UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
quarter ended December 31,
2008
 
  ̈           TRANSITION
REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from _______to_______
 
 Commission
File No. 000-19566
 
 EARTH SEARCH SCIENCES,
INC.
 (Exact
Name of Registrant as Specified in its Charter)
 
 
 Nevada
                87-0437723(State
      or other Jurisdiction of Incorporation or Organization)
                (IRS
      Employer Identification
Number)
 
 
 306 Stoner Loop Road,
Lakeside, MT 59922
 (Address
of Principal Executive Offices, Including Zip Code)
 
 Registrant’s
telephone number, including area code: (406) 751-5200
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo  ̈
 
 Indicate
by a check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
 Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting companyx
 
 Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x
 
 Number of
shares of common stock outstanding at February 17, 2008:
188,655,705
  
  EARTH
SEARCH SCIENCES, INC. TABLE
OF CONTENTS
 FORM
10-Q
  QUARTER
ENDED December 31, 2008
 
 PART
I
 FINANCIAL
INFORMATION
 Item
      1. Consolidated Financial Statements (Unaudited)
                  PageConsolidated
      Balance Sheets as of December 31, 2008 and March 31, 2008
                  3Consolidated
      Statements of Operations for the three and nine month periods ended
      December 31, 2008 and 2007
                  4Consolidated Statements
      of Cash Flows for the nine month period endedDecember
      31, 2008 and 2007
                  5Consolidated
      Statement of Changes in Stockholders’ Deficit for the nine month period
      ended December 31, 2008
                  6Selected
      notes to consolidated financial statements
                  7-9Item
      2. Management’s Discussion and Analysis of  Financial Condition
      and Results of Operations
                  10-13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                  13Item
      4T. Controls and Procedures
                  13
 
 
 PART
II
 OTHER
INFORMATION REQUIRED
 Item
      1. Legal Proceedings
              14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              14Item
      3. Defaults Upon Senior Securities
              14Item
      4. Submission of Matters of a Vote of Security Holders
              14Item
      5. Other information
              14Item
      6. Exhibits
              14
 
  
  EARTH
SEARCH SCIENCES, INC.
 CONSOLIDATED
BALANCE SHEETS
 (UNAUDITED)
 
 December 31,
      2008
                      
                      
                      March 31,2008ASSETSCurrent
    assets:Cash
                      
                      $
                      88,310
                      
                      
                      $
                      8,821Prepaid
      expenses
                      
                      
                      31,686
                      
                      
                      
                      -Loan costs, net of accumulated
      amortization of $251,000 and $229,987, respectively
                      
                      
                      24,570
                      
                      
                      
                      45,583Total current
      assets
                      
                      
                      144,566
                      
                      
                      
                      54,404Property and equipment, net
      accumulated depreciation of $1,014,218 and $936,332,
      respectively
                      
                      
                      128,209
                      
                      
                      
                      206,096Intangible asset –
      patent
                      
                      
                      5,300
                      
                      
                      
                      -Deposits
                      
                      
                      914,517
                      
                      
                      
                      -TOTAL
ASSETS
                      
                      $
                      1,192,592
                      
                      
                      $
                      260,500LIABILITIESCurrent
      liabilities:Accounts
      payable
                      
                      $
                      1,485,332
                      
                      
                      $
                      1,345,174Accrued
      expenses
                      
                      
                      2,343,614
                      
                      
                      
                      2,189,269Notes payable - current
      portion
                      
                      
                      2,128,440
                      
                      
                      
                      1,092,126Settlement
      obligation
                      
                      
                      8,686,824
                      
                      
                      
                      8,686,824Short-term debt – related
      parties
                      
                      
                      2,884,632
                      
                      
                      
                      2,887,013Short-term convertible debt –
      related parties
                      
                      
                      89,000
                      
                      
                      
                      -Total current
      liabilities
                      
                      
                      17,617,842
                      
                      
                      
                      16,200,406Convertible debt less
      current portion – related parties
                      
                      
                      1,500,000
                      
                      
                      
                      -Total
      liabilities
                      
                      
                      19,117,842
                      
                      
                      
                      16,200,406Commitments and
      contingenciesSTOCKHOLDERS’
      DEFICITPreferred stock, 300,000,000
      shares authorized, none issued and outstanding
                      
                      
                      -
                      
                      
                      
                      -Common stock, $.001 par value;
      300,000,000 shares authorized; 188,655,705 and 106,969,733 shares issued
      and outstanding, respectively
                      
                      
                      188,654
                      
                      
                      
                      106,970Additional paid-in
      capital
                      
                      
                      52,928,081
                      
                      
                      
                      47,294,900Accumulated
      deficit
                      
                      
                      (71,041,985
                      )
                      
                      
                      (63,341,776
                      )Total stockholders’
      deficit
                      
                      
                      (17,925,250
                      )
                      
                      
                      (15,939,906
                      )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
                      
                      $
                      1,192,592
                      
                      
                      $
                      260,500
 
 
 
 
 See
accompanying notes to unaudited consolidated financial
statements.
  
  EARTH
SEARCH SCIENCES, INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (UNAUDITED)
 
 
 Three
      months ended
                                                              December
      31,
                                                            
                                                            Nine
      months ended
                                                              December
      31,2008
                                                            
                                                            2007
                                                            
                                                            2008
                                                            
                                                            2007Revenues
                                                            $-
                                                            
                                                            $-
                                                            
                                                            $-
                                                            
                                                            $22,750Operating
      expensesLate
      fees related to settlement agreement
                                                            -
                                                            
                                                            1,176,390
                                                            
                                                            -
                                                            
                                                            3,043,098Depreciation
      and amortization
                                                            25,962
                                                            
                                                            25,962
                                                            
                                                            77,886
                                                            
                                                            77,886General
      and administrative
                                                            477,221
                                                            
                                                            242,509
                                                            
                                                            7,163,453
                                                            
                                                            883,044Total
      expenses
                                                            503,183
                                                            
                                                            1,444,861
                                                            
                                                            7,241,339
                                                            
                                                            4,004,028Loss
      from operations
                                                            (503,183)
                                                            
                                                            (1,444,861)
                                                            
                                                            (7,241,339
                                                            
                                                            (3,981,278)Other
      income (expense)Gain
      on settlement of debt
                                                            -
                                                            
                                                            -
                                                            
                                                            -
                                                            
                                                            15,049Interest
      expense
                                                            (186,162)
                                                            
                                                            (180,173)
                                                            
                                                            (458,870
                                                            
                                                            (418,810)Net
      ( loss)
                                                            $
      (689,345)
                                                            
                                                            $
      (1,625,034)
                                                            
                                                            $
      (7,700,209)
                                                            
                                                            $
      (4,385,039)Basic
      and diluted:Loss
      per share
                                                            $
      (0.00)
                                                            
                                                            $       
      
      (0.02)
                                                            
                                                            $
      (0.05)
                                                            
                                                            $
      (0.05)Weighted
      average common shares outstanding
                                                            185,049,571
                                                            
                                                            98,444,611
                                                            
                                                            151,262,078
                                                            
                                                            97,361,464
 
 
 
 
 
 See
accompanying notes to unaudited consolidated financial statements.
 
  
  EARTH
SEARCH SCIENCES, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine Months Ended December
      31,2008
                    
                    2007CASH FLOWS FROM OPERATING
      ACTIVITIESNet loss
                    $
                    (7,700,209)
                    
                    $
                    (4,385,039)Adjustments to reconcile net loss
      to cash used in operating activities:Depreciation and
      amortization
                    
                    77,886
                    
                    
                    77,886Amortization of deferred finance
      costs
                    
                    21,013
                    
                    
                    22,985Common stock issued for
      services
                    
                    1,073,003
                    
                    
                    246,759Common stock issued for services
      related to the purchase of asset - General Synfuels
      International
                    
                    2,994,700
                    
                    
                    -Payable issued for services
      related to the purchase of asset - General Synfuels
      International
                    
                    2,500,000
                    
                    
                    -Common stock issued for vendor
      payable
                    
                    129,969
                    
                    
                    -Imputed
      interest
                    
                    148,393
                    
                    
                    33,854Gain on settlement of
      debt
                    
                    -
                    
                    
                    (15,049)Changes in assets and
      liabilities:Accounts payable and accrued
      expenses
                    
                    27,044
                    
                    
                    35,894Accounts payable – related
      party
                    
                    3,660
                    
                    
                    -Accrued interest – related
      parties
                    
                    68,500
                    
                    
                    162,083Deposits
                    
                    (722,057)
                    
                    
                    -Prepaid
      expenses
                    
                    43,314
                    
                    
                    -Account
      receivable
                    
                    -
                    
                    
                    (22,750)Accrued settlement
      liability
                    
                    -
                    
                    
                    3,252,565Accrued officers
      compensation
                    
                    
                    
                    
                    180,000NET CASH USED IN OPERATING
      ACTIVITIES
                    
                    (1,334,784)
                    
                    
                    (410,812)CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds from stockholder loans,
      net
                    
                    103,000
                    
                    
                    341,500Repayment on related party
      debt
                    
                    (88,541)
                    
                    
                    (317,355)Proceeds from subscription
      receivable
                    
                    -
                    
                    
                    250,000Financing
    costs
                    
                    -
                    
                    
                    (47,347)Proceeds from issuance of common
      stock
                    
                    1,363,500
                    
                    
                    360,000Proceeds from issuance of
      notes
                    
                    140,000Principal payments on short-term
      debt
                    
                    (103,686)
                    
                    
                    -Principal payments on long-term
      debt
                    
                    -
                    
                    
                    (114,313)NET CASH PROVIDED BY FINANCING
      ACTIVITIES
                    
                    1,414,273
                    
                    
                    472,485NET INCREASE IN
      CASH
                    
                    79,489
                    
                    
                    61,673CASH AT BEGINNING OF
      PERIOD
                    
                    8,821
                    
                    
                    23,182CASH AT END OF
      PERIOD
                    $
                    88,310
                    
                    $
                    84,855SUPPLEMENTAL CASH FLOW
      INFORMATION:Interest
    paid
                    $
                    169,192
                    
                    $
                    92,407Taxes paid
                    
                    -
                    
                    
                    -Non-cash financing and investing
      activities:Common stock issued for
      asset
                    $
                    5,300
                    
                    
                    -Deposit included in accounts
      payable
                    $
                    192,460
                    
                    
                    -Prepaid compensation in accounts
      payable
                    $
                    75,000
                    
                    
                    -Common stock issued for debt
      repayment
                    $
                    -
                    
                    $
                    26,000
 
   
 
 See
accompanying notes to unaudited consolidated financial
statements.
  
  EARTH
SEARCH SCIENCES, INC.
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
 Nine
months ended December 31, 2008
 (Unaudited)
 
 
 Common
    Shares
                      
                      Stock
                        Amount
                      
                      AdditionalPaid-inCapital
                      
                      Treasury
                        Stock
                      
                      Accumulated
                        Deficit
                      
                      TotalBalances at
      March 31, 2008
                      106,969,733
                      
                      $
                      106,970
                      
                      $
                      47,494,900
                      
                      $
                      (200,000)
                      
                      $
                      (63,341,776)
                      
                      $
                      (15,939,906)Issuance of common stock for stock
      payable
                      1,708,890
                      
                      
                      1,708
                      
                      
                      128,261
                      
                      
                      
                      
                      
                      
                      
                      
                      129,969Issuance of common stock for
      services
                      19,913,750
                      
                      
                      19,914
                      
                      
                      1,053,089
                      
                      
                      
                      
                      
                      
                      
                      
                      1,073,003Issuance of common stockfor cash
                      26,729,999
                      
                      
                      26,729
                      
                      
                      1,336,771
                      
                      
                      
                      
                      
                      
                      
                      
                      1,363,500Issuance of common stock for
      General Synfuels International
                      33,333,333
                      
                      
                      33,333
                      
                      
                      2,966,667
                      
                      
                      
                      
                      
                      
                      
                      
                      3,000,000Imputed
      Interest
                      
                      
                      
                      
                      
                      
                      148,393
                      
                      
                      
                      
                      
                      
                      
                      
                      148,393Net loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (7,700,209)
                      
                      
                      (7,700,209)Balances at
      December 31, 2008
                      188,655,705
                      
                      $
                      188,654
                      
                      $
                      53,128,081
                      
                      $
                      (200,000)
                      
                      $
                      (71,041,985)
                      
                      $
                      (17,925,250)
 
 
 
 
 
 
 
 See
accompanying notes to unaudited consolidated financial
statements.
  
  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 for the fiscal year ended March 31, 2008. 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 2008 as reported in the 10-KSB have been
omitted.
 
 Certain prior period amounts have been
reclassified to conform to the current period presentation.
 
 NOTE 2 - GOING
CONCERN
 As shown in the accompanying financial
statements, we incurred a net loss of $7,700,209 for the nine months ended
December 31, 2008 and had an accumulated deficit of $71,041,985 and a working
capital deficit of $17,473,276 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
3 – ACQUISITION OF ASSET FROM ENTITY UNDER COMMON CONTROL
 On August
15th
of 2008 ESSI acquired all of the outstanding shares of General Synfuels
International, Inc. (GSI), an entity controlled by certain management and
directors of ESSI. This transaction was account for as an asset purchase due to
the fact that GSI was dormant, did not have customers or employees and only held
certain proprietary rights, patent, technology and construction plans for a
gasification process to recover the oil and gas from oil shale. In addition, the
asset was recorded at its historical cost due to the fact that this transaction
was between entities under common control. Prior to the acquisition, both
entities were controlled by certain members of management. The $5,494,700 value
in excess of the historical cost of the asset was recorded as compensation
expense.
 
 ESSI paid
the individual GSI Shareholders $5,500,000: 33,333,333 shares of common stock
valued at $3,000,000 based on the closing price of ESSI’s stock on the date of
the transaction; and $2,500,000 in the form of promissory notespayable to the GSI shareholders in five
equal payments of $500,000, commencing on the first business day of February
2009, and continuing on the first business day of each sixth calendar month
thereafter until paid. At ESSI’s election, each promissory note payable
can be converted into ESSI common stock at a 40% discount to the average trading
price of ESSI common stock 5 days prior to the emission of payment. Because this
transaction was between entities under common control, the patent asset was
recorded at its historical cost of $5,300 and the remaining value of
$5,494,700 was recorded as compensation expense for the period ended December
31, 2008, as the shareholders didn’t contribute any additional assets, tangible
or intangible of value.
 
 In addition, ESSI evaluated the
conversion option of the promissory note under SFAS No. 133 and EITF 00-19 and
determined that the feature does not have characteristics of a liability because
the conversion is not at the note holder’s option.
 
 On August 15, 2008, ESSI entered into
three Consulting Agreements (the “Consulting Agreement”) with each of the GSI
Shareholders, Ken Danchuk, Larry Vance, and Ron McQueen.
 
 Under the terms of the Mr. Danchuk’s
Consulting Agreement, he will perform services for a period of six months and
will receive a fee of $125,000, $50,000 of which was paid upon the execution of
the agreement. The remaining $75,000 was paid in the form of a note payable,
scheduled to be repaid in three equal installments of $25,000 each, with the
first installment due on December 15, 2008. The first payment due date was
extended to February 15, 2009. The remaining two payments of $25,000 each are
due on April 15, 2009 and June 15, 2009. The total consulting fee of $125,000 is
recognized ratably over the term of the agreement. As of December 31, 2008, ESSI
recognized approximately $94,000 in consulting expense related to this
agreement. In addition, the unearned balance of $31,000 is recordedin
prepaid expenses as of December
31, 2008.Mr. Danchuk will advise ESSI on the corporate requirements
structure of GSI so as to integrate GSI into a successful ESSI subsidiary
company as well as the selection and implementation of a new internet website
and corporate communication system. Mr. Danchuk will also assist ESSI in the
analysis, planning and production of corporate executive planning
documents.
 
 Pursuant to the terms of the Consulting
Agreement, Mr. Vance was to be paid $250,000 on December 31, 2008. ESSI has
received an extension on this payment date due to the market value of our stock
and the current fund raising environment.Mr. Vance will advise ESSI in a
variety of areas, such as; the direction and strategy for successful mineral and
hydrocarbon exploration and exploitation, implementation of the oil shale
gasification technology represented, selection and preparation of superior oil
and shale land sites, and the highest and best use of the hyperspectral remote
sensing technology. Mr. Vance will also act in an executive managerial capacity
as required and hold the position of chairman of the technical Advisory Board
for ESSI.
 
 In August
2008, ESSI entered into a one year consulting agreement with Ron McQueen to
provide advice to ESSI in technical areas such as construction and installation
of the oil shale gasification technology. In consideration for services
rendered, Mr. McQueen received 1,587,122 shares of our common stock valued at
$132,841, which represents that market value on the date of grant. These shares
were issued effective as of the agreement date therefore we recorded expense of
$132,841 for the quarter ended December 31, 2008.
 
 NOTE 4 – DEVELOPMENT OF OIL SHALE
GASIFCATION PROTOTYPE
 During the nine months ended December
31, 2008, we recorded $914,517 in deposits related to the development of a
prototype related to the oil shale gasification process acquired through GSI. As
of December 31, 2008, $192,460 of the $914,517 remained unpaid and was reported
in accounts payable. The work on the prototype was completed and the unpaid
balance due and payable.
 
 NOTE 5 – DEBT
 During the nine months ended December
31, 2008 our subsidiary General Synfuels International issued 10% convertible
promissory notes in the amount of $229,000. These one year notes carry an
automatic conversion into GSI stock, at a price equal to 70% of the purchase
price per share paid by equity investors, upon an equity financing in GSI of at
least $3,000,000. If GSI is sold before conversion occurs an amount of 1.5 times
the principal amount becomes due and payable.
 
 We evaluated the conversion option of
the promissory note under SFAS No. 133 and EITF 00-19. Contracts that are
indexed in and potentially settled in the stock of a subsidiary is excluded from
the scope of EITF 00-19. Further, EITF 99-01 clarifies that debt convertible
into the stock of a consolidated subsidiary should be accounted for in
accordance with APB14 since such instrument is not subject to SFAS No.
133.  APB14 states that no portion of the proceeds should be accounted
for as attributable to the conversion feature.  Therefore, these
instruments are not considered to be a derivative nor contain a beneficial
conversion feature.
 
 NOTE 6 - EQUITY
 During the nine
months ended December 31, 2008 we issued:
 
 ·
              13,008,712 shares of stock valued
      at $739,920 to various individuals for consulting services. The value of
      the stock was based on the quoted market price on the measurement date,
      which was primarily the date of
grant.
 
 ·
              6,905,038 shares of common stock
      valued at $333,083 to new management as sign on bonuses, partial
      compensation and Directors Compensation. The value of the stock was based
      on the quoted market price on the date of
  grant.
 
 ·
              1,708,890 shares of stock valued
      at $129,969 for a stock payable pursuant to a consulting
      agreement.
 
 ·
              26,729,999 shares of stock valued
      at $1,363,500 to various individuals for
  cash.
 
 ·
              33,333,333 shares of common stock
      valued at $3,000,000 in connection with the acquisition of assets from the
      shareholders of General Synfuels
  International.
  
  
 
 FORWARD-LOOKING
STATEMENTS
  This Quarterly Report on Form 10-Q,
including “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in this Item 2 of Part I of this Quarterly Report include
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance, or achievements expressed or implied
by forward-looking statements.
 
 In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
“proposed,” “intended,” or “continue” or the negative of these terms or other
comparable terminology. You should read statements that contain these words
carefully, because they discuss our expectations about our future operating
results or our future financial condition or state other “forward-looking”
information. There may be events in the future that we are not able to
accurately predict or control. You should be aware that the occurrence of any of
the events described in this Quarterly Report could substantially harm our
business, results of operations and financial condition, and that upon the
occurrence of any of these events, the trading price of our securities. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, growth rates, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this Quarterly Report to conform
these statements to actual results.
 
 MANAGEMENT’S DISCUSSION AND
ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 CORPORATE FOCUS
 Earth Search Sciences, Inc. (ESSI) is a
Utah corporation. We have five wholly-owned subsidiaries: Skywatch Exploration,
Inc., Polyspectrum Imaging, Inc., Geoprobe, Inc., STDC, Inc and General Synfuels
International (GSI). 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. General Synfuels International became
active during the quarter ending December 31, 2008.
 
 We did
not generate any revenue during fiscal year 2008, have no current business
operations and are currently focused on two potential business
ventures.
 
 Starting
in July 2008, Luis Lugo replaced Larry Vance as CEO of ESSI and joined the Board
of Directors. Mr. Vance will remain as Chairman of Board of ESSI. In conjunction
with Mr. Lugo becoming CEO, ESSI will redefine its business focus over the next
several months.
 
 First, we
are working with certain investors to develop and employ technology in the
extraction of oil and gas from oil shale. During the third quarter ESSI acquired
General Synfuels International, Inc, owner of the world-wide proprietary rights,
patent, technology, construction plans and materials and operational capability
for a gasification process to recover the oil and gas from oil shale. GSI has
begun to refine the design and begin development of our proof of concept
prototype. However, the current state of the financial markets has negatively
impacted our ability to raise the additional funds necessary to complete our
prototype. Our current plan is to complete a field test of this technology as
early as the third quarter of 2009 and subsequent commercial development as
early as 2011. Additionally we are in the process of securing oil shale land in
both Wyoming and Colorado.
 
 GSI
continues to develop additional patents related to our technology and as part of
that process we are exploring a tar sands application. We anticipate the tar
sands application to be used internationally.
 
 Second,
we are seeking joint venture opportunities with private industry,
universities and state and federal agencies to develop, package and deliver,
through the application of our hyperspectral remote sensing solutions,
applications and associated technologies, superior airborne mapping products and
services. Our airborne hyperspectral remote sensing technology is designed to
identify specific surface substances and materials by measuring the reflectance
of light from their surface. Their first spectroscopic instrument, the PROBE 1,
was initially developed with the assistance of NASA and used a small aircraft as
the instrument platform to obtain data from high altitudes over many different
terrains. The information was precise enough to enable detailed analysis of a
dynamic environment or object in a manner previously unattainable, and can be
used for the discovery of certain natural resources.
 
 Exploitation
of Oil and Gas from Oil Shale
 On August
15th
of 2008 ESSI acquired all of the outstanding shares of General Synfuels
International, Inc. (GSI), an entity controlled by certain management and
directors of ESSI. This transaction was account for as an asset purchase due to
the fact that GSI was dormant, did not have customers or employees and only held
certain proprietary rights, patent, technology and construction plans for a
gasification process to recover the oil and gas from oil shale. In addition, the
asset was recorded at its historical cost due to the fact that this transaction
was between entities under common control. Prior to the acquisition, both
entities were controlled by certain members of management. The $5,494,700 value
in excess of the historical cost of the asset was recorded as compensation
expense.
 
 ESSI paid
the individual GSI Shareholders $5,500,000: 33,333,333 shares of common stock
valued at $3,000,000 based on the closing price of ESSI’s stock on the date of
the transaction; and $2,500,000 in the form of promissory notespayable to the GSI shareholders in five
equal payments of $500,000, commencing on the first business day of February
2009, and continuing on the first business day of each sixth calendar month
thereafter until paid. At ESSI’s election, each promissory note payable
can be converted into ESSI common stock at a 40% discount to the average trading
price of ESSI common stock 5 days prior to the emission of payment. Because this
transaction was between entities under common control, the patent asset was
recorded at its historical cost of $5,300 and the remaining value of
$5,494,700 was recorded as compensation expense for the period ended September
30, 200, as the shareholders didn’t contribute any additional assets, tangible
or intangible of value.ESSI has also entered into a Consulting Agreement
with each of the GSI Shareholders. The GSI Shareholders are Ken Danchuk, Ron
McQueen and Larry Vance.
 
 Due to
the current market conditions and fund raising environment ESSI is currently in
negotiations with the GSI acquisition note holders to restructure the promissory
notes.
 
 Mr.
Danchuk will advise ESSI on the corporate requirements structure of GSI so as to
integrate GSI into a successful ESSI subsidiary company as well as the selection
and implementation of a new internet website and corporate communication system.
Mr. Danchuk will also assist ESSI in the analysis, planning and production of
corporate executive planning documents.
 
 Mr.
McQueen will advise ESSI in technical areas, such as; construction and
installation of the oil shale gasification technology provided by GSI, on high
temperature application of the technology and equipment as pertains to the
geology of selected test sites. Mr. McQueen will also assist ESSI in liaison
with engineering and environmental consultants regarding drilling and
environmental issues, and act as an assistant to the project manager(s) as
requested.
 
 In
addition to his role as Chairman of the Board, Mr. Vance will advise ESSI in a
variety of areas, such as; the direction and strategy for successful mineral and
hydrocarbon exploration and exploitation, implementation of the oil shale
gasification technology represented, selection and preparation of superior oil
and shale land sites, and the highest and best use of the hyperspectral remote
sensing technology. Mr. Vance will also act in an executive managerial capacity
as required and hold the position of chairman of the technical Advisory Board
for ESSI.
 
 GSI is
currently examining various private oil shale sites in Colorado and Wyoming for
a test plant as well as starting the process of applying for a Bureau of Land
Management R&D oil shale lease. The test plant is budgeted for approximately
$5 million as a first stage development cost. The purpose of this plant is to
prove the technology.
 
 We have
engaged Industrial Systems, Inc. (ISI) as the primary engineering and
fabrication firm supporting our Oil Shale Recovery Project. ISI is strategically
located and has the growth potential needed to support our future commercial
developments. During the quarter ending December 31, 2008 we capitalized
approximately $143,000 in payments to ISI, in the form of deposits, related to
the development of our oil shale gasification prototype. The deposits were used
to fund design and construction costs incurred during the period ended December
31, 2008. Once the prototype is complete, further investment will be required
for commercial production.
 
 Hyperspectral
Remote Sensing Solutions
 In the
past, we have utilized 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.
 
 We are
actively seeking funding to engineer and manufacture a third generation probe
instrument, which will be capable of analyzing substantially more data inputs,
including chemical, light, pressure, vibration, and acceleration. The new design
will operate at extremely high speed with excellent resolution. We expect that
the combination of substantially improved analysis and higher resolution will
open up new markets.
 
 We are
currently evaluating hyperspectral imagery collected to date so that we can
determine whether this archive of information can be used to locate mineral
properties.
 
 Our
aircraft was grounded in 2006 for FAA required maintenance and repairs. As a
result, our hyperspectral remote sensing operations have ceased until such time
that we raise sufficient funding to repair our aircraft or purchase a new
aircraft.
 
 RESULTS
OF OPERATIONS
 Our data
collection aircraft was grounded for repairs for FAA required maintenance in
2006 and has not been operational since that time. As a result, we had no
revenues during the fiscal year ended March 31, 2008 and did not record any
revenues during the nine months ended December 31, 2008.
 
 We
incurred no late fees related to a settlement agreement for the nine month
period ended December 31, 2008, compared to $3,043,098 for the same period in
2007. We anticipate no further late fees will be incurred during the fiscal year
ending March 31, 2009.
 
 Depreciation
and amortization expense was $77,886 for the nine month period ended December
31, 2008, and for the same period of 2007.
 
 General
and administrative expenses were $7,163,453 for the nine month period ended
December 31, 2008, compared to $883,044 for the corresponding period of 2007.
General and administrative expenses are higher primarily due to the purchase
ofGeneral Synfuels International,
Inc. from a related party. In connection with the purchase, we recognized
$5,494,700of compensation expense.
 
 Interest
expense for the nine month period ended December 31, 2008, was $458,870 compared
to interest expense of $418,810 for the corresponding period in
2007.
 
 LIQUIDITY AND CAPITAL
RESOURCES
 Net cash used in operating activities
was $1,334,784 for the nine month period ended December 31, 2008 compared to net
cash used by operating activities of $410,812 for the nine month period ended
December 31, 2007. The increase in cash used in operations is primarily due to
deposits related to our oil shale recovery prototype and the payment of various
accounts payable.
 
 Net cash provided by financing
activities was $1,414,273 for the nine month period ended December 30, 2008
compared to cash provided of $472,485 for the same period of 2007. During the
nine months ended December 31, 2008, we received $1,363,500 of cash from private
placements of our common stock and $243,000 in debt financing which was offset
by payments on related party debt and short term debt totaling $192,227. This
compared to proceeds from a subscription receivable of $250,000 and cash from a
private placement of $360,000 for the similar period in 2007 that was offset by
payments on debt and financing costs of $479,015.
 
 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 development of our oil shale extraction technology and 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.
 
 ITEM 3.QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 As a smaller reporting company, ESSI is
not required to provide disclosure under this Part I, Item
3.
 
 ITEM 4T. CONTROLS AND PROCEDURES
 
 Disclosure Controls and
Procedures
 Our management, principally our Chief
Executive Officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, our management concluded that our disclosure controls and procedures
as of the end of the period covered by this report were not effective such that
the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934 is (i.) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and (ii)
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding disclosure. As part of our management’s assessment of internal
controls over financial reporting as of March 31, 2008 we identified material
weaknesses in our internal controls which we viewed as an integral part of our
disclosure controls and procedures. The material weakness is identified below
and as of December 31, 2008 have been partially remediated.
 
 There is an over-reliance upon
independent financial reporting consultants for review of critical accounting
areas and disclosures and material non-standard
transactions.
 
 There is a lack of sufficient accounting
staff which results in a lack of segregation of duties necessary for a good
system of internal control.
 
 Changes in
Internal Control Over Financial Reporting
 On September 1, 2008 we hired Charles G.
Bridge as Chief Financial Officer. Mr. Bridge has an extensive financial
background and experience as a Chief Financial Officer. There have been no other
changes in our internal control over financial reporting that occurred during
the period covered by this report that have materially affected, or that are
reasonably likely to materially affect our internal control over financial
reporting.
 
 
 
  
  PART
II
 OTHER
INFORMATION REQUIRED
 
 Item
1.  Legal proceedings
 None
 
 Item
2.  Unregistered sales of equity securities
 During the three month period ended
December 31, 2008, we issued the following shares of unregistered equity
securities:
 
 ·
              On October 6, 2008 we issued
      997,773 shares of our common stock valued at $59,866 or $0.06 per share to
      management for accrued
expenses.
 ·
              On October 6, 2008 we issued
      400,000 shares of our common stock valued at $24,000 or $0.06 per share to
      Directors as compensation.
 ·
              On November 5, 2008 we issued
      1,111,111 shares of our common stock valued at $33,333 or $0.03 per share
      to Management as partial
compensation.
 ·
              On November 5, 2008 we issued
      1,497,733 shares of our common stock valued at $44,932 or $0.03 per share
      for consulting services.
 ·
              On December 10, 2008 we issued
      1,500,087 shares of our common stock valued at $31,502 or $0.02 per share
      to management for expenses and
  compensation.
 ·
              On December 10, 2008 we issued
      1,731,734 shares of our common stock valued at $36,366 or $0.02 per share
      for consulting services
 
 The
issuance of these securities was exempt from registration under Section 4(2) of
the Securities Act. The purchasers were either (a) “accredited investors” within
the meaning of Rule 501 of Regulation D promulgated under the Securities Act or
(c) had a pre-existing or personal relationship with the Company. There was no
advertising or public solicitation in connection with these transactions by ESSI
or anyone acting on ESSI’s behalf.
 
 Item
3.  Defaults upon senior securities
 None
 
 
 Item
4.  Submission of matters to a vote of security holders
 None
 
 
 Item
5.  Other information
 None
 
 Item
6.  Exhibits
 Exhibit
      Number
                  Description3.1
                  Articles
      of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to
      the Registrant’s Forms 10-K for the fiscal years ended March 31, 1995 and
      March 31, 1996).3.2
                  Bylaws
      (Incorporated by reference to Exhibit 3.2 to the Registrants’ Form 10-K
      for the fiscal year ended March 31, 1995).10.1
                  Purchase
      and Sale of Business Agreement between Earth Search Sciences, Inc. and Ken
      Danchuk, Ron McQueen and Larry Vance dated August 15, 2008 (Incorporated
      by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8K
      as filed September 9, 2008)10.2
                  Promissory
      Note of Earth Search Sciences, Inc. in favor of Ken Danchuk dated August
      15, 2008 (Incorporated by reference to Exhibit 10.2 to the Registrant’s
      Current Report on Form 8K as filed September 9, 2008)10.3
                  Promissory
      Note of Earth Search Sciences, Inc. in favor of Ron McQueen dated August
      15, 2008 (Incorporated by reference to Exhibit 10.3 to the Registrant’s
      Current Report on Form 8K as filed September 9, 2008)10.4
                  Promissory
      Note of Earth Search Sciences, Inc. in favor of Larry Vance dated August
      15, 2008 (Incorporated by reference to Exhibit 10.4 to the Registrant’s
      Current Report on Form 8K as filed September 9, 2008)10.5
                  Agreement
      for Consulting Services between Earth Search Sciences, Inc. and Ken
      Danchuk dated August 15, 2008 (Incorporated by reference to Exhibit 10.5
      to the Registrant’s Current Report on Form 8K as filed September 9,
      2008)10.6
                  Agreement
      for Consulting Services between Earth Search Sciences, Inc. and Ron
      McQueen dated August 15, 2008 (Incorporated by reference to Exhibit 10.6
      to the Registrant’s Current Report on Form 8K as filed September 9,
      2008)10.7
                  Agreement
      for Consulting Services between Earth Search Sciences, Inc. and Larry
      Vance dated August 15, 2008 (Incorporated by reference to Exhibit 10.7 to
      the Registrant’s Current Report on Form 8K as filed September 9,
      2008)31.1
                  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)
 
  
  
 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 17, 2008
              /s/ Luis F.
      LugoLuis
      F. LugoPrincipal
      Executive Officer
 
 
 
 Date:
      February 17, 2008
              /s/ Charles G.
      BridgeCharles
      BridgePrincipal
      Accounting Officer