EARTH SEARCH SCIENCES INC - FORM 10-Q

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EX-32.1 - EARTH SEARCH SCIENCES INC	ex32-1.htm
EX-31.1 - EARTH SEARCH SCIENCES INC	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2015

¨	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______

Commission File No. 000-19566

EARTH SEARCH SCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	87-0437723
(State or other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification Number)

306 Stoner Loop Road, Lakeside, MT 59922

(Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code: (406) 250-7750

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 Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting companyx

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of common stock outstanding at August 24, 2015: 256,342,058

EARTH SEARCH SCIENCES, INC.

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED June 30, 2015

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)		Page

	Consolidated Balance Sheets as of June 30, 2015 and March 31, 2015	3

	Consolidated Statements of Expenses for the three months ended June 30, 2014 and 2015	4

	Consolidated Statements of Cash Flows for the three months ended June 30, 2014 and 2015	5

	Selected notes to consolidated unaudited financial statements	6

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk		8

Item 4T. Controls and Procedures		8

PART II

OTHER INFORMATION REQUIRED

Item 1. Legal Proceedings	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	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	9

EARTH SEARCH SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

These financial statements have not been reviewed or audited by our Independent Registered Public Accountants.

	June 30, 2015			March 31, 2015

ASSETS
Current assets:
Cash	$	39,166		$	15,983
Total current assets		39,166			15,983

TOTAL ASSETS	$	39,166		$	15,983

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,112,405		$	1,235,135
Accounts payable – related parties		397,192			410,511
Accrued expenses		6,889,769			7,508,057
Current portion of convertible notes payable		5,095,410			5,095,410
Settlement obligation		8,686,824			8,686,824
Current portion of notes payable – related parties		836,947			747,947
Total current liabilities		23,018,577			22,957,104

Convertible notes payable		746,030			600,000

Total liabilities		23,764,577			24,283,884
					-

STOCKHOLDERS’ DEFICIT
Series C Convertible Preferred stock, 300,000,000 shares authorized, $.001 par value, 31,250,000 issued and outstanding, respectively 31,250,000 issued and outstanding, or none issued and outstanding		31,250			31,250
Common stock, $.001 par value; 300,000,000 shares authorized; 226,907,393 and 226,907,393 shares issued and outstanding, respectively		226,907			226,907
Additional paid-in capital		56,484,847			56,484,847
Treasury stock		(200,000	)		(200,000	)
Non-controlling interest		9,572			2,599
Accumulated deficit		(80,277,988	)		(80,813,505	)
Total stockholders’ deficit		(23,725,411	)		(24,267,901	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	39,166		$	15,983

See accompanying notes to unaudited consolidated financial statements.

EARTH SEARCH SCIENCES, INC.

CONSOLIDATED STATEMENTS OF EXPENSES

(UNAUDITED)

These financial statements have not been reviewed or audited by our Independent Registered Public Accountants.

	Three Months Ended June 30,
	2015			2014
Operating expenses
General and administrative	$	256,816		$	232,002

Total expenses		256,816			232,002

Loss from operations		(256,816	)		(232,002	)

Other income (expense)
Other income		948,569			-
Interest expense		(144,914	)		(171,838	)

Net Income (Loss)		546,839			(403,840	)
Loss attributable to Non-controlling interest		(6,973	)		1,958
Net Income (loss) attributable to parent company	$	539,866		$	(401,883	)

Basic and diluted:
Loss per share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding		226,907,393			226,907,393

See accompanying notes to unaudited consolidated financial statements.

EARTH SEARCH SCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

These financial statements have not been reviewed or audited by our Independent Registered Public Accountants.

	Three Months Ended
	June 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	535,517			(401,833	)
Adjustments to reconcile net loss to cash used in operating activities:
Non-controlling interest		6,973			(1,958	)
Depreciation and amortization		-			-
Amortization of debt discount		-			-
Amortization of deferred finance costs		-			-
Change in fair value of embedded derivative		-			-
Common stock issued for services		-			-
Changes in assets and liabilities:
Accounts payable and accrued expenses		(776,069	)		182,577
Accrued interest – related parties		21,762			21,762
Prepaid expenses and other current asset		-			-
NET CASH USED IN OPERATING ACTIVITIES		(211,817	)		(199,502	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment		-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment on related party debt		-			-
Proceeds from issuance of common stock of GSI		-			-
Proceeds from issuance of convertible notes		235,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		235,000			-

NET INCREASE IN CASH		23,183			(199,502	)
CASH AT BEGINNING OF PERIOD		15,983			224,785
CASH AT END OF PERIOD	$	39,166		$	25,283


SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-			-
Taxes paid		-			-

Non-cash financing and investing activities:
Discount on notes payable from derivative liabilities	$	-			-

See accompanying notes to unaudited consolidated financial statements.

EARTH SEARCH SCIENCES, INC

NOTES TO CONSOLIDATED UNAUDITED 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, and should be read in conjunction with the financial statements and notes thereto contained in ESSI's Annual Report filed with the SEC on Form 10-K for the fiscal year ended March 31, 2015. 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 consolidated financial statements for 2015 as reported in the 10-K have been omitted.

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, we realized net income for the three months ended June 30, 2015 of $539,866, had an accumulated deficit of $80,277,988 and a working capital deficit of $22,979,411as of June 30, 2015. 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 and or loans to the Company. The financial statements do not include any adjustments that might be necessary if ESSI is unable to continue as a going concern.

NOTE 3 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

As of June 30, 2015, we had $5,095,410 in convertible notes payable. These notes have a two year term and bear interest at 5%. The conversion option allows for a conversion price of $0.08 per common share and includes a reset provision that would lower the conversion rate to 80% of the price received for a share of common stock in any future qualified financing. ESSI evaluated the conversion option for derivative accounting consideration under ASC 815-15 and determined that the embedded conversion options should be classified as a liability and recorded at their fair value due to the above noted reset provision. The derivative liabilities were valued using the Black-Scholes Option Pricing Model and at the respective date of issuances were valued at $189,493 which was recorded as a discount against the convertible note payable and was amortized into interest expense using the effective interest rate method over the terms of the notes. At June 30, 2015, the valuation of the derivative liability was $0.

The Company values its conversion option derivatives using the Black-Scholes option-pricing model. Assumptions used in valuing the derivative liability at June 30, 2015 include (1) 0.05% to 0.21% risk-free interest rate, (2) remaining contractual term of the respective convertible note agreements are the expected term, (3) expected volatility 189% to 254%, (4) zero expected dividends (5) exercise price of $0.08 per share, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

As of June 30, 2015, the outstanding balance, net of discount on these convertible notes was $5,095.410.

NOTE 4 - NOTES PAYABLE TO RELATED PARTIES

We financed our operations in part by funds received from shareholders. These advances are in the form of unsecured promissory notes and bear interest at rates ranging from 8% to 10%. Stockholder loans totaled $836,947 and $836,947 as of June 30, 2015 and December 31, 2014, respectively. The principal balance is included in notes to related parties, along with $89,000 convertible notes issued to related parties.

NOTE 5 - EQUITY

The Company issued no common shares of ESSI during the quarter.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Item 2 of Part I of this Quarterly Report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CORPORATE FOCUS

Earth Search Sciences, Inc. (ESSI) is a Nevada corporation. We have one majority owned subsidiary, General Synfuels International (GSI). During fiscal year 2014 we dissolved all inactive subsidiaries: Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe, Inc., STDC, Inc, Consolidated Exploration Technologies, Earth Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro Probe, Inc. and Terranet, Inc.

We did not generate any revenue during fiscal year 2014, have no current business operations and are currently focused on two potential business ventures.

We are working with certain investors to develop and employ technology in the extraction of oil and gas from oil shale. During the third quarter of 2008 ESSI acquired General Synfuels International, Inc, owner of the world-wide proprietary rights, patent, technology, construction plans and materials and operational capability for a gasification process to recover the oil and gas from oil shale. GSI has refined the design and begun development of our first plant. However, the current state of the financial markets has negatively impacted our ability to raise the additional funds necessary to complete our plant. Our current plan is to complete a field test of this technology during fourth quarter of 2015 and subsequent commercial development as early as 2016. Additionally we have secured oil shale land in both Wyoming and Colorado.

GSI continues to develop additional patents related to our technology and as part of that process we are exploring a tar sands application. We anticipate the tar sands application to be used internationally.

Exploitation of Oil and Gas from Oil Shale

On August 15th of 2008 ESSI acquired all of the outstanding shares of General Synfuels International, Inc. (GSI), an entity controlled by certain management and directors of ESSI. This transaction was accounted for as an asset purchase due to the fact that GSI was dormant, did not have customers or employees and only held certain proprietary rights, patent, technology and construction plans for a gasification process to recover the oil and gas from oil shale. In addition, the asset was recorded at its historical cost due to the fact that this transaction was between entities under common control. Prior to the acquisition, both entities were controlled by certain members of management. The $5,494,700 value in excess of the historical cost of the asset was recorded as compensation expense.

ESSI paid the individual GSI Shareholders $5,500,000: 33,333,333 shares of common stock valued at $3,000,000 based on the closing price of ESSI’s stock on the date of the transaction; and $2,500,000 in the form of promissory notes payable to the GSI shareholders in five equal payments of $500,000. On July 9, 2009, the holders of our $2.5 million convertible promissory notes that were issued in connection with the purchase of GSI agreed to exchange their convertible notes for convertible preferred stock with an equal face value. The preferred stock is convertible at $0.08 per share and the entire $2.5 million is convertible into an aggregate 31,250,000 shares of series C preferred shares.

The Series C Convertible Preferred shares contain dividend participation and voting rights on an as converted basis. In addition, the Series C Convertible Preferred shareholders have preferential rights over other classes of stock in the event of liquidation. The Series C Convertible Preferred shares contain a mandatory conversion feature which is triggered on the fifth anniversary of the closing date, or July 8, 2014. These preferred shares are convertible into an aggregate of 31,250,000 common shares.

GSI is currently examining various private oil shale sites in Colorado and Wyoming for a test plant as well as starting the process of applying for a Bureau of Land Management R&D oil shale lease. The first plant is budgeted for approximately $15 million as a first stage development cost. The purpose of this plant is to prove certain operating variables.

RESULTS OF OPERATIONS

We had no revenues during the three months ended June 30, 2015 or during 2014.

General and administrative expenses were $256,816 for the three month period ended June 30, 2015, compared to $232,002 for the corresponding period of 2014. General and administrative expenses are higher primarily due to an increase in fund raising and operating activity.

Interest expense for the three month period ended June 30, 2015, was $144,914 compared to interest expense of $171,838 for the corresponding period in 2014.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $211,817 for the three month period ended June 30, 2015 compared to net cash used by operating activities of $199,502 for the three month period ended June 30, 2014. The increase in cash used in operations is primarily due to increased operating and fund raising activity.

Net cash provided by financing activities was $235,000 for the three month period ended June 30, 2015 compared to no cash provided for the same period of 2014. During the three months ended June 30, 2015, we received $235,000 in debt financing.

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 no 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 focus on the development of our oil shale extraction technology 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, ESSI is not required to provide disclosure under this Part I, Item 3.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, principally our Chief Executive Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our management concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i.) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. As part of our management’s assessment of internal controls over financial reporting as of March 31, 2012 we identified material weaknesses in our internal controls which we viewed as an integral part of our disclosure controls and procedures.

There is an over-reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.

There is a lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION REQUIRED

Item 1. Legal proceedings

None

Item 2. Unregistered sales of equity 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

Exhibit Number	Description

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	Purchase and Sale of Business Agreement between Earth Search Sciences, Inc. and Ken Danchuk, Ron McQueen and Larry Vance dated August 15, 2008 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.2	Promissory Note of Earth Search Sciences, Inc. in favor of Ken Danchuk dated August 15, 2008 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.3	Promissory Note of Earth Search Sciences, Inc. in favor of Ron McQueen dated August 15, 2008 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.4	Promissory Note of Earth Search Sciences, Inc. in favor of Larry Vance dated August 15, 2008 (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.5	Agreement for Consulting Services between Earth Search Sciences, Inc. and Ken Danchuk dated August 15, 2008 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.6	Agreement for Consulting Services between Earth Search Sciences, Inc. and Ron McQueen dated August 15, 2008 (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.7	Agreement for Consulting Services between Earth Search Sciences, Inc. and Larry Vance dated August 15, 2008 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8K as filed September 9, 2008)

10.8	Agreement for Debt Settlement between Earth Search Sciences, Inc. and Larry Vance dated July 9, 2009

10.9	Agreement for Debt Settlement between Earth Search Sciences, Inc. and Ken Danchuk dated July 9, 2009

11.1	Agreement for Debt Settlement between Earth Search Sciences, Inc. and Ron McQueen dated July 9, 2009

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

32.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (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: August 24, 2015	/s/ Larry Vance
	Larry Vance
	Principal Executive Officer

EARTH SEARCH SCIENCES INC - FORM 10-Q - August 24, 2015

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