SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

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

                For the quarterly period ended: December 31, 2000
                           Commission File No. 0-19566

                           EARTH SEARCH SCIENCES, INC.
                         -----------------------------
             (Exact Name of Registrant as Specified in its Charter)

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


                  1729 Montana Highway 35, Kalispell, MT 59901
                  --------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code:  (406) 751-5200

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

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of December 31, 2000, covered by this report:  138,803,001 shares. The
registrant has only one class of common stock.

<PAGE>




                           EARTH SEARCH SCIENCES, INC.

                                    FORM 10-Q/A

                         QUARTER ENDED DECEMBER 31, 2000

                                     PART I

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS

Item 1. Consolidated Financial Statements                                  Page

         Consolidated Balance Sheet
           as of December 31, 2000 and March 31, 2000.                      3

         Consolidated Statement of Operations for the
           Three and Nine Months Ended December 31, 2000 and 1999.          4

         Consolidated Statement of Cash Flows for the
           Nine Months Ended December 31, 2000 and 1999.                    5

         Selected Notes to Consolidated Financial Statements.              6-7

Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations                   8-9

                                     PART II

                           OTHER INFORMATION REQUIRED

Item 1.  Legal Proceedings                                                  10
Item 2.  Changes in Securities                                              10
Item 3.  Defaults Upon Senior Securities                                    10
Item 4.  Submission of Matters of a Vote of Security Holders                10
Item 5.  Other information                                                  10
Item 6.  Exhibits and Reports on Form 8-K                                   10


<PAGE>


<TABLE>
<CAPTION>

Earth Search Sciences, Inc.
Consolidated Balance Sheet (unaudited)
----------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>

                                                                         December 31,     March 31,
                                                                             2000           2000
                                                                        -------------   ------------
Assets
Current Assets:
    Cash                                                                $   1,266,810   $  6,119,562
    Other current assets                                                      619,086        803,682
                                                                        -------------   ------------
Total current assets                                                        1,885,896      6,923,244
Property and Equipment                                                     16,566,257     12,608,986
                                                                        -------------   ------------
Total Assets                                                            $  18,452,153   $ 19,532,230
                                                                        =============   ============

Liabilities and Shareholders' Deficit
Current liabilities:
    Notes payable                                                       $   2,641,012   $  2,687,212
    Accounts payable and accrued expenses                                   6,927,807      6,287,548
    Accrued interest                                                          904,756        356,962
    Capital lease obligation                                                3,000,000      3,000,000
                                                                        -------------   ------------
Total current liabilities                                                  13,473,575     12,331,722

Long-term liabilities:

    Shareholder loans                                                         600,844        459,844
    Deferred officers' compensation                                         2,124,861      2,037,846
    Minority interest                                                       2,218,853      2,017,428
                                                                        =============   ============
Total liabilities                                                          18,418,133     16,846,840
                                                                        =============   ============
Commitments and contingencies
Redeemable common stock, $.001 par value, 134,160 shares
issued and outstanding at December 31 and March 31, 2000                       21,734         21,734
                                                                        =============   ============
Nonredeemable shareholders' deficit
  Series A preferred Stock; 200,000 shares authorized,
  issued and outstanding at December 31 and March 31, 2000                  1,000,000      1,000,000
   Common stock, $.001 par value; 200,000,000 shares
     authorized; 138,668,840 and 126,402,044 shares
     respectively, issued and outstanding                                     138,669        126,402
   Additional paid-in capital                                              26,771,906     22,906,866

   Common stock subscribed                                                          -        363,000

   Treasury Stock                                                            (200,000)      (200,000)
   Retained Deficit                                                       (27,698,289)   (21,532,612)
                                                                        -------------   ------------
                                                                               12,286      2,663,656
                                                                        -------------   ------------
Total liabilities and shareholders' equity                              $  18,452,153   $ 19,532,230
                                                                        =============   ============

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

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Earth Search Sciences, Inc.
Consolidated Statement of Operations (unaudited)
---------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>


                                                            For the Three Months            For the Nine Months
                                                             Ended December 31,              Ended December 31,
                                                            1999            1998            1999            1998
                                                        -----------     ------------    ------------    ------------

Revenue                                                 $  1,159,048    $     79,678    $  1,881,925    $    419,779
Costs of Services Provided                                  (508,598)       (141,925)     (1,815,860)       (441,321)
                                                        ============    ============    ============    ============
Gross Margin                                                 650,450         (62,247)         66,065         (21,542)
                                                        ============    ============    ============    ============
Expenses:
 General and administrative                                3,873,239         902,789       5,776,845       1,749,265
                                                        ------------    ------------    ------------    ------------

                                                           3,873,239         902,789       5,776,845       1,749,265
                                                        ============    ============    ============    ============
Loss from operations                                      (3,222,789)       (965,036)     (5,710,780)     (1,770,807)

Interest income                                               15,653               -          93,433               -
Interest expense                                            (363,137)       (328,234)       (756,906)       (797,371)
                                                        ------------    ------------    ------------    ------------

Loss before minority interest                             (3,570,273)     (1,293,270)     (6,374,253)     (2,568,178)

Minority interest in losses of consolidated
subsidiaries                                                  65,186               -         208,577               -
                                                        ============    ============    ============    ============
Net loss                                                $ (3,505,087)   $ (1,293,270)   $ (6,165,676)   $ (2,568,178)
                                                        ============    ============    ============    ============
Shares applicable to basic and
diluted loss per share                                   134,509,211     104,354,564     131,391,092     103,406,808

Basic and diluted loss per share                        $     (0.026)   $     (0.012)   $     (0.047)   $     (0.025)
                                                        ============    ============    ============    ============


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

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Earth Search Sciences, Inc.
Consolidated Statement of Cash Flows (unaudited)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                     <C>
                                                                              For the Nine Months
                                                                               Ended December 31,
                                                                             2000           1999
                                                                        ------------    ------------
Cash flows from operating activities:
   Net Loss                                                             $ (6,165,676)   $ (2,568,178)
Adjustments to reconcile net loss to net cash
    used in operating activities:
   Issuance of common stock for services and interest expense                 83,958         678,665
   Issuance of stock for STDC stock                                                -         510,000
   Non-cash compensation expense                                           2,937,749               -
   Loss attributed to minority interest                                     (208,577)              -
   Depreciation                                                              415,172         245,613
   Amortization of lease discount                                                  -         363,726
Changes in assets and liabilities:
   Other current assets                                                      184,596        (291,318)
   Accounts payable and accrued expenses                                     640,259         (21,660)
   Accrued liabilities                                                       547,794          56,429
   Unearned revenue                                                                -         (40,000)
   Deferred officers compensation                                             87,015         337,830
                                                                        ============    ============

Net cash used in operating activities                                     (1,477,710)       (728,893)
                                                                        ------------    ------------
Cash flows from investing activities:
   Capital expenditures                                                   (4,308,958)       (199,616)
   Advances to Related Party                                                       -      (2,510,000)
                                                                        ------------    ------------
Net cash used in investing activities                                     (4,308,958)     (2,709,616)
                                                                        ------------    ------------
Cash flows from financing activities:
   Repayment of notes payable                                                (25,000)       (391,500)
   Proceeds from notes payable                                                     -       1,584,650
   Proceeds from shareholder loans                                           141,000       1,785,412
   Repayments of shareholder loans                                                 -        (642,673)
   Issuance of common stock                                                  407,913       1,953,300
   Proceeds from subsidiary stock sales                                      410,003         168,993
   Stock issued for conversion of notes                                            -          68,764
                                                                        ------------    ------------
Net cash provided by financing activities                                    933,916       4,526,946
                                                                        ------------    ------------

Net (decrease) increase in cash                                           (4,852,752)      1,088,437
Cash at beginning of period                                                6,119,562          47,642
                                                                        ------------    ------------
Cash at end of period                                                   $  1,266,810    $  1,136,079
                                                                        ============    ============




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

</TABLE>
<PAGE>
                           EARTH SEARCH SCIENCES, INC

               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2000 (unaudited)

Note 1 Summary of Operations and Significant Accounting Policies

The  consolidated  balance sheet as of December 31, 2000,  and the  consolidated
statements  of  operations  and cash flows for the three and nine  months  ended
December 31, 2000, and 1999, 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 operations, and cash flows at December 31, 2000 and 1999.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principals
have been  condensed or omitted.  These  financial  statements and notes thereto
should be read in  conjunction  with the Company's Form 10-K for March 31, 2000.
The results of operations  for the three and nine months ended December 31, 2000
are not necessarily  indicative of the operating  results to be expected for the
full fiscal year.

Going concern

The Company is experiencing  working capital  deficiencies  because of operating
losses and capital  expenditures.  The Company has operated with funds  received
from the sale of its common stock and the issuance of notes.  The ability of the
Company to continue  as a going  concern is  dependent  upon  continued  debt or
equity  financings  until or unless the Company is able to  generate  sufficient
operating revenues to sustain ongoing operations.  The Company plans to increase
the  number  of  revenue  producing  services  through  the  use  of  additional
hyperspectral instruments and thereby continue as a going concern.

New accounting pronouncements

In April 2000,  Financial  Accounting Standards Board Interpretation No. FIN 44,
"Accounting  for  Certain   transactions   involving  stock   compensation,   an
interpretation of APB opinion No. 25", was issued. FIN 44 clarifies and modifies
APB opinion 25, "Accounting for stock issued to employees." FIN 44 was effective
for the Company in the second quarter of fiscal year 2001. The implementation of
the interpretation did not have a material impact on our financial  condition or
results of operations.

Statement of Financial  Accounting  Standards  No. 133  "Accounting  for Certain
Derivate  Instruments and Certain Hedging Activities,  effective for the Company
during the first quarter of 2002,  provides  accounting and reporting  standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  The implementation of the standard
is not expected to have a material impact on our financial  condition or results
of operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101 "Revenue  Recognition in Financial  Statements".  The SAB
summarizes  certain  staff  views  in  applying  generally  accepted  accounting
principles to revenue recognition in financial statements. Adoption is currently
required in fiscal 2002, and early  adoption is permitted.  The Company does not
expect  this  bulletin to have a material  affect on its results of  operations,
financial condition or cash flows.

Note 2 Commitments and Contingencies

In the third quarter of fiscal 2001,  the Company  recorded a  contingency  loss
accrual of $185,000 for a dispute with a vendor for products and services. It is
management's  opinion  that  the loss  accrual  is their  best  estimate  of the
potential liability and associated legal costs of the dispute.

In the third quarter of fiscal 2001, the Company acquired  working  interests in
two  additional  oil and gas  properties.  The Company paid $345,000 in cash for
their share of costs to date on the two properties.  Based on the agreements for
the Company's oil and gas working  interests,  the Company will  proportionately
share in future revenues as well as future  exploration,  drilling and operating
costs.
<PAGE>

<TABLE>
<CAPTION>

Note 3 Operating Segment and Geographic Information
<S>                                 <C>              <C>                <C>             <C>              <C>

                                                                Business Segment Information
                                    Airborne
                                    Hyperspectral      Satellite         Oil and Gas    Other Industries
                                      Services        Development         Properties                      Consolidated
                                   ---------------- -----------------  ---------------  ---------------- -----------------

Revenue
Third quarter fiscal 2001              $   871,378          $      -        $   287,670        $      -      $  1,159,048
First nine months of fiscal 2001         1,161,241           433,014            287,670               -         1,881,925

Income (loss) from operations
Third quarter fiscal 2001              (2,961,286)         (288,303)            206,424       (179,624)       (3,222,789)
First nine months of fiscal 2001       (4,134,149)       (1,173,113)             65,854       (469,372)       (5,710,780)

Total Assets
At December 31, 2000                  $  5,226,219      $ 11,486,796       $  1,395,682     $   343,456      $ 18,452,153
At September 30, 2000                    5,670,539        11,847,655            689,416           7,178        18,214,788


For the first nine months of fiscal 2000, all revenues are from airborne hyperspectral services

</TABLE>

Note 4 Non-Cash Compensation Expense

The Company recognized non-cash  compensation expense of $2,926,000 in the third
quarter of 2001 from the issuance of 8,587,500 shares of stock to employees as a
bonus.



<PAGE>

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


RESULTS OF OPERATIONS

Included in the  financial  statements  of the Company for the nine months ended
December 31, 2000 is Space Technology Development  Corporation (STDC), which was
acquired on December 21, 1999.

STDC is developing a remote sensing  satellite in cooperation with the U.S. Navy
and several corporate partners under the  congressionally  sanctioned Joint Dual
Use  Applications  Program  (JDUAP).  This  joint  development  provides  for  a
long-term  cooperative  relationship with the U.S. Navy and substantial  federal
funding for what will be a commercially owned and operated  hyperspectral remote
sensing satellite called the Naval EarthMap Observer (NEMO).

The NEMO agreement with the U.S.  Navy's Office of Naval Research  obligates the
government  to  provide   approximately   $64  million  in  funding,   of  which
approximately  $60  million has  already  been spent.  STDC is required to raise
approximately $125 million the balance of funds needed to complete the satellite
and launch it, as well as to establish the commercial  business to sell products
based on the  imagery the  satellite  will  collect.  Work on the  satellite  is
proceeding as the Company and STDC raise funds to meet the industry commitment.

In the Airborne  Hyperspectral Services business segment in the third quarter of
2001,  the  Company  focused on  surveying  under  contract  for third  parties,
surveying areas of interest for potential  hydrocarbon and mineral  exploration,
and surveying  areas for  marketing  and sales  purposes that may lead to future
revenue.  Third party contracts for hyperspectral  surveys included applications
in mineral and hydrocarbon exploration, gas and emission leak detection, vegetal
class  mapping,  and  environmental  base  lining and  monitoring.  In the third
quarter of 2001,  the  Company  successfully  completed  a  significant  mineral
exploration  survey in South  America.  Also in the third  quarter of 2001,  the
Company  focused on surveying and analyzing  data over areas with  environmental
issues that the Company  anticipates  will develop and expand its  environmental
services market.

In the Oil and Gas Properties business segment in the third quarter of 2001, the
Company  continued with its strategic plan of investing in projects that explore
and develop oil and gas.

The  Company  recognized  revenue  of  $1,159,048  in the third  quarter of 2001
compared  with  $79,678  in the third  quarter  of 2000.  Included  in the third
quarter of 2001 is $287,670 in revenue from Oil and Gas  Properties  and revenue
of $871,000 from a significant  hyperspectral  survey in South America.  Revenue
recognized for the nine months ended  December 31, 2000 was $1,881,925  compared
with $419,779 for the nine months ended December 31, 1999.  Included in the nine
months ended December 31, 2000 is $433,014 in revenue from STDC.

The Company recognized cost of sales of $508,598 and $1,815,860 in the three and
nine months ended  December 31, 2000 compared with $141,925 and $441,321 for the
three and nine months ended  December  31, 1999.  Included in the three and nine
months  ended  December 31, 2000 is the costs of a  significant  survey in South
America and STDC cost of sales of $1,090,093.

The Company recognized non-cash  compensation expense of $2,926,000 in the third
quarter of 2001 from the issuance of 8,587,500 shares of stock to employees as a
bonus.  Also included in general and  administrative  expenses for the three and
nine months ended  December  31, 2000 is an $185,000  loss accrual for a dispute
with a vendor  for  products  and  services  and a  $288,000  charge to bad debt
expense.  Included in general and administrative expenses for the three and nine
months ended December 31, 2000 is $227,959 and $638,845, respectively from STDC.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Net  cash  decreased  in the  third  quarter  of  2001  due  mainly  to  capital
expenditures and operating losses.  Capital  expenditures in 2001 were primarily
for purchase of an aircraft, additional expenditures for the Company's satellite
and airborne hyperspectral  instruments,  and additional expenditures on oil and
gas properties.

Net cash used in operating  activities  was $1,477,710 for the nine months ended
December 31, 2000,  resulting  primarily  from a net loss of  $6,165,676  net of
certain non-cash  expenses.  Net cash used in operating  activities was $728,893
for the nine months ended December 31, 1999, resulting primarily from a net loss
of $2,568,178 net of certain non-cash expenses.

In the nine months ended December 31, 2000, the Company raised $410,003 by
selling stock in its subsidiaries Terranet, Inc., Petro Probe, Inc. and
Eco Probe, Inc.

The Company is experiencing  working capital  deficiencies  because of operating
losses and capital  expenditures.  The Company has operated with funds  received
from the sale of its common stock and the issuance of notes.  The ability of the
Company to continue  as a going  concern is  dependent  upon  continued  debt or
equity  financings  until or unless the  Company is able to  generate  operating
revenues to sustain ongoing operations. The Company plans to increase the number
of  revenue  producing  services  through  the use of  additional  hyperspectral
instruments and thereby continue as a going concern.

In the third  quarter of 2001,  the Company  retained  Houlihan  Lokey  Howard &
Zukin,  investment bankers, to raise funds on a best efforts basis to expand the
Company's airborne  hyperspectral services market and to complete and launch the
Company's satellite hyperspectral instrument.

FUTURE OPERATIONS

In the  future,  the  Company  intends  to  continue  with  its  efforts  in the
environmental market and oil and gas business segment as well as to pursue sales
of hyperspectral services,  including surveying and processing, to third parties
in the mineral, hydrocarbon,  forestry and environmental areas. In addition, the
Company  intends to continue to perform remote  sensing  surveys for its own use
with applications in mineral and hydrocarbon exploration.

<PAGE>



                                     PART II

                           OTHER INFORMATION REQUIRED

        Item 1. Legal proceedings
                In November  2000,  in  connection  with a lawsuit in
                which the Company is involved,  the Circuit  Court of
                Baltimore County,  Third Judicial Circuit of Maryland
                issued a  ruling  on  certain  matters.  Among  other
                things,  the Court  denied the  Company's  motion for
                summary  judgment.  The lawsuit was filed in May 2000
                against  the  Company  by  Applied  Signal  and Image
                Technologies,  Inc. (ASIT).  ASIT's complaint alleges
                that the Company has not paid ASIT 500,000  shares of
                the Company's  stock,  which it is owed pursuant to a
                written contract between ASIT and the Company in which
                ASIT agreed to perform  certain  services  for the
                Company in return for cash and Company stock. The
                relief sought by ASIT in the lawsuit includes significant
                compensatory and punitive damages;  however, the
                Company believes that it will be able to settle the
                lawsuit  with ASIT for less than the relief sought.
       Item 2.  Changes in securities                                     None
       Item 3.  Defaults upon senior securities                           None
       Item 4.  Submission of matters to a vote of security holders       None
       Item 5.  Other information                                         None
       Item 6.  Exhibits and reports on Form 8-K
                (a)   Exhibits
                10.1  Larry Vance Employment Agreement          Previously Filed
                10.2  John W. Peel, III Employment Agreement    Previously Filed
                10.3  Rory J. Stevens Employment Agreement      Previously Filed
                10.4  Tami Story Employment Agreement           Previously Filed
                (b)   Reports of 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: February 14, 2001                     /s/ Larry F. Vance
                                            ------------------------------------
                                                Larry F. Vance
                                                Chairman of the Board

<PAGE>