SECURITIES
      AND EXCHANGE COMMISSION


**Washington,
        D.C.  20549**
 
 **FORM
        10-QSB**
 
 QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        quarterly period ended:  **June 30, 2007**
 Commission
        File No. **000-19566**
 
 **EARTH
        SEARCH SCIENCES, INC.**
 (Exact
        Name of Registrant as Specified in its Charter)
 
 **Utah**
              **87-0437723**(State
                  or other Jurisdiction of Incorporation or Organization)
              (IRS
                  Employer ID)
 
 
 **306
        Stoner Loop Road, Lakeside, MT 59922**
 (Address
        of Principal Executive Offices, Including Zip Code)
 
 Registrant's
        telephone number, including area code:**(406)
        751-5200**
 
 Indicate
        by check mark whether the Registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
        the preceding 12 months (or for such shorter period that the Registrant was
        required to file such reports), and (2) has been subject to such filing
        requirement for the past 90 days. Yes x    No
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes     No x
  The
        number of shares outstanding of each of the registrant's classes of common
        stock, as of August 17, 2007, covered by this report: 96,692,760
        shares.  The registrant has only one class of common
        stock.
 
 Transitional
        Small Business Disclosure Format (check one):    Yes
    No x
  
 
  **EARTH
        SEARCH SCIENCES, INC.**
 
 **TABLE
        OF CONTENTS**
 
 **FORM
        10-QSB**
 
 **QUARTER
        ENDED JUNE 30, 2007**
 
 **PART
        I**
 
 **FINANCIAL
        INFORMATION**
 
 
 **Item
                  1.**
              **Consolidated
                  Financial Statements
                  (Unaudited)**
              
              **Page**Consolidated
                  Balance Sheets as of June 30, 2007  and
                  March 31, 2007
              
              3Consolidated
                  Statements of Operations for the
                  three  months ended June 30, 2007 and 2006
              
              4Consolidated
                  Statements of Cash Flows for the
                  three  months ended June 30, 2007 and 2006
              
              5Consolidated
                  Statement of Changes in Stockholders’ Deficit
                  for the three months ended June 30, 2007
              
              6Selected
                  notes to consolidated financial
                  statements
              
              7**Item
                  2.**
              **Management's
                  Discussion and Analysis of  Financial
                  Condition and Results of Operations**
              
              9**Item
                  3.**
              **Controls
                  and Procedures**
              
              15
 
 
 **PART
        II**
 
 **OTHER
        INFORMATION REQUIRED**
 
 Item
                  1.
              Legal
                  Proceedings
              16Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              16Item
                  3.
              Defaults
                  Upon Senior Securities
              16Item
                  4.
              Submission
                  of Matters of a Vote of Security
                  Holders
              16Item
                  5.
              Other
                  information
              16Item
                  6.
              Exhibits
              16
  2
 ***Table
            of Contents***
  EARTH
        SEARCH SCIENCES, INC.
 CONSOLIDATED
        BALANCE SHEETS
 (UNAUDITED)
 
 June
                  30, 2007
              
              
              March
                  31, 2007ASSETSCurrent
                  assets:Cash
              
              $
              135,218
              
              
              $
              23,182Accounts
                  receivable
              
              
              132
              
              
              
              132Loan
                  costs, net of accumulated amortization of $201,084 and $199,998,
                  respectively
              
              
              66,595
              
              
              
              28,225Total
                  current assets
              
              
              201,945
              
              
              
              51,539Property
                  and equipment, net accumulated depreciation  of $858,170 and
                  $832,208, respectively
              
              
              283,982
              
              
              
              309,944TOTAL
                  ASSETS
              
              $
              485,927
              
              
              $
              361,483LIABILITIESCurrent
                  liabilities:Accounts
                  payable
              
              $
              1,157,798
              
              
              $
              1,151,437Accrued
                  expenses
              
              
              769,176
              
              
              
              733,917Accrued
                  officers’ compensation
              
              
              1,207,986
              
              
              
              1,147,986Notes
                  payable - current portion
              
              
              638,576
              
              
              
              836,618Settlement
                  obligation
              
              
              6,363,800
              
              
              
              5,434,259Stockholder
                  loans
              
              
              2,954,334
              
              
              
              2,698,954Total
                  current liabilities
              
              
              13,091,670
              
              
              
              12,003,171Notes
                  payable less current portion
              
              
              319,436
              
              
              
              369,820Total
                  liabilities
              
              
              13,411,106
              
              
              
              12,372,991Commitments
                  and contingencies
              
              
              -
              
              
              
              -STOCKHOLDERS’
                  DEFICITSeries
                  A preferred stock; 200,000 shares authorized, none issued and outstanding;
                  liquidation preference $1,000,000
              
              
              -
              
              
              
              -Common
                  stock, $.001 par value; 200,000,000 shares authorized; 96,692,760
                  and
                  96,327,474 shares issued and outstanding, respectively
              
              
              96,693
              
              
              
              96,328Additional
                  paid-in capital
              
              
              46,727,288
              
              
              
              46,577,053Treasury
                  stock
              
              
              (200,000
              )
              
              
              (200,000
              )Subscription
                  receivable
              
              
              -
              
              
              
              (250,000
              )Accumulated
                  deficit
              
              
              (59,549,160
              )
              
              
              (58,234,889
              )Total
                  stockholders’ deficit
              
              
              (12,925,179
              )
              
              
              (12,011,508
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              485,927
              
              
              $
              361,483
 
 
 See
        accompanying notes to consolidated financial statements.
  3
 ***Table
            of Contents***
  EARTH
        SEARCH SCIENCES, INC.
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (UNAUDITED)
 
 Three
                    months ended
                  June
                    30,2007
                
                
                2006Revenues
                
                $
                -
                
                
                $
                48,179Operating
                    expensesLate
                    fees related to settlement agreement
                
                
                860,040
                
                
                
                448,062Depreciation
                    and amortization
                
                
                34,939
                
                
                
                94,048General
                    and administrative
                
                
                322,039
                
                
                
                697,031Total
                    expenses
                
                
                1,217,018
                
                
                
                1,239,141Loss
                    from operations
                
                
                (1,217,018
                )
                
                
                (1,190,962
                )Other
                    income (expense)Gain
                    on settlement of debt
                
                
                15,049
                
                
                
                -Interest
                    expense
                
                
                (112,302
                )
                
                
                (113,538
                )Net
                    loss
                
                $
                (1,314,271
                )
                
                $
                (1,304,500
                )Basic
                    and diluted:Loss
                    per share
                
                $
                (0.01
                )
                
                $
                (0.02
                )Weighted
                    average common shares outstanding
                
                
                96,570,518
                
                
                
                78,884,577
 
 
 See
        accompanying notes to consolidated financial statements.
  4
 ***Table
            of Contents***
  EARTH
        SEARCH SCIENCES, INC.
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Three
                  Months EndedJune
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (1,314,271
              )
              
              $
              (1,304,500
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Imputed
                  interest
              
              
              11,104Common
                  stock issued for services
              
              
              113,496
              
              
              
              533,326Gain
                  on settlement of debt
              
              
              (15,049
              )
              
              
              -Depreciation
                  and amortization
              
              
              34,939
              
              
              
              94,048Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              -
              
              
              
              16,254Accounts
                  payable – related party
              
              
              (74,620
              )
              
              
              101,328Accounts
                  payable and accrued expenses
              
              
              32,285
              
              
              
              31,084Accrued
                  officers compensation
              
              
              60,000
              
              
              
              60,000Accrued
                  settlement liability
              
              
              929,541
              
              
              
              517,998NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (222,575
              )
              
              
              49,538CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from stockholder loans, net
              
              
              330,000
              
              
              
              -Proceeds
                  from subscription receivable
              
              
              250,000
              
              
              
              -Financing
                  costs
              
              
              (47,347
              )
              
              
              -Payment
                  on long-term debt
              
              
              (198,042
              )
              
              
              -Repayments
                  on notes payable
              
              
              -
              
              
              
              (49,000
              )NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              334,611
              
              
              
              (49,000
              )NET
                  INCREASE IN CASH
              
              
              112,036
              
              
              
              538CASH
                  AT BEGINNING OF PERIOD
              
              
              23,182
              
              
              
              40,900CASH
                  AT END OF PERIOD
              
              $
              135,218
              
              
              $
              41,438SUPPLEMENTAL
                  CASH FLOW INFORMATION:Interest
                  paid
              
              $
              -
              
              
              $
              -Taxes
                  paid
              
              
              -
              
              
              
              -Non-cash
                  financing and investing activities:Common
                  stock issued for debt repayment
              
              $
              26,000
              
              
              $
              72,000
 
 
 See
        accompanying notes to consolidated financial statements.
  5
 ***Table
            of Contents***
  EARTH
        SEARCH SCIENCES, INC.
 CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
 Three
        months ended June 30, 2007
 
 
 Common
                Shares
              
              
              Stock
                Amount
              
              
              Additional
                Paid-in
                Capital
              
              
              Treasury
                Stock
              
              
              Subscription
                Receivable
              
              
              Accumulated
                Deficit
              
              
              TotalBalances
                  at March 31, 2007
              
              
              96,327,473
              
              
              $
              96,328
              
              
              $
              46,577,053
              
              
              $
              (200,000
              )
              
              $
              (250,000
              )
              
              $
              (58,234,889
              )
              
              $
              (12,011,508
              )Payment
                  of subscription receivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              250,000
              
              
              
              
              
              
              
              250,000Issuance
                  of common stock for debt
              
              
              65,000
              
              
              
              65
              
              
              
              25,935
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              26,000Issuance
                  of common stock for services rendered
              
              
              300,287
              
              
              
              300
              
              
              
              113,196
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              113,496Imputed
                  interest
              
              
              
              
              
              
              
              
              
              
              11,104
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11,104Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,314,271
              )
              
              
              (1,314,271
              )Balances
                  at June 30, 2007
              
              
              96,692,760
              
              
              $
              96,693
              
              
              $
              46,727,288
              
              
              $
              (200,000
              )
              
              $
              -
              
              
              $
              (59,549,160
              )
              
              $
              (12,925,179
              )
 
 
 See
        accompanying notes to consolidated financial statements.
  6
 ***Table
            of Contents***
  EARTH
        SEARCH SCIENCES, INC
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        1 -
        BASIS OF PRESENTATION
 
 The
        accompanying unaudited interim consolidated financial statements of Earth
        Search
        Sciences, Inc. ("ESSI") have been prepared in accordance with accounting
        principles generally accepted in the United States of America and the rules
        of
        the Securities and Exchange Commission ("SEC"), and should be read in
        conjunction with the audited financial statements and notes thereto contained
        in
        ESSI's Annual Report filed with the SEC on Form 10-KSB.  In the
        opinion of management, all adjustments, consisting of normal recurring
        adjustments, necessary for a fair presentation of financial position and
        the
        results of operations for the interim periods presented have been reflected
        herein.  The results of operations for the interim periods are not
        necessarily indicative of the results to be expected for the full
        year.  Notes to the financial statements which would substantially
        duplicate the disclosure contained in the audited consolidated financial
        statements for 2007 as reported in the 10-KSB have been omitted.
 
 Certain
        prior period amounts have been reclassified to conform with the current period
        presentation.
 
 NOTE
        2 -
        EQUITY
 
 During
        the quarter ended June 30, 2007 we issued:
 
 -
              300,287
                  shares of stock valued at $113,496 to various individuals for consulting
                  services. The value of the stock was based on the quoted market
                  price on
                  the date of grant.
 
 -
              65,000
                  shares of stock valued at $26,000 for debt pursuant to a settlement
                  agreement between ESSI and the third-party debtor. The value of
                  the stock
                  was based on the quoted market price on the date of grant. The
                  $15,049
                  difference between the liability settled and the value of the stock
                  was
                  recognized as a gain on settlement of debt in accordance with SFAS
                  No.
                  140.
 
 NOTE
        3 -
        LITIGATION
 
 We
        were
        in dispute with another party over a leaseback purchase agreement for a
        Hyperspectral Probe.  On March 23, 2005, ESSI entered into a
        settlement agreement (2005 Settlement Agreement) with Accuprobe to return
        the
        airborne hyperspectral sensor (Probe) and to settle the outstanding debt
        obligations under the related capital lease. Under this agreement, ESSI is
        required to return the Probe on or before August 31, 2005. In the event that
        the
        Probe is not returned, ESSI is charged a shipping, handling and disposition
        fee
        of $250,000. Interest related to the $250,000 began accruing on September
        2,
        2005 at an annual rate of prime plus 4%. In addition, rent is to be accrued
        at
        $250,000 per year beginning April 10, 2000. Interest on unpaid rent accrues
        at a
        rate of prime plus 2% through August 31, 2005 and is due quarterly. After
        August
        31, 2005, interest related to the unpaid rent ceases and is replaced with
        a 5%
        late fee calculated on the entire balance due at the end of each
        month.
 
 We
        returned the Probe in January 2007, however we have been unable to reach
        a final
        settlement and continue to accrue interest, rents and late fees under the
        2005
        Settlement Agreement. Under the 2005 Settlement Agreement, we had accrued
        $6,363,800 in rents, interest and late fees as of June 30, 2007.
 
 NOTE
        4 -
        GOING CONCERN
 
 As
        shown
        in the accompanying financial statements, we incurred a net loss of $1,314,271
        for the three months ended June 30, 2007 and has an accumulated deficit of
        $59,549,160 and a working capital deficit of $12,889,725 as of June 30,
        2007.  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.  The financial statements
        do not include any adjustments that might be necessary if ESSI is unable
        to
        continue as a going concern.
  7
 ***Table
            of Contents***
  NOTE
        5 –
SUBSEQUENT EVENTS
 
 Subsequent
        to June 30, 2007, we granted and issued 411,966 of common stock for services
        valued at $90,633. The value of the stock was based on the quoted market
        price
        on the date of grant.
  8
 ***Table
            of Contents***
  MANAGEMENT'S
        DISCUSSION AND ANALYSIS
 OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 CORPORATE
        FOCUS
 
 In
        December, 1985 we acquired all of the outstanding shares of common stock
        of a
        privately held company known as Earth Search Sciences, Inc. (ESSI), a Utah
        corporation formed on August 29, 1985.  We issued 13,639,600 shares of
        its common stock in exchange for ESSI's outstanding shares.  This
        merger was a reverse acquisition and accounted for as a pooling of
        interests.  Accordingly, the assets and liabilities of the two
        companies were combined at their recorded net book values.  ESSI's
        principal assets were unpatented mining claims in Alaska that were acquired
        from
        ESSI's incorporators at a cost of $126,715.  ESSI's operations were
        the continuing operations of the Company, and ESSI was the entity which had
        substance and control both before and after the merger.
 
 In
        August, 1987 we changed our name to Earth Search Sciences, Inc. and in November,
        1987 ESSI was dissolved.
 
 We
        have
        four wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum
        Imaging, Inc., Geoprobe, Inc., and STDC, Inc. In addition, there are five
        majority-owned consolidated subsidiaries: Earth Search Resources, Inc., Eco
        Probe, Inc., ESSI Probe 1 LC, Petro Probe, Inc. and Terranet, Inc. All
        subsidiaries except Petro Probe were inactive during fiscal 2006 and
        2007.
 
 The
        Company utilizes an aircraft mounted hyperspectral remote sensing instrument
        to
        gather precise geological data from the surface of the Earth. Solar energy
        is
        reflected from surface materials and the instrument, called "Probe-1", captures
        the data in digital form. The Probe-1 is a "whiskbroom style" instrument
        that
        collects data in a cross-track direction by mechanical scanning and in an
        along-track direction by movement of the airborne platform. The instrument
        acts
        as an imaging spectrometer in the reflected solar region of the electromagnetic
        spectrum (0.4 to 2.5 nm). In the VNIR and SWIR, the at-sensor radiance is
        dispersed by four spectrographs onto four detector arrays. Spectral coverage
        is
        nearly continuous in these regions with small gaps in the middle of the 1.4
        and
        1.9 nm atmospheric water bands. In order to avoid geometric distortions in
        the
        recorded imagery, the Probe-1 is mounted on a 3 axis, gyro-stabilized mount.
        Geolocation of nadir pixels is assisted by the recording of aircraft GPS
        positional data and tagging each scan line with a time that is referenced
        to the
        UTC time interrupts from the GPS receiver.
 
 The
        spectral data is processed to identify unique spectra in the image. The captured
        and processed spectra are compared to a library of known material spectra
        called
        "digital fingerprints" and the output allows the identification of mineral,
        compounds and organic matter and the determination of vegetative
        conditions.
 
 In
        the
        fiscal years from 2004 to 2006 the Company's sensors were operated in the
        United
        States and abroad.  Contracts to operate the sensors in the United
        States as an ecological, mining, agricultural, and hydrocarbon target
        identification tool produced revenues of $302,901, $192,297 and $258,843,
        in
        fiscal 2006, 2005, and 2004, respectively.
 
 In
        1997
        we began a two-year contract with Noranda Minerals Inc. to provide hyperspectral
        remote sensing data over multi-continents The agreements called for a series
        of
        flights for Noranda Mining and Exploration Inc. and its affiliates including
        Falconbridge Limited (collectively, the "Noranda Group"). The
        agreements provided the Noranda Group with an exclusive license to use the
        instruments for commercial mining exploration, as long as the Noranda Group
        continued to purchase remote sensing services from the Company in certain
        specified quantities.  The Company was entitled to receive fees for
        services and net smelter royalties or net profit interest royalties from
        certain
        discoveries by the Noranda Group. The licensing agreement with the Noranda
        Group
        provided a $1,000,000 equity investment in ESSI by way of 200,000 preferred
        shares, convertible into 1,000,000 shares of common stock and an option to
        purchase 1,000,000 shares of ESSI common stock at a price of $2.00 per share.
        Targets were flown in Chile, Peru and the North West Territories in
        Canada.
  9
 ***Table
            of Contents***
  Since
        1997, the Company has also collected and holds a substantial archive of Probe
        1
        imagery from Kazakhstan, Australia, British Columbia, Ontario, Quebec, Chile,
        Mexico, California, Nevada, Arizona, Idaho, Montana, and Utah.  At the
        present time the value of this data archive has not been independently appraised
        nor is the value of this archive reflected in the financial
        statements.
 
 The
        Company concluded a memorandum of agreement with Boeing that included the
        use of
        a unique Boeing aircraft possessing exceptional slow flight characteristics
        to
        be used in a variety of applications, the first being the flight over
        Yellowstone National Park as part of a NASA/Yellowstone Ecosystems Studies
        (Y.E.S.) project utilizing ESSI's Probe 1 hyperspectral imaging technology
        to
        collect one meter data to be utilized in addressing riparian
        issues.  Several test flights were performed during the period using
        the Probe 1 technology onboard a Boeing heliocourier aircraft.
 
 The
        Company collected hyperspectral data for the Geosat Committee. The Geosat
        committee was funded from contribution by major U.S. resource
        companies.  The Committee was operated by the University of Texas at
        El Paso under Director, Dr. Rebecca Dodge.  The project completed for
        the Geosat's "Hyperspectal Group Shoot" provided Probe 1 hyperspectral imagery
        to the oil and minerals exploration, environmental assessment, and agriculture
        end-user community, for an evaluation by these communities of its application
        potential.
 
 The
        Company teamed with the University of Idaho in a joint proposal to the Farm
        Bureau and won a contract to overfly the Snake River Basin (Hell's
        Canyon).  The Company also collected hyperspectral data for the
        control and eradication of noxious weed intrusion.  The test results
        were published and initial results proved that airborne hyperspectral imagery
        is
        a useful tool for control of weeds, as well as providing information regarding
        economic indicators pertaining to forecasting crop yield.
 
 The
        Company collected hyperspectral data for Desert Research Institute ("DRI")
        in
        the Kelso Dunes area in southeastern California.  The project
        completed for DRI was to detect change in arid vegetation cover using
        Hyperspectral data in the region known as the Providence
        Mountains.  Detection of disturbance in these regions would aid in
        assessment of ecosystem status and global climate change. The remote sensing
        data combined with ground measurements examined spectral changes occurring
        concurrently with observed changes in percent green cover.
 
 The
        Company co-operated with the Dian Fossey Gorilla Fund International organization
        to utilize hyperspectral remote sensing in a unique project to examine the
        detail of vegetation in the gorillas' habitat in the jungles of
        Rwanda.  Hyperspectral imagery revealed the abundance and distribution
        of the gorillas' principal foods in the Virungas. This information was used
        to
        determine the number of gorillas the habitat can support. National Geographic
        Explorer chronicled the mission in a television documentary that was
        subsequently played on numerous following dates.
 
 In
        1999
        the company was approached by the US Navy to participate in a joint venture
        to
        acquire ownership of a proposed remote sensing satellite. Under the direction
        of
        Office of Naval Research's Naval Space Science and Technology Program Office,
        the Naval EarthMap Observer (NEMO) satellite would be capable of meeting
        the
        hyperspectral and panchromatic needs of many end users with timeliness and
        spatial resolution improved over existing commercial systems. The Navy's
        environmental models supporting operations in the littoral would be considerably
        enhanced by hyperspectral imagery and data products provided by NEMO to improve
        knowledge of the littoral environment with information on bathymetry, water
        clarity and trafficability.
 
 The
        ONR
        signed an Other Transaction with the Space Technology Development Corporation
        (STDC) of Arlington, VA to develop NEMO in conjunction with the Defense Advanced
        Research Projects Agency (DARPA) Dual Use Applications Program (DUAP). DUAP
        is a
        joint program of the Army, Navy, Air Force, DARPA, Director Defense Research
        and
        Engineering (DDR&E), and the Deputy Under Secretary of Defense for
        International and Commercial Programs.  Earth Search Sciences Inc.
        subsequently acquired STDC and its prime contractor partner position with
        the
        ONR. The project was to have a cost of approximately $150 million with the
        private sector portion approximately one-half of that amount. Earth Search
        Sciences Inc. undertook to meet the key funding milestone payments necessary
        to
        ensure progress of the project.
  10
 ***Table
            of Contents***
  The
        Hyperspectral Imager (HSI) would sample over a 30 km swath width with a 60
        m
        ground sample distance (GSD) with the option to go to 30 m GSD by utilizing
        the
        systems attitude control system to 'nod' (i.e. use a satellite pitch maneuver
        to
        slow down the ground track of the field of view). A 5m panchromatic imager
        will
        provide simultaneous high spatial resolution imagery (black & white
        photography). A sun-synchronous circular orbit of 600 km will allow continuous
        repeat coverage of the whole earth in 7 days providing hyperspectral data
        over a
        1,000,000 sq. km area each day.
 
 The
        combined HSI and panchromatic images would satisfy a number of requirements
        of
        the commercial and science communities for moderate spatial and high spectral
        resolution remote sensing data over land and water such as agriculture,
        forestry, environmental monitoring , geology/mineralogy, hydrology and land
        use.
        Specific areas of interest for the Navy included bathymetry, water clarity,
        currents, oil slicks, bottom type, atmospheric visibility, tides,
        bioluminescence, beach characterization, underwater hazards, total column
        atmospheric water vapor, and detection and mapping of subvisible
        cirrus.
 
 It
        was
        anticipated that NEMO would be launched in early 2002. Its subsequent data
        flow
        would be in the order of 56 gigabytes per day. Much of the commercial
        information was to be marketed through Earth Search Sciences Inc. Under the
        original agreement with the ONR, STDC needed to raise private industry funds
        of
        approximately $125,000,000 in order to complete, launch and operate the
        hyperspectral imaging satellite and instrument. Subsequent to March 31, 2002,
        STDC received notification from the ONR that it would not be giving STDC
        an
        extension to the agreement. The payment of approximately $8,216,424 of STDC
        accounts payable due subcontractors and vendors on the NEMO program is being
        resolved.
 
 These
        examples and others indicated the world-wide interest in the technology and
        a
        bright future for the industry and Company. Unfortunately the advent of the
        September 11, 2001 tragedy changed the approach of individual countries to
        the
        acceptance of data collection over their borders and an industry-wide slow
        down
        occurred as a result. The commercial interest in developing satellite technology
        also changed as investors decided the risk level had dramatically increased
        due
        to international tensions.
 
 CURRENT
        BUSINESS
 
 As
        a
        result of the changes in the market for geological remote sensing data, the
        Company changed its strategy from operating as a service provider to
        establishing a group of subsidiary companies focused on specific market
        applications. Petro Probe, Inc. was a new subsidiary company formed for the
        oil
& gas industry while Geo Probe, Inc. was formed for mineral
        exploration.
 
 The
        resurgence of the mining industry and the emphasis for new sources of supply
        for
        oil and gas in recent years created a greater interest in using exploration
        tools that were faster and more accurate. The new subsidiary companies would
        seek joint ventures with partners who could provide technologies, human and
        capital resources to synergize with the Company's assets. This strategy will
        lead to the creation of more demand for ESSI's hyperspectral remote sensing
        services while providing the company with prospects for more diversified
        revenue
        generation.
 
 The  Company  experiences  the  highest  demand
        for its collection services
        April  through  October  in the Northern
        Hemisphere and October through April in
        the  Southern  Hemisphere.  Contracts are being
        sought in the following market segments: mining, hydrocarbon, agriculture,
        ecological and environmental monitoring. With the advent of the world-wide
        recognition for control of global-warming issues the Company will commence
        the
        development of an environmentally focused marketing plan to portray the
        advantages of airborne hyperspectral remote sensing to these market
        segments.
  11
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            of Contents***
  SUBSIDIARY
        COMPANIES
 
 Petro
        Probe, Inc.'s goal is to develop the competitive advantages of its resource
        mapping capability, combine that with conventional hydrocarbon exploration
        tools
        and then apply newer value-added technologies to identify good oil and gas
        properties.
 
 Geo
        Probe, Inc. will use the hyperspectral mapping technology to find new mineral
        deposits and monitor the environmental impact of active and past-producing
        mines, mills, smelters, refineries and pipelines.  The Company’s
        mapping agreement with Noranda Minerals provided the ability to develop and
        prove these new approaches to mineral exploration.
 
 Geo
        Probe
        has also attracted potential new alliance partners, Advanced Exploration 
Inc. and Geological  Business Inc., two Canadian companies, have
        discussed the formation of new  exploration  and mine
        development  business with the Company. Further discussions are
        forthcoming.
 
 Eco
        Probe, Inc. was formed to pursue hyperspectral remote sensing applications
        in
        the environmental industry.  The Company has strived to take an
        industrial leadership role in working with
        U.S.  government  agencies  such  as  the
        Environmental Protection Agency, the Bureau of Land Management and the Office
        of
        Surface  Mining  on  setting  up  applications  for  commercial  monitoring  of
        mineral industries, forest inventory and health issues, slope stability
        assessment and the spread of noxious weeds.
 
 ESSI
        and
        Eco Probe, Inc. have performed important hyperspectral surveys and research
        in
        aquatic and vegetation-related projects. The environmental markets are vast,
        however the Company's current lack of resources dictates continued priority
        be
        assigned to mineral and hydrocarbon exploration.
 
 The
        Company formed Terranet, Inc. to act as an imagery product distribution conduit
        and perform as the Company’s e-commerce content provider.
        Recognizing  that
        imagery  collected  today  and yesterday could be
        sold repeatedly to multiple end users the Company's subsidiary company,
        Terranet, completed the copyright design and testing of a database and internet
        centered marketing system. Terranet anticipates new joint venture partners
        to be
        available when the hyperspectral industry begins to grow again.
 
 Of
        the
        other ESSI wholly-owned subsidiaries: Skywatch Exploration, Inc., Polyspectrum
        Imaging, Inc., and Space Technology Development Corp.are inactive. Of the
        other
        majority-owned consolidated subsidiaries: Earth Search Resources, Inc. and
        ESSI
        Probe 1 LC are inactive.
 
 Historically
        ESSI's core business has been focused on collecting and processing airborne
        hyperspectral data for the production of detailed surface maps. These maps
        indicate the exact chemical and physical characteristics of all the materials
        exposed on the surface of the Earth. The Company was one of the early pioneers
        in developing the technology globally and has now served a number of clients
        in
        various countries.
 
 The
        company realizes that opportunity exists in using the technology to discover
        properties for mineral and hydrocarbon exploitation. It was a natural growth
        step to create a strategy of developing subsidiary companies in key natural
        resource markets wherein exploration discoveries could be maximized by
        "in-house" development. The company is currently pursuing these avenues in
        the
        mineral and oil and gas industries.
 
 RESULTS
        OF OPERATIONS
 
 Our
        data
        collection aircraft was grounded for repairs for FAA required maintenance
        in
        2006 and was not operational during the first fiscal quarter of
        2008.  As a result, our revenues for the three months ended June 31,
        2007 was $0, compared to revenues of $48,179 for the same period of 2006.
        We
        expect to complete the necessary repairs on our aircraft and have it fully
        operational for the 2007 season.
 
 Late
        fees
        related to a settlement agreement were $860,040 for the three months ended
        June
        30, 2007, compared to $448,062 for the same period in 2006. The late fee
        is
        based on a 5% cumulative fee, which increases each quarter due to the
        compounding effect.
  12
 ***Table
            of Contents***
  Depreciation
        and amortization expense was $34,939 for the three months ended June 30,
        2007,
        compared to $94,048 for the same period of 2006. Depreciation decreased as
        several assets were fully depreciated during the year.
 
 General
        and administrative expenses were $322,039 for the three months ended June
        30,
        2007, compared to $697,031 for the corresponding period of 2006.
 
 Interest
        expense for the three months ended June 30, 2007 was $112,302, compared to
        interest expense of $113,538 for the corresponding period in 2006.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
 
 Net
        cash
        used in operating activities was $222,575 for the three months ended June
        30,
        2007 compared to net cash provided by operating activities of $49,538 for
        the
        three months ended June 30, 2006 resulting primarily from a net loss of
        $1,265,871 during the three months ended June 30, 2007 net of certain non-cash
        expenses.
 
 Net
        cash
        provided by financing activities was $334,611 for the three months ended
        June
        30, 2007 compared to cash used of $49,000 for the same period of
        2006.
 
 During
        the three months ended June 30, 2007, two stockholders, who are also the
        primary
        management of the Company, loaned us $330,000. In addition, we received $250,000
        of cash from a subscription receivable.
 
 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 operating revenue. Our ability to continue as a going concern is
        dependent upon continued debt or equity financings until or unless we are
        able
        to generate cash flows to sustain ongoing operations. We plan to increase
        the
        number of revenue producing services through the use of additional hyperspectral
        instruments and thereby continue as a going concern.  There can be no
        assurance that we can generate sufficient operating cash flows or raise the
        necessary funds to continue as a going concern.
 
 FUTURE
        OPERATIONS
 
 The
        Company is actively researching new exploration and exploitation technologies
        to
        complement and integrate with its hyperspectral capabilities.
 
 General
        Synfuels International, Inc., (GSI) a Nevada private company, owns the
        world-wide proprietary rights, patent, technology, construction plans and
        materials and operational capability for a gasification process recover the
        oil
        and gas from oil shale. Petro Probe, Inc. signed a non-exclusive license
        agreement with GSI to obtain the use of these rights in a world-wide territory.
        PPI will pay a license fee in the amount of Five Hundred Thousand United
        States
        Dollars ($500,000) and shall issue to GSI 500,000 fully paid and non-assessable
        shares of PPI Common Stock, $.001 par value per share.  PPI also
        agreed to assign to GSI an overriding net revenue interest of five and one-half
        percent (5 %) of the hydrocarbonaceous products produced by PPI, payable
        quarterly.
 
 PPI
        is
        examining various oil shale sites in Colorado and Utah for a test plant.
        Five
        acres of premium oil shale land is sought. The test plant is budgeted for
        approximately $1.5 million as a first stage development cost. This will prove
        the technology. The second and third stages will cost approximately $8 million more
        at
        which time the plant could operate at full capacity. The time line for
        completion of all stages is one year.
 
 In
        its
        search for new complementing technologies, PPI encouraged the creation of
        an
        alliance with two other companies in oil shale R&D. Independent Energy
        Partners, Inc. (IEP) and Phoenix Wyoming Inc., (PWI) both Colorado private
        companies, have their own non-competitive interests in oil shale. IEP owns
        the
        exclusive rights to a broad, patented Geothermic Fuel CellTM (GFC) method,
        (US
        Patent No. 6,684,948 B1-Apparatus and Method For Heating Subterranean Formations
        Using Fuel Cells), to economically produce oil and natural gas from
        unconventional resources such as oil shale, while producing electricity as
        a
        byproduct.  IEP also has acquired the mineral rights on property in
        Rio Blanco County, Colorado on some of the richest "Mahogany Zone" oil shale
        property in the world, holding an estimated 1.4-2.4 billion barrels of oil.
        PWI
        owns certain proprietary intellectual property and methods designed to bring
        the
        advantages of microwave technology to an oil shale borehole. This alliance
        effort is being examined by the parties. Continuing its interest to maintain
        an
        industry leadership positioning hyperspectral work ESSI is developing a joint
        venture with Intellisense Corporation to design and construct a third generation
        hyperspectral instrument design. This design is proposed in patent pending
        application #0050046822 which the Company is negotiating an LOI position
        for
        purchase. The new instrumentation would allow for faster, less expensive
        and
        more precise data collection.
  13
 ***Table
            of Contents***
  The
        capability to design and maintain new technologies is key to the Company's
        success in future operations. It will be a vital component to allow continuing
        exploration and exploitation of the Earth's natural resources.
 
 The
        Company has the knowledge and experience to build on the opportunities being
        presented at this time.
 
 Each
        subsidiary will focus on a specific sector of commercial remote sensing and
        have
        a management team with relevant skills and expertise.  The Company
        will provide a license to use the Company's hyperspectral instruments and
        processing support. This strategy creates a ready market for the Company,
        as
        well as positioning the Company to receive a royalty from any resource
        development that occurs as a result of the subsidiaries' use of the Company's
        instruments and technology. Additional capital will be raised for each
        subsidiary by means of private placements or public offerings.
 
 The
        Company's intent is to create partnerships, strategic alliances, mergers
        or
        acquisitions for the subsidiaries as the most expeditious and cost-effective
        way
        to grow the commercial hyperspectral remote sensing market.
 
 The
        Company's near-term plans are to continue pursuing:
 
 1.
              contracts
                  that produce revenues from the application of remote
                  sensing;
 2.
              the
                  development of additional miniaturized remote sensing instruments
                  and
                  newer generation airborne instruments to replace the current PROBE-1
                  model;
 3.
              the
                  integration of other advanced technology exploration instruments
                  with
                  hyperspectral technology to offer clients a "one-stop"
                  convenience;
 4.
              the
                  development of promising mineral, oil and gas
                  properties;
 5.
              the
                  acquisition of licenses or options to new technologies for minerals
                  or oil
                  and gas production that can assist the company to become a resource
                  developer and producer as well as an exploration oriented
                  business.
 
 The
        company will continue to develop a market for its securities under the new
        trading symbol ESSE.
 
 LITIGATION
 
 We
        entered into a civil law suit in the United States District Court for the
        Eastern District of Virginia as a plaintiff along with our subsidiary company,
        Space Technology Development Corporation. The Company charged that The Boeing
        Company caused the plaintiffs substantial damages as a direct result of their
        breach of the covenant of good faith and fair dealing.
 
 We
        were
        in dispute with another party over a leaseback purchase agreement for a
        Hyperspectral Probe.  On March 23, 2005, ESSI entered into a
        settlement agreement (2005 Settlement Agreement) with Accuprobe to return
        the
        airborne hyperspectral sensor (Probe) and to settle the outstanding debt
        obligations under the related capital lease. Under this agreement, ESSI is
        required to return the Probe on or before August 31, 2005. In the event that
        the
        Probe is not returned, ESSI is charged a shipping, handling and disposition
        fee
        of $250,000. Interest related to the $250,000 began accruing on September
        2,
        2005 at an annual rate of prime plus 4%. In addition, rent is to be accrued
        at
        $250,000 per year beginning April 10, 2000. Interest on unpaid rent accrues
        at a
        rate of prime plus 2% through August 31, 2005 and is due quarterly. After
        August
        31, 2005, interest related to the unpaid rent ceases and is replaced with
        a 5%
        late fee calculated on the entire balance due at the end of each
        month.
  14
 ***Table
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  We
        returned the Probe in January 2007, however we have been unable to reach
        a final
        settlement and continue to accrue interest, rents and late fees under the
        2005
        Settlement Agreement. Under the 2005 Settlement Agreement, we had accrued
        $6,185,101 in rents, interest and late fees as of June 30, 2007.
 
 ITEM
        3.  CONTROLS AND PROCEDURES
 
 We
        carried out an evaluation, under the supervision and with the participation
        of
        the our management, including the Chairman and Chief Executive Officer of
        the
        Company and Chief Financial Officer of the Company, of the effectiveness
        of the
        design and operation of our disclosure controls and procedures pursuant to
        Exchange Act Rule 13a-15(e) as of the end of the period covered by this report.
        Based upon that evaluation, the Chairman and Chief Executive Officer and
        Chief
        Financial Officer concluded that, as of the end of the period covered by
        this
        report, our disclosure controls and procedures were not effective. Specifically,
        some of the accounting entries relating to accounts payable, accrued interest
        unrecorded debt, stock issued for services, imputed interest, debt commissions
        and recognition of liabilities from legal settlement required adjustment
        upon
        review by our independent auditors. We intend to take measures to remedy
        this
        situation by working with the auditors and engaging outside advisors to provide
        accounting advice and assistance with implementing internal procedures to
        ensure
        that controls and procedures are adequate and effective. These deficiencies
        have
        been reported to our Board of Directors, and we intend to improve and strengthen
        its controls and procedures. There has been no significant change in our
        internal control over financial reporting that occurred during the period
        covered by this report that has materially affected, or that is reasonably
        likely to materially affect our internal control over financial
        reporting.
  15
 ***Table
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  PART
        II
 OTHER
        INFORMATION REQUIRED
 
 Item
                  1
              Legal
                  proceedings
              NoneItem
                  2.
              Unregistered
                  sales of equity securities and use of proceeds
              NoneItem
                  3.
              Defaults
                  upon senior securities
              NoneItem
                  4.
              Submission
                  of matters to a vote of security holders
              NoneItem
                  5.
              Other
                  informationItem
                  6.
              ExhibitsStatement
                  Under Oath of Principal Executive Officer and Principal Financial
                  Officer
                  Regarding Facts and Circumstances Relating to Exchange Act
                  Filings
 
 
 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:  August
                  20 , 2007
              /s/  Larry
                  F. VanceChief
                  Executive Officer
   16