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


                       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, 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 February 14, 2003, covered by this report: 179,159,558 shares. The
registrant has only one class of common stock.
================================================================================
<PAGE>

                           EARTH SEARCH SCIENCES, INC.

                                    FORM 10-Q

                         QUARTER ENDED DECEMBER 31, 2002

                                     PART I
                                     ------

                              FINANCIAL INFORMATION
                              ---------------------

                                TABLE OF CONTENTS
                                -----------------

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS                                   PAGE
                                                                            ----

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

         Consolidated Statements of Loss for the Three and Nine
           Months Ended December 31, 2002 and 2001 (unaudited).              4

         Consolidated Statements of Cash Flows for the Nine
           Months Ended December 31, 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>
---------------------------------------------------------------------------------------

                                                           December 31,
                                                               2002          March 31,
                                                           (unaudited)         2002
                                                           ------------    ------------
<S>                                                        <C>             <C>
Assets
Current assets:
    Cash                                                   $    437,400    $     66,681
    Accounts receivable, net                                  1,017,259       1,205,175
    Other current assets                                         51,521         134,155
                                                           ------------    ------------
Total current assets                                          1,506,180       1,406,011
Property and equipment, net                                   5,274,909       5,690,580
                                                           ------------    ------------
Total assets                                               $  6,781,089    $  7,096,591
                                                           ============    ============
Liabilities and Shareholders' (Deficit)
Current liabilities:
    Notes payable                                          $     89,007    $    440,387
    Capital lease obligation                                  3,415,198       3,277,415
    Deferred officers' compensation                                --           423,641
    Accounts payable                                          8,943,725       8,620,402
    Accrued expenses                                            174,580         212,773
    Accrued interest                                            424,981         498,928
    Investor deposit                                            377,215         190,000
                                                           ------------    ------------
Total current liabilities                                    13,424,706      13,663,546
                                                           ------------    ------------
Long-term liabilities:
    Notes payable less current portion                        1,023,558       1,033,698
    Shareholder loans                                         1,072,197       1,256,844
    Deferred officers' compensation                           2,487,965       2,215,094
                                                           ------------    ------------
Total liabilities                                            18,008,426      18,169,182
Minority interest                                                10,881         219,759
Commitments and contingencies                                      --              --
Redeemable common stock, $.001 par value                         17,981          17,981
Nonredeemable shareholders' (deficit):
    Series A preferred stock; 200,000 shares authorized,
     issued and outstanding at March 31, 2002;
     liquidation preference $1,000,000                             --         1,000,000
    Common stock, $.001 par value; 200,000,000 shares
     authorized; 178,353,918 and 158,775,576 shares,
     respectively, issued and outstanding                       178,354         158,776
    Additional paid-in capital                               35,595,396      32,697,066
    Treasury stock                                             (200,000)       (200,000)
    Accumulated deficit                                     (46,829,949)    (44,966,173)
                                                           ------------    ------------
                                                            (11,256,199)    (11,310,331)
                                                           ------------    ------------
Total liabilities and shareholders' (deficit)              $  6,781,089    $  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 Nine Months
                                         Ended December 31,                Ended December 31,
                                   ------------------------------    ------------------------------
                                        2002             2001             2002             2001
                                   -------------    -------------    -------------    -------------
<S>                                <C>              <C>              <C>              <C>
Revenue                            $     219,116    $   1,603,999    $     651,315    $   4,103,747
Costs of revenue                         157,816        1,443,225          480,695        4,182,563
                                   -------------    -------------    -------------    -------------
Gross margin (deficit)                    61,300          160,774          170,620          (78,816)

Expenses
    General and administrative           514,090          681,909        1,683,773        2,454,380
    Non-cash compensation                  3,656            3,656           10,968           10,968
                                   -------------    -------------    -------------    -------------
                                         517,746          685,565        1,694,741        2,465,348

Loss from operations                    (456,446)        (524,791)      (1,524,121)      (2,544,164)

Other income (expense)
 Interest income                             417              392              484            4,567
 Interest expense                       (172,110)        (226,095)        (549,017)        (562,952)
                                   -------------    -------------    -------------    -------------
Loss before minority interest           (628,139)        (750,494)      (2,072,654)      (3,102,549)
Minority interest in losses of
  consolidated subsidiaries               69,626           76,491          208,878          266,718
                                   -------------    -------------    -------------    -------------
Net loss                           $    (558,513)   $    (674,003)   $  (1,863,776)   $  (2,835,831)
                                   =============    =============    =============    =============
Shares applicable to basic and
diluted loss per share               177,343,925      155,142,599      172,593,946      154,519,159

Basic and diluted loss per share   $        --      $        --      $       (0.01)   $       (0.02)
</TABLE>




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

                                                                               4
<PAGE>
<TABLE><CAPTION>

EARTH SEARCH SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------

                                                                   For the Nine Months
                                                                    Ended December 31,
                                                                   2002           2001
                                                               --------------------------
Cash flows from operating activities:
<S>                                                            <C>            <C>
  Net loss                                                     $(1,863,776)   $(2,835,831)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
  Non cash compensation expense                                     10,968         81,245
  Issuance of common stock for services and interest expense       132,829         40,000
  Loss attributed to minority interest                            (208,878)      (266,718)
  Depreciation, amortization and depletion                         457,227        371,101
  Write off capitalized costs on oil and gas properties             29,758        476,521
  Changes in assets and liabilities:
    Accounts receivable                                            187,916       (425,347)
    Other current assets                                            82,634        (75,175)
    Accounts payable and accrued expenses                          285,130      1,009,722
    Accrued interest                                               222,070        275,645
    Deferred officers' compensation                                290,108        541,849
                                                               -----------    -----------
Net cash used in operating activities                             (374,014)      (806,988)
                                                               -----------    -----------
Cash flow from investing activities:
  Capital expenditures                                            (187,937)      (955,241)
                                                               -----------    -----------
Net cash used in investing activities                             (187,937)      (955,241)
                                                               -----------    -----------
Cash flows from financing activities:
  Proceeds from notes payable                                         --            8,943
  Repayments on notes payable                                      (11,520)       (21,938)
  Issuance of common stock for cash                                300,000           --
  Proceeds from shareholder loans                                   40,353      1,534,000
  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                          932,670      1,521,005
                                                               -----------    -----------
Net increase (decrease) in cash                                    370,719       (241,224)
Cash at beginning of period                                         66,681        367,902
                                                               -----------    -----------
Cash at end of period                                          $   437,400    $   126,678
                                                               ===========    ===========
Interest paid                                                  $   117,189    $   131,963
                                                               ===========    ===========
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
                          December 31, 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.

                                                                               6
<PAGE>

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.

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.

Management anticipates that after the closeout 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 closeout 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 December 31, 2002, accounts receivables include $814,495 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 closeout 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 December 31, 2002 and March 31, 2002 is
$7,691,257 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 third quarter of fiscal 2003, the Company incurred additional
expenditures on existing working interests in oil and gas properties of
$107,090. Also in the third quarter of fiscal 2003, the Company wrote-off $5,815
of previously capitalized costs due to an unsuccessful drilling on one site
within an oil and gas project. For the three quarters of fiscal 2003, the
Company incurred additional expenditures on existing working interests in oil
and gas properties of $135,301 and has wrote-off

                                                                               7
<PAGE>

$29,758 of previously capitalized costs due to unsuccessful drilling efforts.
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 December 31, 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                               $   384,212    $     6,459    $   260,644    $      --     $      --     $   651,315
                                      ===========    ===========    ===========    ===========   ===========   ===========
Operating (loss) income               $(1,157,546)   $  (313,875)   $    34,289    $   (86,989)  $      --     $(1,524,121)
                                      ===========    ===========    ===========    ===========   ===========   ===========
Interest income                       $        17    $       467    $      --      $      --     $      --     $       484
Interest expense                         (239,081)      (309,936)          --             --            --        (549,017)
(Loss) income from continuing
operations before income taxes and
minority interests                     (1,396,610)      (623,344)        34,289        (86,989)         --      (2,072,654)

Identifiable assets at 12/31/2002     $ 4,278,313    $ 1,155,803    $ 1,236,125    $   110,848   $      --     $ 6,781,089
                                      ===========    ===========    ===========    ===========   ===========   ===========
Total assets at 12/31/2002                   --             --             --             --            --     $ 6,781,089
                                                                                                               ===========
Depreciation, amortization and
depletion for the period ended
12/31/2002                            $   413,151    $     3,447    $    38,983          1,646   $      --     $   457,227
                                      ===========    ===========    ===========    ===========   ===========   ===========
Capital expenditures for the period
ended 12/31/2002                      $    52,636    $      --      $   135,301    $      --     $      --     $   187,937
                                      ===========    ===========    ===========    ===========   ===========   ===========

        Business Segment Information Year to Date as of December 31, 2001

                                        Airborne                                                  Adjustments
                                     Hyperspectral    Satellite     Oil and Gas       Other          and
                                        Services     Development     Properties     Industries   Eliminations   Combined
                                      -----------    -----------    -----------    -----------   -----------   -----------
Revenue                               $   378,904    $ 3,420,525    $   304,318    $      --     $      --     $ 4,103,747
                                      ===========    ===========    ===========    ===========   ===========   ===========
Operating loss                        $  (366,917)   $(1,343,783)   $  (479,175)   $  (354,289)  $      --     $(2,544,164)
                                      ===========    ===========    ===========    ===========   ===========   ===========
Interest income                       $     2,104    $     2,463    $      --      $      --     $      --     $     4,567
Interest expense                         (190,418)      (372,534)          --             --            --        (562,952)
Loss from continuing operations
before income taxes and minority
interests                                (555,231)    (1,713,854)      (479,175)      (354,289)         --      (3,102,549)
Identifiable assets at 12/31/2001     $ 4,726,525    $14,086,106    $ 1,402,834    $   111,577   $      --     $20,327,042
                                      ===========    ===========    ===========    ===========   ===========   ===========
Total assets at 12/31/2001                   --             --             --             --            --     $20,327,042
                                                                                                               ===========
Depreciation, amortization and
depletion for the period ended
12/31/2001                            $   331,944    $      --      $    37,865    $     1,292   $      --     $   371,101
                                      ===========    ===========    ===========    ===========   ===========   ===========
Capital expenditures for the period
ended 12/31/2001                      $    41,164    $   606,914    $   557,163    $      --     $      --     $ 1,205,241
                                      ===========    ===========    ===========    ===========   ===========   ===========
</TABLE>

                                                                               8
<PAGE>
<TABLE><CAPTION>
6. OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)

           Business Segment Information for Third Quarter Fiscal 2003

                                       Airborne                                                  Adjustments
                                     Hyperspectral    Satellite     Oil and Gas        Other         and
                                       Services      Development     Properties     Industries   Eliminations   Combined
                                      -----------    -----------    -----------    -----------   -----------   -----------
<S>                                   <C>            <C>            <C>            <C>              <C>        <C>
Revenue                               $   119,816    $     6,459    $    92,841    $      --     $      --     $   219,116
                                      ===========    ===========    ===========    ===========   ===========   ===========
Operating (loss) income               $  (446,880)   $   (32,457)   $    26,541    $    (3,650)  $      --     $  (456,446)
                                      ===========    ===========    ===========    ===========   ===========   ===========
Interest income                       $         1    $       416    $      --      $      --     $      --     $       417
Interest expense                          (71,344)      (100,766)          --             --            --        (172,110)
(Loss) income from continuing
operations before income taxes and
minority interests                       (518,223)      (132,807)        26,541         (3,650)         --        (628,139)
Identifiable assets at 12/31/2002     $ 4,278,313    $ 1,155,803    $ 1,236,125    $   110,848   $      --     $ 6,781,089
                                      ===========    ===========    ===========    ===========   ===========   ===========
Total assets at 12/31/2002                   --             --             --             --            --     $ 6,781,089
                                                                                                               ===========
Depreciation, amortization and
depletion for the period ended
12/31/2002                            $   136,317    $      --      $    12,794    $       784   $      --     $   149,895
                                      ===========    ===========    ===========    ===========   ===========   ===========
Capital expenditures for the period
ended 12/31/2002                      $      --      $      --      $   107,090    $      --     $      --     $   107,090
                                      ===========    ===========    ===========    ===========   ===========   ===========

           Business Segment Information for Third Quarter Fiscal 2002

                                       Airborne                                                  Adjustments
                                     Hyperspectral    Satellite     Oil and Gas       Other          and
                                       Services      Development     Properties     Industries   Eliminations   Combined
                                      -----------    -----------    -----------    -----------   -----------   -----------
Revenue                               $   211,748    $ 1,305,112    $    87,139    $      --     $      --     $ 1,603,999
                                      ===========    ===========    ===========    ===========   ===========   ===========
Operating income (loss)               $    78,397    $  (462,471)   $   (30,792)   $  (109,925)  $      --     $  (524,791)
                                      ===========    ===========    ===========    ===========   ===========   ===========
Interest income                       $        49    $       343    $      --      $      --     $      --     $       392
Interest expense                         (118,388)      (107,707)          --             --            --        (226,095)
Loss from continuing operations
before income taxes and minority
interests                                 (39,942)      (569,835)       (30,792)      (109,925)         --        (750,494)
Identifiable assets at 12/31/2001     $ 4,726,525    $14,086,106    $ 1,402,834    $   111,577   $      --     $20,327,042
                                      ===========    ===========    ===========    ===========   ===========   ===========
Total assets at 12/31/2001                   --             --             --             --            --     $20,327,042
                                                                                                               ===========
Depreciation, amortization and
depletion for the period ended
12/31/2001                            $   137,694    $      --      $    12,540    $       430   $      --     $   150,664
                                      ===========    ===========    ===========    ===========   ===========   ===========
Capital expenditures for the period
ended 12/31/2001                      $     4,567    $   138,438    $      --      $      --     $      --     $   143,005
                                      ===========    ===========    ===========    ===========   ===========   ===========
</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 177,343,925 and 155,142,599 for the three months ended
December 31, 2002 and 2001, respectively, and 172,593,946 and 154,519,159 for
the nine months ended December 31, 2002 and 2001, respectively. At December 31,
2002 and 2001, 19,325,000 and 17,575,500 stock options were exercisable,
respectively. Because of the net loss for the nine months ended December 31,
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>

8. CONVERTIBLE PREFERRED STOCK

In the third quarter of 2003, in accordance with the terms of the Subscription
Agreement dated January 30, 1998, all 200,000 shares issued and outstanding of
Series A Convertible Preferred Stock was converted on a one to five basis for
1,000,000 shares of the Company's common stock.

                      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 third quarter of 2002,
the Company projects were mining, environmental and governmental agency related
contracts. Hyperspectral revenues were $119,816 in the third quarter compared to
$241,996 in the second quarter and $22,400 in the first quarter of fiscal 2003.
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 the results of the audit now underway by the Defense Contract
Audit Agency.

In the Oil and Gas Properties business segment in the third 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 third quarter of 2003 however it did examine new
technology available for exploration and production.

The Company recognized revenue of $219,116 in the third quarter of 2003 compared
with $1,603,999 in the third quarter of 2002. Included in the third quarter of
2003 is $92,841 in revenue from Oil and Gas Properties. Revenue for the nine
months ended December 31, 2002 and 2001, was $651,315 and $4,103,747,
respectively. Included in revenue for the nine months ended December 31, 2002
and 2001 is $6,459 and $3,420,525 from STDC. Revenue from airborne hyperspectral
services was $384,212 and $378,904 for the nine months ended December 31, 2002
and 2001, respectively. Revenue from oil and gas properties was $260,644 and
$304,318 for the nine months ended December 31, 2002 and 2001, respectively.

The Company recognized costs of revenue of $157,816 in the three months ended
December 31, 2002 compared with $1,443,225 for the three months ended December
31, 2001. Included in the three

                                                                              10
<PAGE>

months ended December 31, 2002 and 2001 is STDC cost of revenue of $29,997 and
$1,305,112, respectively. Cost of revenue for the nine months ended December 31,
2002 and 2001, was $480,695 and $4,182,563, respectively. Included in cost of
revenue for the nine months ended December 31, 2002 and 2001 is $49,474 and
$3,420,525, respectively from STDC. Cost of revenue from airborne hyperspectral
services was $407,866 and $236,844 for the nine months ended December 31, 2002
and 2001, respectively. Cost of revenue from oil and gas properties was $23,355
and $525,194 for the nine months ended December 31, 2002 and 2001, respectively.

General and administrative expenses for the three months ended December 31, 2002
were $514,090 compared with $681,909 for the three months ended December 31,
2001. General and administrative expenses for the nine months ended December 31,
2002 were $1,683,773 compared with $2,454,380 for the six months ended December
31, 2001.

Interest income for the three and nine months ended December 31, 2002 was $417
and $484, respectively, compared to $392 and $4,567 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 nine months ended December 31, 2002 was
$172,110 and $549,017, respectively, compared to $226,095 and $562,952 for the
same periods in 2001.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Net cash increased for the three months ended December 31, 2002 due to
collections from accounts receivable less capital expenditures and operating
losses. Capital expenditures in the third quarter of 2003 were primarily
expenditures for the Company's oil and gas properties. Capital expenditures in
the first three quarters of 2003 were primarily expenditures for the Company's
oil and gas properties, computer related assets and Company's aircraft.

Net cash used in operating activities was $374,014 for the nine months ended
December 31, 2002, resulting primarily from a net loss of $1,863,776 net of
certain non-cash expenses. Net cash used in operating activities was $806,988
for the nine months ended December 31, 2001, resulting primarily from a net loss
of $2,835,831 net of certain non-cash expenses.

Included in accounts payable and accrued expenses at December 31, 2002 and March
31, 2002 is $7,712,774 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, although industry
expectations for satellite remote sensing business have not materialized to
date. The Company believes its goal to become the preeminent provider of
hyperspectral images to the governments, businesses, and universities worldwide
is still viable. The Company intends to focus attention in the environmental
market and fossil energy sector as well as to pursue sales of hyperspectral
services, including surveying and

                                                                              11
<PAGE>

processing, by aggressively responding to requests for proposals. In addition,
the Company intends to develop new marketing strategies for offering remote
sensing surveys.

A draft of a contract to commence the installation of a Remote Sensing Center of
Excellence and hyperspectral services was received from the Government of Fiji.
The Company requested time to research the specific requests outlined and to
offer a counter proposal. It is intended to pursue this opportunity and attend
to a meeting with government officials in the next quarter.

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 results of 9/11 on this market are only
beginning to be recognized and the Company is closely following developments.

The company had engaged the services of the strategic consulting firm of
D'Angelo Cohen, LLC to review its operating procedures and strategic plan. The
principals, Matthew Cohen and William D'Angelo presented their suggestions for
improvements to the management of the Company. These are being reviewed and
considered for implementation.

The Company also engaged the services of Stern & Co., a pre-imminent public
relations firm in New York. Stern have laid out strategies for public relations
that management is reviewing.

In the prior nine 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 its reduction of expense, the
increased performance from the current backlog of surveys, and the execution of
its 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 has added a new director to serve on the Board. Mr. Kenneth Danchuk
is familiar with the Company's operations, having served as a consulting
contractor to ESSI. He is also an active member of the National Investor
Relations Institute (NIRI) and advisor to ESSI on corporate governance issues.
With a strong background in business and economic development, Mr. Danchuk will
be valuable for assisting the Board in review of mergers & acquisitions and new
management appointments.

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 valuable commercial satellite
remote sensing license.

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)
             11/12/02      1,098,350         0.06                  (3)
             11/13/02        500,000         0.05                  (6)
             12/11/02        500,000         0.04                  (6)

  (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
  (6) Shares exchanged pursuant to preferred stock agreement

                          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: February 14, 2003                         /s/ Larry F. Vance
                                                ------------------------------
                                                Chief Executive Officer






















                                                                              14
<PAGE>

                                  CERTIFICATION

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: February 14, 2003                 /s/ Larry F. Vance
                                       -------------------------------------
                                       Larry F. Vance
                                       Chairman of the Board and Chief Executive
                                       Officer (Principal Executive Officer)

<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: February 14, 2003                 /s/ Tami J. Story
                                       -----------------------------------
                                       Tami J. Story
                                       Acting Chief Financial Officer
                                       (Principal Financial Officer)