SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C.  20549
 
 FORM 10-QSB/AMENDMENT NO.
2
 
 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
  
 
  EXPLANATORY
NOTE
 
 This
Amendment No.2 to Form 10QSB (“Amendment”) is filed to clarify certain
disclosures regarding the capital lease obligation with Accuprobe pursuant to
which the Registrant continues to accrue liabilities.  These revised
disclosures may be found on page 7 under the heading “Note 3 – Litigation” and
on page 15 under the heading “Litigation”.  Further, this Amendment
revises disclosures found on page 15 under the heading  “Item 3 –
Controls and Procedures”  to be consistent with requirements of Item
308 of Regulation S-B and disclosures under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” found on page 7 under
the heading “Corporate Focus”.
 
 
 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)
              
              PageConsolidated
      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
              
              7Item 2.
              Management's Discussion and
      Analysis of  Financial Condition and Results of
      Operations
              
              9Item 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
have been unsuccessful in our attempts to contact Accuprobe for return of the
probe. As a result, in January 2007, we shipped the probe to an acquaintance of
Accuprobe with instructions to hold the probe until Accuprobe provides further
instructions. Because we have been unable to reach Accuprobe regarding our
return of the probe, we have continued to accrue rents, interest and late
fees.
  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.
 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
 Table 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 of
Contents
  We
have been unsuccessful in our attempts to contact Accuprobe for return of the
probe. As a result, in January 2007, we shipped the probe to an acquaintance of
Accuprobe with instructions to hold the probe until Accuprobe provides further
instructions. Because we have been unable to reach Accuprobe regarding our
return of the probe, we have continued to accrue rents, interest and late
fees.
 
 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) for the quarter ended June 30, 2007. 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 not be any change in our internal control
over financial reporting that occurred during the quarter ended June 30, 2007
that has materially affected, or that is reasonably likely to materially affect
our internal control over financial reporting.
 
 15
 Table of
Contents
 
 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.
              Exhibits
 2.1           Agreement
and Plan of Merger by and among Earth Search Sciences, Inc., ESS Acquisition
Corp., Space Technology Development Corporation and the shareholders of Space
Technology Development Corporation, dated December 21, 1999 (Incorporated by
reference to Exhibit 2.1 to the Registrant's Form 10-K for fiscal year ended
March 31, 2000).
 
 3.1           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         Memorandum
of Understanding between the Registrant and Applied Signal and Imaging
Technology, Inc. dated May 27, 1996 (Incorporated by reference to Exhibit 10.1
to the Registrant's Form 10-K for fiscal year ended March 31,
1996).
 
 10.2         Contract
of Sale and Leaseback dated June 10, 1997 between Registrant and Accuprobe, Inc.
(Incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K for
fiscal year ended March 31, 2000).
 
 10.3         Operating
Agreement of ESSI Probe1 LC, dated June 3, 1997 (Incorporated by reference to
Exhibit 10.3 to the Registrant's Form 10-K for fiscal year ended March 31,
2000).
 
 10.4         Hyperspectral
Technology License Agreement between Earth Search Sciences, Inc. and Noranda
Mining and Exploration, Inc. made as of December 16,
1997  (Incorporated by reference to the Registrant’s for 8-K filed on
February 6, 1998).
 
 10.5         Agreement
between the Office of Naval Research and Space Technology Development
Corporation Agreement for NAVY EARTHMAP OBSERVER (NEMO) dated December 10, 1997
(Incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for
fiscal year ended March 31, 2000).
 
 10.6         Sales
Contract between Science Applications International Corp. and Space Technology
Development Corp. Dated: 30 March 1998, Contract No.: STDC-98-NEMO-0003
(Incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-K for
fiscal year ended March 31, 2000).
 
 10.7           Sales
Contract between Science Applications International Corp. and Space Technology
Development Corp. Dated: 30 March 1998, Contract No.: STDC-98-NEMO-004
(Incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K for
fiscal year ended March 31, 2000).
 
 10.8         Sales
Contract between Space Systems/Loral (SS/L) and Space Technology Development
Corporation (STDC). Dated 21 January 1999, Contract Number: STDC-98-NEMO-0001
(Incorporated by reference to Exhibit 10.8 to the Registrant's Form 10-K for
fiscal year ended March 31, 2000).
 
 10.9         Sales
Contract between Litton Systems, Inc., Amecom Division (Litton Amecom) and Space
Technology Development Corp. (STDC). Date 29 October 1998, Contract Number:
STDC-98-NEMO-0009 (Incorporated by reference to Exhibit 10.9 to the Registrant's
Form 10-K for fiscal year ended March 31, 2000).
 
 10.10       Common
Stock Purchase Agreement between Alpha Venture Capital, Inc. and Earth Search
Sciences, Inc.. Dated May 23, 2001. (Incorporated by reference to Exhibit 10.10
to the Registrant's Form 10-K for fiscal year ended March 31,
2001).
 
 10.11      
Registration Rights Agreement between Alpha Venture Capital, Inc. and Earth
Search Sciences, Inc.. Dated May 23, 2001. (Incorporated by reference to Exhibit
10.11 to the Registrant's Form 10-K for fiscal year ended March 31,
2001).
  
  10.12       Common
Stock Purchase Warrant A between Alpha Venture Capital, Inc. and Earth Search
Sciences, Inc. Dated May 23, 2001.  (Incorporated by reference to
Exhibit 10.12 to the Registrant's Form 10-K for fiscal year ended March 31,
2001).
 
 10.13       Common
Stock Purchase Warrant B between Alpha Venture Capital, Inc. and Earth Search
Sciences, Inc. Dated May 23, 2001.  (Incorporated by reference to
Exhibit 10.13 to the Registrant's Form 10-K for fiscal year ended March 31,
2001).
 
 10.14       Larry
F. Vance employment agreement (Incorporated by reference to Exhibit 10.1 to the
Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).
 
 10.15       John
W. Peel employment agreement (Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).
 
 10.16       Rory
J. Stevens employment agreement (Incorporated by reference to Exhibit 10.3 to
the Registrant's Form 10-Q for fiscal quarter ended December 31,
2000).
 
 10.17       Tami
J. Story employment agreement (Incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-Q for fiscal quarter ended December 31, 2000).
 
 10.18       John
J. Sciuto employment agreement (Incorporated by reference to
Exhibit
 
 10.18      
to the Registrant's Form 10-K for fiscal year ended March 31,
2001).
 
 10.19       Unrestricted
License Agreement for Recovery of Products from Oil Shale bgetween GENERAL
SYNSFUELS INTERNATIONAL and PETRO PROBE, INC. (Incorporated by reference to
Exhibit 10.19 to the Registrant’s Form 10KSB for the fiscal year ended March 31,
2007).
 
 10.20       Multi-platform
HyperSpectral imaging "Micro Sectrometer" Development Proposal Number
05080901.  (Incorporated by reference to Exhibit 10.19 to the
Registrant’s Form 10KSB for the fiscal year ended March 31, 2007).
  31.1        Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, filed herewith
 
 31.2         Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, filed herewith
 
 32.1        Certification
of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, filed
herewith
  32.2        Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, 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:   April
      21 , 2008
              /s/  Larry
      F. VanceLarry
      F. Vance
                Chief
      Executive OfficerDate: 
      April 21 , 2008
              /s/
      Larry F. VanceLarry
      F. VanceChief
      Executive Officer(principal
      financial officer)Chief
      Executive OfficerDate:  April 21 , 2008
              /s/
      Tami J. StoryTami
      J. StoryChief
      Financial Officer(principal
      financial officer)