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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Earth Search Sciences Inc (CE) | USOTC:ESSE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
x
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended
September 30, 2012
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to_______
|
Nevada
|
87-0437723
|
(State or other Jurisdiction of
|
(IRS Employer
|
Incorporation or Organization)
|
Identification Number)
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
Item 1. Consolidated Financial Statements (Unaudited)
|
Page
|
|
Consolidated Balance Sheets as of September 30, 2012 and March 31, 2012
|
3
|
|
Consolidated Statements of Expenses for the three months ended September 30, 2012 and 2011
|
4
|
|
Consolidated Statements of Cash Flows for the three months ended September 30, 2012 and 2011
|
5
|
|
Selected notes to consolidated unaudited financial statements
|
6-8
|
|
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
|
9
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
11
|
|
Item 4T. Controls and Procedures
|
11
|
September 30,
2012
|
March 31,
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 45,983 | $ | 147,289 | ||||
Prepaid Expenses
|
6,603 | 6,667 | ||||||
Loan costs, net of accumulated amortization of $268,863 and $266,691, respectively
|
2,363 | 4,535 | ||||||
Total current assets
|
54,949 | 158,591 | ||||||
TOTAL ASSETS
|
$ | 54,949 | $ | 158,591 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,318,894 | $ | 1,322,488 | ||||
Accounts payable – related parties
|
410,511 | 410,511 | ||||||
Accrued expenses
|
5,179,120 | 5,140,156 | ||||||
Accrued interest – related parties
|
1,050,487 | 708,986 | ||||||
Current portion of notes payable
|
1,628,440 | 1,628,440 | ||||||
Current portion of notes payable, net of discount of $83,839 and $95,678
|
2,583,199 | 2,067,322 | ||||||
Derivative liability
|
61,023 | 142,641 | ||||||
Settlement obligation
|
8,686,824 | 8,686,824 | ||||||
Current portion of notes payable – related parties
|
836,947 | 844,447 | ||||||
Total current liabilities
|
21,755,455 | 20,951,815 | ||||||
Convertible notes payable, net of discount of $0 and $123,437, respectively
|
- | 401,563 | ||||||
Total liabilities
|
21,755,445 | 21,353,378 | ||||||
- | ||||||||
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;
213,404,588 and 212,737,893 shares issued and outstanding, respectively
|
213,404 | 212,737 | ||||||
Additional paid-in capital
|
56,388,350 | 56,349,017 | ||||||
Treasury stock
|
(200,000 | ) | (200,000 | ) | ||||
Non-controlling interest
|
14,223 | 14,223 | ||||||
Accumulated deficit
|
(78,147,723 | ) | (77,602,014 | ) | ||||
Total stockholders’ deficit
|
(21,700,496 | ) | (21,194,787 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 54,949 | $ | 158,591 |
Six Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Operating expenses
|
||||||||||||||||
Depreciation and amortization
|
$ | - | $ | - | - | |||||||||||
Research and Development expense
|
- | - | - | |||||||||||||
General and administrative
|
289,171 | 980,026 | 161,244 | 495,151 | ||||||||||||
Total expenses
|
289,171 | 980,026 | 161,244 | 495,151 | ||||||||||||
Loss from operations
|
(289,171 | ) | (980,026 | ) | (161,244 | ) | (495,151 | ) | ||||||||
Other income (expense)
|
||||||||||||||||
Loss on change in market value of embedded derivative
|
81,618 | 155,769 | 11,756 | 265,372 | ||||||||||||
Unrealized loss on investment
|
- | (45,632 | ) | - | (27,232 | ) | ||||||||||
Interest expense
|
(338,156 | ) | (581,116 | ) | (162,376 | ) | (306,134 | ) | ||||||||
Net Loss
|
$ | (545,709 | ) | $ | (1,451,005 | ) | 335,376 | (563,145 | ) | |||||||
Loss attributable to Non-controlling interest
|
- | (5,860 | ) | - | (5,860 | ) | ||||||||||
Net Loss attributable to parent company
|
(545,709 | ) | (1,456,865 | ) | (335,376 | ) | (569,005 | ) | ||||||||
Basic and diluted:
|
||||||||||||||||
Loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
Weighted average common shares outstanding
|
213,208,295 | 200,446,204 | 213,401,844 | 201,792,060 |
Six Months Ended
|
||||||||
September 30,
|
||||||||
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$ | (545,709 | ) | (1,456,865 | ) | |||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Non-controlling interest
|
2,237 | 5,860 | ||||||
Depreciation and amortization
|
- | - | ||||||
Amortization of debt discount
|
114,314 | 304,135 | ||||||
Amortization of deferred finance costs
|
2,172 | 2,172 | ||||||
Change in fair value of embedded derivative
|
(81,618 | ) | (155,768 | ) | ||||
Common stock issued for services
|
- | 40,000 | ||||||
Imputed interest
|
- | 22,472 | ||||||
Unrealized (gain) loss on investment
|
- | 45,632 | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts payable and accrued expenses
|
355,049 | 374,210 | ||||||
Accrued interest – related parties
|
21,887 | 78,938 | ||||||
Prepaid expenses and other current asset
|
- | - | ||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(133,905 | ) | (739,214 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of investment
|
- | - | ||||||
NET CASH USED IN INVESTING ACTIVITIES
|
- | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Repayment on related party debt
|
(7,501 | ) | (132,000 | ) | ||||
Proceeds from issuance of common stock of GSI
|
40,000 | 500,000 | ||||||
Proceeds from issuance of convertible notes
|
- | 525,000 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
32,499 | 893,000 | ||||||
NET INCREASE IN CASH
|
(101,406 | ) | 153,786 | |||||
CASH AT BEGINNING OF PERIOD
|
147,389 | 73,625 | ||||||
CASH AT END OF PERIOD
|
$ | 45,983 | $ | 227,411 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$ | 28,700 | $ | - | ||||
Taxes paid
|
$ | - | $ | - | ||||
Non-cash financing and investing activities:
|
||||||||
Discount on notes payable from derivative liabilities
|
$ | - | 189,493 |
Liabilities Measured at Fair Value on a Recurring Basis
|
September 30, 2012
|
||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||
Derivative liabilities
|
$ 61,023
|
$ 61,023
|
|||
March 31, 2012
|
|||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||
Derivative liabilities
|
$ 142,641
|
$ 142,641
|
|||
Derivative Liabilities
|
||||
Balance at March 31, 2012
|
$ | 142,641 | ||
Additions
|
- | |||
Change in fair value
|
(81,618 | ) | ||
Balance at September 30, 2011
|
$ | 61,023 |
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)
|
31.2
|
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)
|
32.2
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
|
EARTH SEARCH SCIENCES, INC.
|
|
Date: November 19, 2012
|
/s/ Larry Vance
|
Larry Vance
|
|
Principal Executive Officer
|
Date: November 19, 2012
|
/s/ Tami Story
|
Tami Story
|
|
Principal Accounting Officer
|
1 Year Earth Search Sciences (CE) Chart |
1 Month Earth Search Sciences (CE) Chart |
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