Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 11, 2016

Earth Search Sciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-19566	87-0437723
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


306 Stoner Loop Road, Lakeside, MT	59922
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(406) 250 – 7750

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On October 29, 2015, the Board of Directors (the “Directors”) of Earth Search Sciences, Inc. (the “Company”) unanimously voted to approve a Reverse Stock Split of the common stock of the Company whereby each 41 shares of common stock outstanding as of the effective date will be converted into 1 whole share of common stock (the “Transaction”). The Company will not issue fractional shares in connection with the Reverse Stock Split and will pay an amount equal to $0.0062 per pre-split share in lieu of such issuance. Stockholders holding fewer than 41 shares at the time of the Reverse Stock Split will no longer have an equity interest in the Company and will only be entitled to receive a cash payment.

The primary purpose of the Transaction is to reduce the number of record holders of the Company’s common stock to fewer than 300, thereby allowing the Company to terminate the registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act.

Under Nevada law, the Transaction is structured so that the Company can consummate the Reverse Stock Split without the need to obtain stockholder approval. Therefore, the Company is not seeking stockholder approval for these actions, and no vote is sought in connection with these actions.

Although the Board has approved the Reverse Stock Split and subsequent termination of registration of the Common Stock and suspension of the Company’s duty to file periodic reports and other information with the SEC under the Exchange Act, the Board reserves the right to abandon, postpone or modify the foregoing for any reason, at any time before they are consummated.

The Transaction is a “going private” transaction under Section 13(e) of the Exchange Act and the Company has filed a Schedule 13E-3 with the SEC that contains additional information about the Transaction. The Schedule 13E-3 is available at www.sec.gov. The Company also released a press release announcing the filing of the Schedule 13E-3. A copy of the press release is included in the Exhibits to this document.

Exhibits

99.1 Press release dated January 11, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Earth Search Sciences, Inc.

Dated: January 11, 2016

By /S/ Larry Vance

Larry Vance

Principal Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Earth Search Sciences Files Schedule 13E-3 and Announces Plan to Go Private

Kalispell, MT – January 11, 2016 – Earth Search Sciences, Inc. (OTCQB: ESSE, www.earthsearch.com), the majority shareholder of General Synfuels International, Inc. (“GSI”) which is developing a technology to extract oil and gas from oil shale, announced its intentions today to become a private company. The Company will go private with no significant change in ownership and no change in control.

The Company is going private because the Company believes it will facilitate institutional financing of its subsidiary, GSI, and because it believes the costs associated with being a fully reporting, compliant public company in the U.S. is not justified by the benefits for a company which is not yet producing revenue. In addition, starting in 2016 the costs of being a public company will increase. By going private, the Company will be able to invest these cost savings back into the business, which will allow the Company and GSI to focus on developing its technology and testing.

“We analyzed our business model, where we are going, and what was most important to our shareholders and to future investors,” stated Larry Vance, chief executive officer. “The Company has historically been spending an average of $100,000 annually in order to be a public company, and those costs are only going to increase in 2016 and every year thereafter. We decided we could better serve our shareholders by using these cost savings to invest in our business. We believe this money can be better used to develop, test, and expand our technology.”

Mr. Vance continued, “It was imperative to create a plan that treats all shareholders the same, is fair and equitable, and is in the best interest of the shareholders and the company moving forward.”

The plan has been approved by the Earth Search Sciences Board of Directors and is fully disclosed in the SEC Schedule 13E-3 filing, which is available at www.sec.gov. This timing and execution of the plan is subject to regulatory and other approvals. The company believes that it can receive the necessary approvals and meet the requirements to become a private company by the second quarter of 2016.

Safe Harbor Statement:

The matters discussed in this news release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements about the Company’s prospects for future growth and results of operations are forward-looking statements. The comments made by the Company's senior management in regards to future revenue and results are based on current expectations and involve risks and uncertainties that may adversely affect expected results.

# # #

Company Contact

Charles Bridge

Earth Search Sciences, Inc.

Phone: (617) 319-6303

cbridge@gsienergy.com