,408,250
shares. The registrant has only one class of common stock.


<PAGE>


                           EARTH SEARCH SCIENCES, INC.

                                    FORM 10-Q
                                   (Unaudited)

                         QUARTER ENDED DECEMBER 31, 1999

                                     PART I

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS

Item 1. Consolidated Financial Statements                               Page

         Consolidated Balance Sheet
           as of December 31, 1999 and March 31, 1999.                    3

         Consolidated Statement of Operations for the
           Three and Nine Months Ended December 31, 1999 and 1998.        4

         Consolidated Statement of Cash Flows for the
           Nine Months Ended December 31, 1999 and 1998.                  5

         Selected Notes to Consolidated Financial Statements.             6

Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations                 7-9

                                     PART II

                           OTHER INFORMATION REQUIRED

Item 1.  Legal Proceedings                                               10
Item 2.  Changes in Securities                                           10
Item 3.  Defaults Upon Senior Securities                                 10
Item 4.  Submission of Matters of a Vote of Security Holders             10
Item 5.  Other information                                               10
Item 6.  Exhibits and Reports on Form 8-K                                10

<PAGE>

<TABLE>
<CAPTION>

Earth Search Sciences, Inc.
Consolidated Balance Sheet
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                     <C>
                                                                            December 31,              March 31,
                                                                                1999                    1999
                                                                         --------------------    --------------------

Assets
Current Assets:
    Cash                                                                        $  1,136,079              $   47,642
    Other current assets                                                             412,313                 120,995
                                                                         --------------------    --------------------
Total Current Assets                                                               1,548,392                 168,637

Property and Equipment                                                             3,777,600               3,823,596
Investment in and advances to subsidiary                                           2,510,000                       -
                                                                         --------------------    --------------------
Total Assets                                                                    $  7,835,992            $  3,992,233
                                                                         ====================    ====================

Liabilities and Shareholders' Deficit
Current liabilities:
    Notes payable                                                               $  1,643,275             $   450,125
    Accounts payable and accrued expenses                                            530,401                 552,061
    Accrued interest                                                                 292,688                 236,259
    Unearned revenue                                                                       -                  40,000
                                                                         --------------------    --------------------
Total current liablities                                                           2,466,364               1,278,445

Long-term liabilities
    Shareholder loans                                                              1,515,601                 372,322
    Capital lease obligation                                                       2,878,104               2,514,378
    Deferred officers' compensation                                                2,045,210               1,707,380
    Minority interest                                                              2,168,993               2,000,000
                                                                         --------------------    --------------------
Total liabilities                                                                 11,074,272               7,872,525
                                                                         --------------------    --------------------

Commitments and contingencies

Redeemable common stock, $.001 par value, 725,914 shares
issued and outstanding at December 31 and March 31, 1999                             117,845                 117,845
                                                                         --------------------    --------------------

Nonredeemable shareholders' deficit
  Series A preferred Stock; 200,000 shares authorized,
  issued and outstanding at March 31 and September 30, 1999                        1,000,000               1,000,000
   Common stock, $.001 par value; 200,000,000 shares
     authorized; 109,408,250 and 97,411,367 shares
     respectively, issued and outstanding                                            109,408
                                                                                                              97,411
   Additional paid-in capital                                                     14,657,274              11,459,081
   Common stock subscibed                                                                  -                       -
   Treasury Stock                                                                  (200,000)                (200,000)
   Retained Deficit                                                             (18,922,807)             (16,354,629)
                                                                         --------------------    --------------------
                                                                                 (3,356,125)              (3,998,137)
                                                                         --------------------    --------------------

Total liabilities and shareholders' deficit                              $        7,835,992      $         3,992,233
                                                                         ===================     ===================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Earth Search Sciences, Inc.
Consolidated Statement of Operations
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>             <C>                 <C>

                                                            For the Three Months                For the Nine Month
                                                             Ended December 31,                  Ended December 31,
                                                           1999             1998              1999               1998
                                                      ----------------  --------------  -----------------   ----------------

Revenue                                                $       79,678   $     173,252   $        419,779    $     636,906
Costs of Services Provided                                   (141,925)       (154,895)          (441,321)        (433,527)
                                                      ----------------  --------------  -----------------   ----------------
Gross Margin                                                  (62,247)         18,357            (21,542)         203,379

Expenses:
    General and administrative                                902,789         321,938          1,749,265        1,050,167
                                                      ----------------  --------------  -----------------   ----------------

                                                              902,789         321,938          1,749,265        1,050,167

Loss from operations                                         (965,036)       (303,581)        (1,770,807)        (846,788)

Interest income                                                     -               -                  -               -
Interest expense                                            (328,234)       (161,211)          (797,371)         (513,438)
Other Expense                                                       -                                  -          (17,442)
                                                                                    -
                                                      ----------------  --------------  -----------------   ----------------

Loss before minority interest                             (1,293,270)       (464,792)        (2,568,178)       (1,377,668)

Loss before extraordinary item                            (1,293,270)       (464,792)        (2,568,178)       (1,377,668)

Extraordinary item                                                 -               -                  -          (115,023)
                                                      ----------------  --------------  -----------------   ----------------

Net loss                                               $  (1,293,270)   $   (464,792)   $    (2,568,178)    $  (1,492,691)
                                                      ================  ==============  =================   ================

Shares applicable to basic and
diluted loss per share                                   104,354,564      88,470,125        103,409,808        88,470,125

Basic and diluted loss per share                       $       (0.01)   $      (0.01)   $         (0.01)    $       (0.01)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Earth Search Sciences, Inc.
Consolidated Statement of Cash Flows
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>

                                                                                     For the Nine Months
                                                                                      Ended December 31,

                                                                                  1999                1998
                                                                            ------------------  -----------------

Cash flows from operating activities:
   Net Income                                                               $     (2,568,178)    $   (1,492,691)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
   Issuance of common stock for services and interest expense                        678,665            185,592
  Issuance of stock for STDC stock                                                   510,000                  -
   Extraordinary items                                                                     -            115,023
   Depreciation                                                                      245,613            207,011
   Amortization of lease discount                                                    363,726            363,970
   Changes in assets and liabilities:
      Other current assets                                                          (291,318)          (254,930)
      Accounts payable and accrued expenses                                          (21,660)             3,549
      Accrued liabilities                                                             56,429             (9,532)
      Unearned revenue                                                               (40,000)           120,063
      Deferred officers compensation                                                 337,830            242,321
     Minority Interest                                                               168,993                  -
                                                                            -----------------   ----------------

  Net cash provided by operating activities                                         (559,900)          (519,624)
                                                                            -----------------   ----------------

Cash flows from investing activities:
   Capital expenditures                                                             (199,616)           (47,298)
   Advance deposits                                                                        -             430,000
Advances to Subsidiary                                                            (2,510,000)                  -
                                                                            -----------------   ----------------

Net cash used by investing activities                                             (2,709,616)            382,702
                                                                            -----------------   ----------------

Cash flows from financing activities:
  Repayment of notes payable                                                        (391,500)           (10,681)
  Proceeds from notes payable                                                      1,584,650                  -
  Proceeds from shareholder loans                                                  1,785,412            191,500
  Repayments of shareholder loans                                                   (642,673)          (118,240)
  Issuance of common stock                                                         1,953,300             63,000
  Stock issued for conversion of notes                                                68,764                  -
                                                                            -----------------   ----------------

Net cash provided from financing activities                                        4,357,953            125,579
                                                                            -----------------   ----------------

Net increase (decrease) in cash                                                    1,088,437            (11,343)
Cash at beginning of period                                                           47,642             42,600
                                                                            -----------------   ----------------
Cash at end of period                                                       $      1,136,079    $        31,257
                                                                            =================   ================

</TABLE>

<PAGE>

                           EARTH SEARCH SCIENCES, INC

               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 1999 (unaudited)

CONDENSED FINANCIAL STATEMENTS

         The  consolidated  statement of  financial  position as of December 31,
1999 and the consolidated statements of operations for the three and nine months
ended  December  31, 1999 and cash flow for the nine months  ended  December 31,
1999, and 1998,  have been prepared by the Company without audit. In the opinion
of management, all adjustments (which include only normal recurring adjustments)
have been made that are  necessary  to present  fairly the  financial  position,
results of operation, and cash flows at December 31, 1999 and 1998.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principals have been condensed or omitted.  It is suggested that these financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto in the Company's  form 10-K for March 31, 1999. The results of operation
for the  three and nine  months  ended  December  31,  1999 are not  necessarily
indicative of the operating results to be expected for the full fiscal year.

REVENUE

         The Company  recognized $79,678 in revenue during the third quarter for
remote sensing services performed.

NOTES AND ACCOUNTS PAYABLE

         Notes  payable  consist of  unsecured  promissory  notes with rights of
conversion.  The terms of these debt  instruments  are  typically for an initial
period of ninety days or one year and are  renewable  at maturity  for one year.
The notes bear  interest  at rates  ranging  from 4.5% to 12.5%.  Holders of the
notes  have the  right to  convert  the  principal  amount  plus  interest  into
restricted  shares of the  Company  common  stock,  subject  to the terms in the
promissory notes.

LOSS PER COMMON SHARE

         Loss per common share is based on the weighted average number of shares
outstanding during each period. For period ended December 31, 1999 and 1998, the
weighted  average  number  of  these  shares   outstanding  is  104,354,564  and
88,470,125 shares, respectively.

ISSUANCE OF COMMON STOCK

         During the three months ended  December  31, 1999,  the Company  issued
10,108,286 shares of common stock.

<PAGE>

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

         Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A") contains "forward-looking  statements" within the meaning
of Section 27A of the  Securities  Act and Section 21E of the Exchange  Act. All
statements,  other than  statements of historical  facts,  included in this MD&A
regarding  the Company's  financial  position,  business  strategy and plans and
objectives   of   management   of  the   Company  for  future   operations   are
forward-looking  statements.  These  forward-looking  statements  are subject to
risks and  uncertainties  that could cause actual  results to differ  materially
from those  contemplated  in such  forward-looking  statements,  including those
described  below.  Investors are cautioned not to place undue  reliance on these
forward-looking statements,  which speak only as of the date hereof. The Company
undertakes   no   obligation   to  release   publicly  any  revisions  to  these
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

MATERIAL CHANGES IN FINANCIAL CONDITION

         During the quarter ended  December 31, 1999,  the Company  recognized $
79,678 in revenue.  However,  the  Company's  obligations  increased.  The large
operating payables and short-term notes create a working capital deficiency.

RESULTS OF OPERATIONS

         In  December  of  1999,  ESSI  acquired  Space  Technology  Development
Corporation  (STDC), of Alexandria,  VA. ESSI acquired all the shares of STDC in
exchange for four million shares of ESSI common stock and the option to purchase
another four million shares at exercise prices ranging to five dollars.

         STDC  was  established  in 1993  for  the  purpose  of  commercializing
space-related technologies developed in government laboratories.  STDC's primary
activity during the last two years has been the planning and  implementation  of
the Naval EarthMap Observer (NEMO) project.  NEMO is a commercial  hyperspectral
imaging satellite  currently under construction at the Naval Research Laboratory
(NRL) in  Washington,  DC,  scheduled  for launch in 2001.  The project is being
developed  jointly  with the  Office of Naval  Research  (ONR)  under a dual-use
application  program  in  which  75% of the  satellite's  capacity  is used  for
commercial purposes and 25% is reserved for the Navy. Work on several components
of  the  project  had  stopped  because  of  funding  shortfalls  prior  to  the
acquisition by ESSI. ESSI has secured a private  placement of  approximately  $4
million  to meet  the  commitment  to the Navy  for the  completion  of the NEMO
satellite,  and is negotiating with ONR on the details of the restructure of the
program.  ESSI is currently  negotiating to bring in major equity  partners into
STDC.

         ESSI's management views the acquisition of STDC and the NEMO project as
a way  to  leapfrog  its  long-range  strategic  plan  to  become  a  vertically
integrated   service   provider  for   technical   clients   requiring   precise
identification of materials on the earth's surface from satellite,  airborne and
ground platform instruments.

         ESSI  has  expanded  its  airborne  instrument  fleet  to  include  two
instruments.  One currently flies in Chile and the other one is currently flying
in the southern part of the Unites States. The company has increased its mineral
backlogs and revenues have increased as a result of this expansion.

         The  company  has  successfully  mapped the  habitat of the  endangered
mountain  gorilla in the Volcanoes  National  Park.  The  hyperspectral  imagery
enables the  characterization  and identification of key vegetative food sources
in the park.

<PAGE>

         The company  continues to publish  technical  papers resulting from its
collection  of  1-meter  hyperspectral  images  over the  fragile  ecosystem  of
Yellowstone  National Park.  Samples of the images were featured in the New York
Times science section and the National Geographic Magazine. This high-resolution
imagery is  enhancing  the  scientific  community's  ability to  understand  key
ecosystems.  This first of a kind  mission  was flown  aboard  the  heliocourier
aircraft provided by the Boeing Company and a specially equipped helicopter.

         ESSI is  currently  beta  testing  its  e-commerce  start-up  division,
TerraNet,  Inc., which will be the company's  Web-based  delivery system for its
data products  featuring  both  broadband  video  distribution  capability.  The
company ordered its first broad band ground station to provide the capability to
receive  and send  voice,  video,  and data.  Construction  is  scheduled  to be
completed at the end of March of 2000 under the global Onsat contract.

         Subsequent  to the quarter ended  December 31, 1999,  the company hired
Mr. Rory J. Stevens as its Chief Financial Officer (CFO). Mr. Stevens has served
on  Earth  Search's  board of  directors  since  1994,  and  brings  16 years of
accounting experiences and a proven track record in acquisitions and mergers and
financial  and  management  reporting,  tax  planning and  compliance,  treasury
functions,  corporate  insurance  and internal  control for  companies  with $70
million in annual sales.  Mr. Stevens has a BBA from the Boise State  University
and a masters degree in  professional  accounting and MBA from the University of
Washington.  For the past 11 years,  Mr.  Stevens  worked as the  controller for
Chiyoda.International Corporation, an international engineering and construction
company. Prior to that he was with Ernst & Young LLP.

         Tremendous  growth  in  Earth  Search  Sciences,  Inc.'s  hyperspectral
surveying  capabilities during the third quarter was mirrored by a significantly
larger  customer  base and  wider  geographic  scope in our  survey  operations.
Broader  awareness  and  acceptance  of PROBE 1  hyperspectral  mapping has been
generated  through research and pilot projects and  presentations by researchers
at scientific meetings.

         While  the  Company  seeks  to  avoid  forward-looking  statements  and
projections,  it is factual to state that an agreement with Noranda, which is in
its second year calls for revenues of $2,000,000. While this amount is optional,
it is a condition for maintaining the license agreement. Earth Search management
has  treated  the  agreement  as central in its  business  planning  and revenue
forecasting.  The first years contract  performance  revenues were approximately
$750,000,  which was consistent with the  aforementioned  agreement.  Noranda is
finalizing  plans for surveys on two  continents to be undertaken in early 2000.
These surveys should meet the client's second year cash flow commitments under a
contract extension.

         The  Company  continues  to explore  funding  alternatives  to continue
research and development  efforts on future generations of the instrument and to
finance the working capital necessary to develop the commercial and governmental
applications  for the  Probe-1's.  This  will  result in the  conversion  of the
Company to a revenue producing company smoothly and effectively. There can be no
assurance  that the Company will be successful in raising the required  capital,
and failure to do so could have a material  adverse  effect on the  prospects of
the Company.

<PAGE>

OUTLOOK

         The  Company  continues  to  increase  its  involvement  in the mineral
exploration  and  environmental  areas,  using the results of its  research  and
development over the last five years in remote sensing.  By attempting to obtain
equity  funding,  the  Company  anticipates  developing  instruments  to include
hand-held, airborne and satellite spectrometers and to acquire revenue-producing
companies in the natural resources and environmental monitoring field.

         Through  teaming with other firms,  the Company will identify  possible
technology  applications  for  remote  sensing.  Management  intends  to  pursue
additional  markets for its imagery  databases,  which would generate  operating
revenues and adequate cash flows.

<PAGE>

                                     PART II

                           OTHER INFORMATION REQUIRED


     Item 1.           Legal proceeding                                     None
     Item 2.           Changes in securities                                None
     Item 3.           Defaults upon senior securities                      None
     Item 4.           Submission of matters to a vote of security holder   None
     Item 5.           Other information                                    None
     Item 6.           Exhibits and reports on Form 8-K
                       1.     Financial Data Schedule


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 15, 2000                     /s/ Larry F. Vance
                                            -----------------------------
                                                Larry F. Vance
                                                Chairman of the Board