SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

               For the quarterly period ended: September 30, 1999
                           Commission File No. 0-19566

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

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


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirement for the past 90 days. Yes X No

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of the close of the period, covered by this report: 99,300,878 shares.
The registrant has only one class of common stock.



<PAGE>




                           EARTH SEARCH SCIENCES, INC.

                                    FORM 10-Q
                                   (Unaudited)

                        QUARTER ENDED SEPTEMBER 30, 1999

                                     PART I

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS

Item 1. Consolidated Financial Statements                                 Page

         Consolidated Balance Sheet
           as of September 30, 1999 and March 31, 1999.                    3

         Consolidated Statement of Operations for the
           Three and Six Months Ended September 30, 1999 and 1998.         4

         Consolidated Statement of Cash Flows for the
           Six Months Ended September 30, 1999 and 1998.                   5

         Selected Notes to Consolidated Financial Statements.              6

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                  7-8

                                     PART II

                           OTHER INFORMATION REQUIRED

Item 1.  Legal Proceedings                                                 9
Item 2.  Changes in Securities                                             9
Item 3.  Defaults Upon Senior Securities                                   9
Item 4.  Submission of Matters of a Vote of Security Holders               9
Item 5.  Other information                                                 9
Item 6.  Exhibits and Reports on Form 8-K                                  9



<PAGE>
<TABLE>
<CAPTION>
Earth Search Sciences, Inc.
Consolidated Balance Sheet
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                      <C>

                                                                             September 30,        March 31,
                                                                                  1999              1999
                                                                            --------------     -------------
Assets
  Current assets:
  Cash                                                                     $           80      $      47,642
  Other current assets                                                            390,631            120,995
                                                                            -------------      -------------
Total current assets                                                              390,711            168,637

  Property and equipment                                                        3,823,596          3,873,282
  Other long-term assets                                                                -                  -
                                                                            -------------      -------------
Total assets                                                               $    4,263,993      $   3,992,233
                                                                           ==============      =============

Liabilities and shareholders' deficit Current liabilities:
  Note payable                                                             $       64,125      $     450,125
  Accounts payable and accrued expenses                                           752,498            552,061
  Accrued interest                                                                261,627            236,259
  Unearned revenue                                                                      -             40,000
                                                                           --------------      -------------
Total current liabilities                                                       1,078,250          1,278,445

Long-term liabilities
  Shareholder loans                                                             1,411,302            372,322
  Capital lease obligation                                                      2,756,862          2,514,378
  Deferred officers' compensation                                               1,928,483          1,707,380
  Minority interest                                                             2,000,000          2,000,000
                                                                           --------------      -------------
Total liabilities                                                               9,174,897          7,872,525
                                                                           --------------      -------------

Redeemable common stock, $.001 par value, 725,914 shares
  issued and outstanding September 30 and March 31, 1999, respectively            117,845            117,845
                                                                           --------------      -------------

Nonredeemable shareholders' deficit
  Series A preferred stock; 200,000 shares authorized,
  issued and outstanding at September 30 and March 31, 1999                     1,000,000          1,000,000
  Common stock, $.001 par value; 200,000,000 shares authorized;
  99,300,878 and 97,411,367shares respectively, issued and outstanding             99,300             97,411
  Additional paid-in capital                                                   11,701,488         11,459,081
  Treasury stock                                                                 (200,000)          (200,000)
  Retained deficit                                                            (17,629,537)       (16,354,629)
                                                                           --------------      -------------
                                                                               (5,028,749)        (3,998,137)
                                                                           --------------      -------------
Total liabilities and shareholders' deficit                                $    4,263,993      $   3,992,233
                                                                           ==============      =============
</TABLE>
<PAGE>

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



                                             For the Three Months           For the Six Months
                                             Ended September 30             Ended September 30
                                            1999           1998            1999           1998
                                        ------------   -----------    ------------    ------------

Revenue:                                $   238,317    $   213,384    $    340,101    $    463,654
Cost of services provided                  (225,353)      (137,184)       (299,396)       (278,632)
                                        -----------    -----------    ------------    ------------
Gross margin                                 12,964         76,200          40,705         185,022

Expenses:
General and administrative                  471,275        351,580         846,476         728,229
                                        -----------    -----------    ------------    ------------

                                            471,275        351,580         846,476         728,229

Loss from operations                       (458,311)      (275,380)       (805,771)       (543,207)
Interest income                                   -              -              -               -
Interest expense                           (267,767)      (174,631)       (469,137)       (352,227)
Other expense                                     -              -               -         (17,442)
                                        -----------    -----------    ------------    ------------

Loss extraordinary item                    (726,078)      (450,011)     (1,274,908)       (912,876)

Extraordinary item                                -              -               -        (115,023)
                                        -----------    -----------    ------------    ------------
Net loss                                $  (726,078)   $  (450,011)   $ (1,274,908)   $ (1,027,899)
                                        ===========    ===========    ============    ============

Shares applicable to basic
  and diluted loss per shares            98,610,500     88,470,125      98,355,500      89,495,698

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

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Earth Search Sciences, Inc.
Consolidated Statement of Cash Flows
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>
                                                                               For the Six Months
                                                                               Ended September 30,
                                                                               1999           1998
                                                                           ------------   ------------
Cash flows from operating activities:
  Net income                                                               $ (1,274,908)  $ (1,027,899)
Adjustments to reconcile net loss to net cash used in
operating activities:
  Issuance of common stock for services and interest expense                    244,297        122,887
  Extraordinary items                                                                 -        115,023
  Depreciation                                                                  138,313        137,862
  Amortization of lease discount                                                242,484        242,647
Changes in assets and liabilities:
  Other current assets                                                         (269,636)       (85,969)
  Accounts payable and accrued liabilities                                      200,437         14,069
  Accrued liabilities                                                            25,368        (18,158)
  Unearned revenue                                                              (40,000)       (24,937)
  Deferred officers' compensation                                               221,103        173,384
                                                                           ------------   ------------
Net cash provided by operating activities                                      (512,542)      (351,091)
                                                                           ------------   ------------
Cash flows from investing activities:
  Capital expenditures                                                         (188,000)       (47,392)
  Advance deposits                                                                    -        280,000
                                                                           ------------   ------------
Net cash used by investing activities                                          (188,000)       232,608
                                                                           ------------  -------------

Cash flows from financing activities:
  Repayment of notes payable                                                   (386,000)       (10,681)
  Proceeds from shareholder loans                                             1,482,192        191,500
  Repayments of shareholder loans                                              (443,212)       (93,240)
  Issuance of common stock                                                            -         63,000
                                                                           ------------   ------------
Net cash provided from financing activities                                     652,980        150,579
                                                                           ------------   ------------

Net increase (decrease) in cash                                                 (47,562)        32,096
Cash at beginning of period                                                      47,642         42,600
                                                                           ------------   ------------

Cash at end of period                                                      $         80   $     74,696
                                                                           ============   ============
</TABLE>
PAGE>

                           EARTH SEARCH SCIENCES, INC

               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 1999 (unaudited)

CONDENSED FINANCIAL STATEMENTS

         The  consolidated  statement of financial  position as of September 30,
1999 and the consolidated  statements of operations for the three and six months
ended  September  30, 1999 and cash flow for the six months ended  September 30,
1999, and 1998,  have been prepared by the Company without audit. In the opinion
of management, all adjustments (which include only normal recurring adjustments)
have been made that are  necessary  to present  fairly the  financial  position,
results of operation, and cash flows at September 30, 1999 and 1998.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principals have been condensed or omitted.  It is suggested that these financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto in the Company's  form 10-K for March 31, 1999. The results of operation
for the  three and six  months  ended  September  30,  1999 are not  necessarily
indicative of the operating results to be expected for the full fiscal year.

REVENUE

         The Company  recognized  $238,317 in revenue  during the second quarter
for remote sensing services performed.

NOTES AND ACCOUNTS PAYABLE

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

LOSS PER COMMON SHARE

         Loss per common share is based on the weighted average number of shares
outstanding  during each period.  For period ended  September 30, 1999 and 1998,
the  weighted  average  number of these shares  outstanding  is  98,355,500  and
89,495,698 shares, respectively.

ISSUANCE OF COMMON STOCK

         During the three months ended  September 30, 1999,  the Company  issued
1,500,000 shares of common stock.

<PAGE>


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

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

MATERIAL CHANGES IN FINANCIAL CONDITION

         During the quarter  ended  September 30, 1999,  the Company  recognized
$238,317 in revenue.  However, the Company's  obligations  increased.  The large
operating  payables and short-term  notes create a substantial  working  capital
deficiency.

RESULTS OF OPERATIONS

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

         After more than 3 months  manufacturer  delays, ESSI took delivery of a
second PROBE 1 system in  mid-summer  thereby  doubling our  capacity.  With two
systems,  we are now capable of surveying in widely  separated areas at the same
time or  surveying  one area  twice as fast.  Another  capability  of using  two
systems is in a critical  research field whereby the atmosphere's  hyperspectral
signature   can  be  better   determined   using  subtle   differences   between
geosynchronous ground level plus high and low altitude collections.

         Survey  collections with the original PROBE 1 system during the quarter
were made  throughout  the United  States and Canada.  ESSI  continued to extend
hyperspectral  exploration  into remote corners of the world with surveys in the
high Arctic islands only 900 miles from the North Pole.

         The  inaugural  mission for the second PROBE 1 was over the  equatorial
cloud forests of Rwanda,  which are home to the mountain gorillas studied by the
late Dian  Fossey.  National  Geographic,  in  association  with The Dian Fossey
Gorilla Fund International,  filmed the first scientific studies of the mountain
gorillas in years which were possible only after the cessation of hostilities in
the area. ESSI's PROBE 1 surveys role in quickly mapping the Parc des Volcans as
part of this renewed  research is featured in the half hour National  Geographic
television show slated for airing on CNBC on December 10.

         This quarter,  ESSI added to the record it set last year for commercial
hyperspectral  collections  above  25,000 in the high Andes by  surveying in the
high Arctic and in the  equatorial  cloud forest.  Similarly  ESSI personnel and
their  associates  have been working  towards  opening up additional  commercial
opportunities   through  applied  analysis,   new  collection  venues,  and  new
processing systems.

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

<PAGE>

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

OUTLOOK

         Earth  Search  plans  to use  the  Internet  and a broad  band  imagery
distribution  system to market  its  imagery.  The  Company  has  collected  and
continues to collect imagery from around the globe.  This imagery  represents an
asset  that can be sold over and over to  multiple  end  users.  The  Company is
preparing  for a first  quarter  2000  launch of a direct  channel,  multi-media
imagery   supermarket   on  the  Internet  that  will  have  the  capability  to
individually  customize  data packages for  customers.  The  e-commerce  content
provider is called  TerraNet,  Inc.,  and will be a wholly owned  subsidiary  of
Earth  Search   Sciences,   Inc.  Its  site  on  the  world  wide  web  will  be
www.general-imaging.com.

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

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

<PAGE>

PART II

                           OTHER INFORMATION REQUIRED


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


                                    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: November 15, 1999                     /s/ Larry F. Vance
                                            ---------------------------------
                                              Larry F. Vance
                                             Chairman of the Board
<PAGE>