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: June 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: 98,525,878 shares.
The registrant has only one class of common stock.



<PAGE>




                           EARTH SEARCH SCIENCES, INC.

                                    FORM 10-Q
                                   (Unaudited)

                           QUARTER ENDED JUNE 30, 1999

                                     PART I

                              FINANCIAL INFORMATION

                                TABLE OF CONTENTS

Item 1. Consolidated Financial Statements                             Page

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

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

          Consolidated Statement of Cash Flows for the
            Three Months Ended June 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>

                                                                                   June 30,                 March 31,
                                                                                     1999                      1999
                                                                             ---------------------     ---------------------
Assets
Current assets:
 Cash                                                                        $             77,355      $             47,642
 Other current assets                                                                     182,398                   120,996
                                                                             ---------------------     ---------------------
Total current assets                                                                      259,752                   168,637

 Property and equipment                                                                 3,754,231                 3,823,596
 Other long-term assets                                                                         -                         -
                                                                             ---------------------     ---------------------
Total assets                                                                            4,013,983                 3,992,233
                                                                             =====================     =====================

Liabilities and shareholders' deficit Current liabilities:
 Notes payable                                                                $           450,125       $           450,125
 Accounts payable and accrued expenses                                                    595,005                   552,061
 Accrued interest                                                                         258,793                   236,259
 Unearned revenue                                                                          30,000                    40,000
                                                                             ---------------------     ---------------------
Total current liabilities                                                               1,333,923                 1,278,445

Long-term liabilities
 Shareholder loans                                                                        627,704                   372,322
 Capital lease obligation                                                               2,635,620                 2,514,378
 Deferred officers' compensation                                                        1,814,946                 1,707,380
 Minority interest                                                                      2,000,000                 2,000,000
                                                                             ---------------------     ---------------------
Total liabilities                                                                       8,412,193                 7,872,525

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

Nonredeemable shareholders' deficit
 Series A preferred stock; 200,000 shares authorized,
  issued and outstanding at June 30 and March 31, 1999                                  1,000,000                 1,000,000
 Common stock, $.001 par value; 200,000,000 shares
  authorized; 97,800,878 and 97,411,367 shares
  respectively, issued and outstanding                                                     97,800                    97,411
 Additional paid-in capital                                                            11,489,988                11,459,081
 Treasury stock                                                                          (200,000)                 (200,000)
 Retained deficit                                                                     (16,903,843)              (16,354,629)
                                                                             ---------------------     ---------------------
                                                                                       (4,516,055)               (3,998,137)

Total liabilities and shareholders' deficit                                  $          4,013,983       $         3,992,233
                                                                             ====================       ===================


<PAGE>




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

                                                                                 For the Three Months
                                                                                     Ended June 30,
                                                                                 1999                1998
                                                                           ------------------  ----------------

Revenue                                                                    $        101,784    $      250,000
Costs of services provided                                                          (74,043)         (141,448)
                                                                          ------------------  ----------------
Gross margin                                                                         27,741           108,552
Expenses:
 General and administrative                                                         375,201           376,649
                                                                           -----------------  ----------------
                                                                                    375,201           376,649

Loss from operations                                                               (347,460)         (267,827)

Interest income                                                                           -                 -
Interest expense (Note 5 and 6)                                                    (201,370)         (177,596)
Other expense                                                                             -           (17,442)
                                                                           -----------------  ----------------

Loss before minority interest                                                      (548,830)         (462,865)

Minority interest in losses of consolidated subsidiaries                                  -                 -

Loss before extraordinary item                                                     (548,830)         (462,865)

Extraordinary item                                                                        -          (115,023)

Net loss                                                                    $      (548,830)   $     (577,888)
                                                                            ================   ===============

Shares applicable to basic and diluted loss per share                            98,327,779        88,308,696

Basic and diluted loss per share                                           $       (0.006)     $       (0.01)


<PAGE>

Earth Search Sciences, Inc.
Consolidated Statement of Cash Flows
-------------------------------------------------------------------------------------------------------------------------

                                                                                          For the Three Months
                                                                                              Ended June 30,
                                                                                        1999                 1998
                                                                                 -------------------  ----------------

Cash flows from operating activities:
   Net Income                                                                    $       (548,830)  $      (577,888)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
   Issuance of common stock for services
     and interest expense                                                                  30,912           102,729
   Extraordinary items                                                                          -           115,023
   Depreciation                                                                            69,365            68,931
   Amortization of lease discount                                                         121,242           121,323
   Changes in assets and liabilities:
      Other Assets                                                                        (61,402)          (60,871)
      Accounts payable                                                                     42,944           (21,961)
      Accrued liabilities                                                                  22,534           (11,281)
      Unearned revenue                                                                    (10,000)          (32,000)
      Deferred officers compensation                                                      107,566           112,877
                                                                                 -----------------   ---------------

  Net cash provided by operating activities                                              (225,669)         (183,118)
                                                                                 ------------------  --------------

Cash flows from investing activities:
   Capital expenditures                                                                         -           (11,239)
   Advance deposits                                                                             -                 -
                                                                                 -----------------   ---------------

Net cash used by investing activities                                                           -           (11,239)
                                                                                 -----------------   ---------------

Cash flows from financing activities:
  Repayment of notes payable                                                                    -           (10,681)
  Proceeds from shareholder loans                                                         255,382           191,500
  Repayments of shareholder loans                                                               -           (33,500)
  Issuance of common stock                                                                      -            58,000

Net cash provided from financing activities                                               255,382           205,319
                                                                                 -----------------  ----------------

Net increase (decrease) in cash                                                            29,713            10,962
Cash at beginning of period                                                                47,642            42,600
                                                                                 -----------------  ----------------
Cash at end of period                                                            $         77,355   $        53,562
                                                                                 =================  ================

</TABLE>
<PAGE>

                           EARTH SEARCH SCIENCES, INC

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

CONDENSED FINANCIAL STATEMENTS

         The  consolidated  statement of financial  position as of June 30, 1999
and the consolidated statements of operations and cash flow for the three months
ended June 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 June 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 months ended June 30, 1999 are not  necessarily  indicative of the
operating results to be expected for the full fiscal year.

REVENUE

         The Company recognized $101,784 in revenue during the third 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 June 30, 1999 and 1998,  the
weighted average number of these shares outstanding is 98,327,779 and 88,308,696
shares, respectively.

ISSUANCE OF COMMON STOCK

         During the three months ended June 30, 1999,  the issued  88,597 shares
of common stock for services rendered.


<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 June 30, 1999, the Company recognized $101,784
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

         The  Company  initiated  work on its  EOCAP  contract  with NASA to map
Yellowstone  National  Park.  Earth  Search is a  subcontractor  to  Yellowstone
Ecosystems Studies (Y.E.S.). Earth Search management attended a kick-off meeting
following  contract  award for purposes of planning the upcoming  mission to map
riparian  habitat.  NASA reported  previously that its high altitude  mapping in
prior years  indicated  the potential  for  utilizing  hyperspectral  imagery to
distinguish  between various tree species and vegetation  types important in the
food chain of Yellowstone's wildlife. Earth Search will collect imagery at lower
altitudes,  which  means  higher  resolution  imagery  can be  collected.  It is
anticipated  that with the  increased  resolution  obtained  utilizing the Earth
Search Probe-1 technology that Yellowstone's scientists responsible for tracking
seasonal  variability of plant species and, hence, food supplies will be able to
gain increased insight into  environmental  conditions  affecting the health and
well being of the Park's  wildlife.  The  ability of the Probe-1  technology  to
differentiate  between tree and plant species suggests a new and more economical
method for characterizing habitat.

         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
technology onboard the Boeing heliocourier aircraft.  More missions are planned,
including a revisit of the park in August.

         While  the  Company  seeks  to  avoid  forward-looking  statements  and
projections,  it is factual  to state  that the  contract  backlog  includes  an
agreement   with  Noranda,   which  at  present,   is  in  its  second  year  of
implementation.  As such, this contract calls for expenditures by Noranda for FY
2000 of  $2,000,000.  While  this  amount is  optional,  it is a  condition  for
maintaining  exclusivity  in  mineral  exploration  and  as  such  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.
Earth Search management  documents that the base contract is for three years and
that  revenue  expenditures  projected  in the contract are a condition by which
Noranda anticipates maintaining  exclusivity.  While there are many factors that
may impact the  projected  revenues  for a given year such as weather  delays or
acts of war in a specific global location, or flooding,  forest fires, etc.; all
of which may impact imagery collection,  Earth Search management is not aware of
any  circumstance at this time which would adversely impact the mapping campaign
for Noranda.

         The Company concluded a memorandum of understanding  with Booze-Allen &
Hamilton aimed at the collection, marketing, and distribution of Probe-1 data on
a global basis.

         Earth Search  continues to capitalize on the Company's  experience with
Probe-1 in the mapping of  environmental  and agricultural  issues.  The Company
also continues to expand on its ability to identify weed and other plant species
through the use of its Probe-1  hyperspectral  imaging  instrument.  Weeds are a
major  economic  problem  in the  West  (and  elsewhere)  because  they  inhibit
agricultural,  forestry,  and grazing  productivity.  Weed intrusion  mapping is
essential  to the  eradication  of the problem  and the Probe-1  results to date
clearly  demonstrate the Company's  capability to map and identify noxious weeds
from an airborne platform.

         Several proposals have been developed to partner with private industry,
universities  and state and Federal  agencies  to  develop,  package and deliver
competitive  advanced technology  products and services.  This approach provides
solutions to critical  environmental  restoration and waste management problems,
while furthering national business and technology goals.

         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  mid-1999  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 will be
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.

SUBSEQUENT EVENTS

Subsequent  to the quarter ended June 30, 1999,  the Company  secured the second
Probe-1 instrument and it has been mobilized to its first mission.



<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: August 16, 1999                    /s/ John W. Peel
                                        ------------------------------
                                        John W. Peel
                                        Chief Executive Officer
<PAGE>