<PAGE>

      As filed with the Securities and Exchange Commission on June 30, 2003
                                              Registration No. 333- ............

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM S - 8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           EARTH SEARCH SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

UTAH                                                    87-0437723
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

1729 MONTANA HIGHWAY 35
KALISPELL, MONTANA                                      59901
(Address of Principal Executive Offices)                (Zip Code)

                          2003 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 LARRY F. VANCE
                             1729 MONTANA HIGHWAY 35
                            KALISPELL, MONTANA 59901
                                 With a Copy to
                               LAWRENCE E. WILSON
                           FRANKLIN, CARDWELL & JONES
                            1001 MCKINNEY, 18TH FLOOR
                                HOUSTON, TX 77002
                     (Name and address of agent for service)

                                 (406) 751-5200
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------ ------------------- ------------------- -------------------- --------------
               TITLE                                          PROPOSED            PROPOSED
           OF SECURITIES                 AMOUNT TO        MAXIMUM OFFERING    MAXIMUM AGGREGATE     AMOUNT OF
         TO BE REGISTERED/1/          BE REGISTERED/1/    PRICE PER SHARE/2/  OFFERING PRICE/2/  REGISTRATION FEE
------------------------------------ ------------------- ------------------- -------------------- --------------
<S>                                      <C>                   <C>                <C>                <C>
Common Stock,
$.001 par value per share                15,000,000            $.013              $195,000           $15.78
------------------------------------ ------------------- ------------------- -------------------- --------------
</TABLE>

--------------
/1/ In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans(s) described herein.

/2/ Pursuant to Rule 457(g) under the Securities Act of 1933, the offering price
of shares of Common Stock to be  purchased  pursuant to the Plan is based on the
average  of the bid and  asked  prices  on June  27,  2003 for the  purposes  of
computing the filing fees.

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Company's  Annual Report on Form 10-K for the year ended March 31,
2002,  Quarterly  Report on Form 10-Q for the three  months ended June 30, 2002,
Quarterly  Report on Form 10-Q for the three and six months ended  September 30,
2002, Quarterly Report on Form 10-Q for the three and nine months ended December
31,  2002,  all Current  Reports on Form 8-K filed for  periods  after March 31,
2002,  and  the  description  of the  Company's  Common  Stock  included  in its
registration  statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission  pursuant to Section 12(g) of the Securities Exchange Act of 1934 are
incorporated  herein  by  reference.  All  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was


<PAGE>

adjudged liable to the  corporation,  or in connection with any other Proceeding
charging that the Indemnified  Director  derived an improper  personal  benefit,
whether or not involving action in his official capacity, in which Proceeding he
was adjudged liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

         Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification

                                       3
<PAGE>

under  Section 903 and is entitled  to apply for court  ordered  indemnification
under  Section  905,  in each case to the same  extent as a  director,  (ii) the
corporation  may  indemnify  and  advance  expenses  to  an  officer,  employee,
fiduciary  or agent of the  corporation  to the same extent as a  director,  and
(iii) a  corporation  may also  indemnify  and  advance  expenses to an officer,
employee,  fiduciary or agent who is not a director to a greater extent than the
right of indemnification  granted to directors,  if not inconsistent with public
policy, and if provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.

         No  provision  of the  Company's  Articles of  Incorporation  or bylaws
limits the  application  of the Revised Act. Such  provisions  are  sufficiently
broad to permit the  indemnification  of such  persons in certain  circumstances
against liabilities arising under the Securities Act.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors and officers,  and to persons  controlling
our company pursuant to the foregoing provisions,  we have been informed that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following  exhibits  are  filed  as a part  of  this  Registration
Statement pursuant to Item 601 of Regulation S-B.

          4.1       2003 Stock Compensation Plan.
          5.1       Opinion of Franklin, Cardwell & Jones.
          23.1      Consent   of  Grant   Thornton   LLP,   independent   public
                    accountants.
          23.2      Consent of Franklin,  Cardwell & Jones  (included in Exhibit
                    5.1).
          24.1      Power of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment to this Registration Statement to include any
         material  information  with  respect  to the plan of  distribution  not
         previously  disclosed  in the  registration  statement  or any material
         change to such information in the registration statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating

                                       4

<PAGE>

         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       5
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Kalispell,  and the State of  Montana,  on June 19,
2003.

EARTH SEARCH SCIENCES, INC.


By: /s/ Larry F. Vance
    --------------------------
    Larry F. Vance
    Chief Executive Officer


By: /s/ Tami J. Story
    ---------------------------
    Tami J. Story
    Chief Financial Officer
    Chief Accounting Officer



                                       6
<PAGE>


         Each person whose  signature  appears  below  constitutes  and appoints
Larry F. Vance as his/her true and lawful  attorney-in-fact and agent, with full
powers of  substitution  and  re-substitution,  for him/her and in his/her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents, each acting alone, full powers and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and  agent,  or his  or her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on June 19, 2003.


/s/ Larry F. Vance                              /s/ Tami J. Story
------------------------------                  ----------------------------
    Larry F. Vance                              Tami J. Story
    Director                                    Director


/s/ Ken Danchuk
------------------------------
    Ken Danchuk
    Director




                                       7
<PAGE>


                                  EXHIBIT INDEX

4.1      2003 Stock Compensation Plan
5.1      Opinion of Franklin, Cardwell & Jones
23.1     Consent of Grant Thornton LLP
23.2     Consent of Franklin, Cardwell & Jones (included in Exhibit 5.1)
24.1     Power of Attorney (included on Signature Page)



                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 17792}]
{"company-data": {"conformed-name": "EARTH SEARCH SCIENCES INC", "cik": "0000752634", "assigned-sic": "6199", "irs-number": "870408223", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106630", "film-number": "03762690"}, "business-address": {"street1": "1729 MONTANA HIGHWAY 35", "city": "KALLSPELL", "state": "MT", "zip": "59901", "phone": "4067515200"}, "mail-address": {"street1": "1729 MONTANA HIGHWAY 35", "city": "KALLSPELL", "state": "MT", "zip": "59901"}, "former-company": {"former-conformed-name": "TURNABOUT CORP", "date-changed": "19871130"}}
As filed with the Securities and Exchange Commission on June 30, 2003
                                              Registration No. 333- ............

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM S - 8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           EARTH SEARCH SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

UTAH                                                    87-0437723
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

1729 MONTANA HIGHWAY 35
KALISPELL, MONTANA                                      59901
(Address of Principal Executive Offices)                (Zip Code)

                          2003 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 LARRY F. VANCE
                             1729 MONTANA HIGHWAY 35
                            KALISPELL, MONTANA 59901
                                 With a Copy to
                               LAWRENCE E. WILSON
                           FRANKLIN, CARDWELL & JONES
                            1001 MCKINNEY, 18TH FLOOR
                                HOUSTON, TX 77002
                     (Name and address of agent for service)

                                 (406) 751-5200
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------ ------------------- ------------------- -------------------- --------------
               TITLE                                          PROPOSED            PROPOSED
           OF SECURITIES                 AMOUNT TO        MAXIMUM OFFERING    MAXIMUM AGGREGATE     AMOUNT OF
         TO BE REGISTERED/1/          BE REGISTERED/1/    PRICE PER SHARE/2/  OFFERING PRICE/2/  REGISTRATION FEE
------------------------------------ ------------------- ------------------- -------------------- --------------
Common Stock,
$.001 par value per share                15,000,000            $.013              $195,000           $15.78
------------------------------------ ------------------- ------------------- -------------------- --------------
--------------
/1/ In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans(s) described herein.

/2/ Pursuant to Rule 457(g) under the Securities Act of 1933, the offering price
of shares of Common Stock to be  purchased  pursuant to the Plan is based on the
average  of the bid and  asked  prices  on June  27,  2003 for the  purposes  of
computing the filing fees.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Company's  Annual Report on Form 10-K for the year ended March 31,
2002,  Quarterly  Report on Form 10-Q for the three  months ended June 30, 2002,
Quarterly  Report on Form 10-Q for the three and six months ended  September 30,
2002, Quarterly Report on Form 10-Q for the three and nine months ended December
31,  2002,  all Current  Reports on Form 8-K filed for  periods  after March 31,
2002,  and  the  description  of the  Company's  Common  Stock  included  in its
registration  statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission  pursuant to Section 12(g) of the Securities Exchange Act of 1934 are
incorporated  herein  by  reference.  All  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  16-10a-902  ("Section  902")  of  the  Utah  Revised  Business
Corporation  Act (the "Revised Act")  provides that a corporation  may indemnify
any  individual  who was, is, or is threatened  to be made a named  defendant or
respondent (a "Party") in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or  informal  (a  "Proceeding"),  because he is or was a director  of the
corporation or is or was serving at its request as a director, officer, partner,
trustee, employee,  fiduciary or agent of another corporation or other person or
of an employee benefit plan (an "Indemnified Director"),  against any obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was
adjudged liable to the  corporation,  or in connection with any other Proceeding
charging that the Indemnified  Director  derived an improper  personal  benefit,
whether or not involving action in his official capacity, in which Proceeding he
was adjudged liable on the basis that he derived an improper personal benefit.

         Section  16-10a-906 of the Revised Act provides that a corporation  may
not indemnify a director under Section 902 unless authorized and a determination
has been made (by the board of directors,  a committee of the board of directors
or by the stockholders)  that  indemnification of the director is permissible in
the  circumstances  because  the  director  has met the  applicable  standard of
conduct set forth in Section 902.

         Section  16-10a-903  ("Section  903") of the Revised Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

         Section  16-10a-904  ("Section 904") of the Revised Act provides that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

         Section   16-10a-907  of  the  Revised  Act  provides  that,  unless  a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation  is entitled to mandatory  indemnification

                                       3
under  Section 903 and is entitled  to apply for court  ordered  indemnification
under  Section  905,  in each case to the same  extent as a  director,  (ii) the
corporation  may  indemnify  and  advance  expenses  to  an  officer,  employee,
fiduciary  or agent of the  corporation  to the same extent as a  director,  and
(iii) a  corporation  may also  indemnify  and  advance  expenses to an officer,
employee,  fiduciary or agent who is not a director to a greater extent than the
right of indemnification  granted to directors,  if not inconsistent with public
policy, and if provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.

         No  provision  of the  Company's  Articles of  Incorporation  or bylaws
limits the  application  of the Revised Act. Such  provisions  are  sufficiently
broad to permit the  indemnification  of such  persons in certain  circumstances
against liabilities arising under the Securities Act.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors and officers,  and to persons  controlling
our company pursuant to the foregoing provisions,  we have been informed that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following  exhibits  are  filed  as a part  of  this  Registration
Statement pursuant to Item 601 of Regulation S-B.

          4.1       2003 Stock Compensation Plan.
          5.1       Opinion of Franklin, Cardwell & Jones.
          23.1      Consent   of  Grant   Thornton   LLP,   independent   public
                    accountants.
          23.2      Consent of Franklin,  Cardwell & Jones  (included in Exhibit
                    5.1).
          24.1      Power of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment to this Registration Statement to include any
         material  information  with  respect  to the plan of  distribution  not
         previously  disclosed  in the  registration  statement  or any material
         change to such information in the registration statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating

                                       4
to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Kalispell,  and the State of  Montana,  on June 19,
2003.

EARTH SEARCH SCIENCES, INC.

By: /s/ Larry F. Vance
    --------------------------
    Larry F. Vance
    Chief Executive Officer

By: /s/ Tami J. Story
    ---------------------------
    Tami J. Story
    Chief Financial Officer
    Chief Accounting Officer

                                       6
Each person whose  signature  appears  below  constitutes  and appoints
Larry F. Vance as his/her true and lawful  attorney-in-fact and agent, with full
powers of  substitution  and  re-substitution,  for him/her and in his/her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents, each acting alone, full powers and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and  agent,  or his  or her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on June 19, 2003.

/s/ Larry F. Vance                              /s/ Tami J. Story
------------------------------                  ----------------------------
    Larry F. Vance                              Tami J. Story
    Director                                    Director

/s/ Ken Danchuk
------------------------------
    Ken Danchuk
    Director

                                       7
EXHIBIT INDEX

4.1      2003 Stock Compensation Plan
5.1      Opinion of Franklin, Cardwell & Jones
23.1     Consent of Grant Thornton LLP
23.2     Consent of Franklin, Cardwell & Jones (included in Exhibit 5.1)
24.1     Power of Attorney (included on Signature Page)

                                       8