UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                   FORM 10-KSB
                            -------------------------


                    ANNUAL REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                          COMMISSION FILE NO.: 0-32143



                              ECOSYSTEM CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                              20-3148296
--------------------------------------------------------------------------------
(State of other jurisdiction of                                   (IRS Employer
incorporation or organization                                Identification No.)


One Penn Plaza, Suite 1612, New York, NY                                  10119
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


                                 (212) 994-5374
--------------------------------------------------------------------------------
               (Registrant's telephone number including area code)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act__.

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value.

Check mark  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter  period that the registrant as required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No __.

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form. (X).

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes__ No X.

State issuer's revenues for its most recent fiscal year: $0.

The number of  outstanding  shares of common stock and value of the voting stock
held by non-affiliates of the Registrant as of April 14, 2008 were 8,354,328 and
$291,679, respectively.

<PAGE>


                              ECOSYSTEM CORPORATION
                           ANNUAL REPORT ON FORM 10KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
<TABLE>


                                TABLE OF CONTENTS


<CAPTION>

                                                                                                       Page No
Part I
<S>         <C>                                                                                             <C>
Item 1      Description of Business .........................................................................4
Item 1A     Risk Factors.....................................................................................5
Item 2      Description of Properties........................................................................7
Item 3      Legal Proceedings................................................................................7
Item 4      Submission of Matters to a Vote of Security Holders .............................................7

Part II
Item 5      Market for Registrant's Common Equity and Related Stockholder Matters ...........................8
Item 6      Management's Discussion and Analysis.............................................................9
Item 7      Financial Statements ...........................................................................11
Item 8      Changes and Disagreements with Accountants on Accounting and Financial Disclosure ..............23
Item 8A     Controls and Procedures ........................................................................23
Item 8B     Other Information...............................................................................25

Part III
Item 9     Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance
            with Section 16(a) of the Exchange Act  ........................................................25
Item 10    Executive Compensation ..........................................................................25
Item 11    Security Ownership of Certain Beneficial Owners and Related Stockholder Matters .................26
Item 12    Certain Relationships and Related Transactions and Director Independence ........................26

Part IV
Item 13     Exhibits .......................................................................................27
Item 14     Principal Accountant Fees and Services .........................................................28
Signatures


</TABLE>








                                       2
<PAGE>

                                     PART I

Basis of Presentation

In this Annual Report on Form 10-KSB,  the terms "we," "our," "us," "EcoSystem,"
or the "Company" refer to EcoSystem Corporation (f/k/a GS Energy Corporation).

Forward Looking Statements

We make certain forward-looking  statements in this Annual Report on Form 10-KSB
and  in  the  documents  that  are  incorporated  herein  by  reference.   These
forward-looking  statements  relate to our outlook or expectations for earnings,
revenues,  expenses,  asset  quality  or  other  future  financial  or  business
performance,  strategies or expectations,  or the impact of legal, regulatory or
supervisory  matters  on  our  business,  results  of  operations  or  financial
condition.  Specifically,  forward-looking  statements  may  include  statements
preceded  by,  followed  by  or  that  include  the  words  "estimate,"  "plan,"
"project,"  "forecast,"  "intend,"  "expect,"  "anticipate,"  "believe," "seek,"
"target" or similar  expressions.  These  statements  reflect  our  management's
judgment based on currently available  information and involve a number of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those in the forward-looking  statements.  Future performance cannot be ensured.
Actual  results  may  differ  materially  from  those  in  the   forward-looking
statements. Some factors that could cause our actual results to differ include:

     >>   the volatility and uncertainty of commodity prices;

     >>   the costs and business risks  associated  with developing new products
          and entering new markets;

     >>   our ability to locate and integrate future acquisitions;

     >>   the  impact  of  new,  emerging  and  competing  technologies  on  our
          business;

     >>   the  possibility  of one or more of the  markets  in which we  compete
          being  impacted by political,  legal and  regulatory  changes or other
          external factors over which they have no control;

     >>   changes in or  elimination of  governmental  laws,  tariffs,  trade or
          other controls or enforcement practices;

     >>   our reliance on key management personnel;

     >>   limitations  and   restrictions   contained  in  the  instruments  and
          agreements governing our indebtedness;

     >>   our  ability  to  raise  additional   capital  and  secure  additional
          financing;

     >>   our ability to implement additional financial and management controls,
          reporting  systems and  procedures  and comply with Section 404 of the
          Sarbanes-Oxley Act, as amended; and

     >>   other risks  referenced  from time to time in our filings with the SEC
          and those  factors  listed in this Form  10KSB  under  Item 1A,  Risks
          Factors, beginning on page 5.

You are cautioned not to place undue reliance on any forward-looking statements,
which  speak  only as of the  date  of this  Form  10-KSB,  or in the  case of a
document incorporated by reference,  as of the date of that document.  Except as
required by law, we undertake no  obligation  to publicly  update or release any
revisions  to  these  forward-looking   statements  to  reflect  any  events  or
circumstances after the date of this Form 10-KSB or to reflect the occurrence of
unanticipated events.


                                       3
<PAGE>



ITEM 1        DESCRIPTION OF BUSINESS

OVERVIEW

We  focus  on  the  development  of  ecotech  projects  involving  the  balanced
application  of  chemical,   biological  and  mechanical  processes  to  produce
value-added resources in unconventional but sustainable ways.

During our  fiscal  year  ended  December  31,  2007,  our focus was  limited to
specialty  metal  manufacturing   services  including  machine  design,  machine
building,  control system electronics and programming,  and maintenance  support
services  for  third-party  clients in the  biofuels,  automotive,  electronics,
lighting, plastics, rubber and food products industries.

In December  2007,  we  liquidated  our  manufacturing  operation and executed a
license agreement for the exclusive use of GreenShift Corporation's patented and
patent-pending   bioreactor   technology  in  applications   involving   certain
commercial  products not including  fuels and energy.  We are currently  working
with GreenShift in testing its recently  completed  bioreactor pilot facility in
Ohio. In addition, we are actively exploring acquisition opportunities involving
distressed or other assets that are compatible  with our  bioreactor  technology
and business model.

BACKGROUND

Every year,  3,000 gigatons of carbon dioxide are released by natural  processes
into the  atmosphere.  Humans are  responsible  for an  additional  25 gigatons.
Although this seems  comparatively low, it nonetheless puts the sensitive carbon
dioxide  balance out of sync and it is precisely this balance that is so crucial
for the earth's climate.  Alternative  sources of energy and energy efficiencies
alone will not be sufficient to reduce our carbon dioxide  emissions by at least
one third over the next two decades and keep global warming in check.

Given that  fossil-  and  biomass-derived  fuels can be  expected to be our main
sources of energy for many decades to come, we need  innovative  technologies to
minimize the carbon dioxide emitted when these fuels are burnt or to capture the
carbon dioxide and store it safely.

EcoSystem's  view is that  storage  of  carbon  is not the  answer.  Carbon is a
valuable  natural  resource  that is  prevalent  in nearly  every  corner of our
natural ecosystem. We believe that the answer to the global challenges presented
by carbon is reutilization at the base of our food and fuel chains.

EXCLUSIVE LICENSE

We  hold  the  exclusive  rights  to  GreenShift's   carbon  dioxide  bioreactor
technology for applications  involving certain commercial products not including
fuels and energy. This patented and patent-pending process uses algae to consume
carbon  dioxide  emissions.  The algae use the available  carbon  dioxide in the
exhaust and water to grow new algae, and give off pure oxygen and water vapor in
the process.  The organisms also absorb nitrogen oxide and sulfur dioxide.  Once
the algae grow to maturity,  they are harvested for conversion  into ethanol and
biodiesel fuels.  This technology was originally  developed at Ohio University's
Ohio Coal  Research  Center with  funding  from the U.S.  Department  of Energy.
GreenShift holds the worldwide exclusive rights to Ohio University's  technology
and has  subsequently  filed  for  patent  protection  on  significant  targeted
improvements  to the  technology.  GreenShift has constructed a pilot plant that
will be used for extended testing.  This pilot plant will act as a demonstration
platform to quantify  existing  benchtop  testing  results and to refine  design
parameters  for  future  evolutions  of  the  technology.  Under  the  terms  of
EcoSystem's license with GreenShift, EcoSystem has the right to use GreenShift's
pilot  facility to develop  test data for  EcoSystem's  targeted  food  products
applications.

INTELLECTUAL PROPERTIES

EcoSystem,  EcoSystem  Corporation,  and the "EcoSystem Logo" are the registered
trademarks of EcoSystem Corporation.

                                       4
<PAGE>

ITEM 1A        BUSINESS RISK FACTORS

There are many  important  factors that have  affected,  and in the future could
affect,  EcoSystem  Corporation's  business,  including  but not  limited to the
factors discussed below,  which should be reviewed carefully together with other
information contained in this report. Some of the factors are beyond our control
and future trends are difficult to predict.

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

EcoSystem  incurred a loss from  continuing  operations  of $367,474  during the
twelve months ended December 31, 2007, and we had  approximately  $91 in cash at
December 31, 2007.  These matters raise  substantial  doubt about our ability to
continue as a going  concern.  Management's  plans  include  raising  additional
proceeds   from  debt  and  equity   transactions   and   completing   strategic
acquisitions.

We are  implementing  new business  plans which make the results of our business
uncertain.

Our limited  operating  history makes it difficult  for  potential  investors to
evaluate our business.  Therefore, our proposed operations are subject to all of
the risks inherent in the initial expenses, challenges, complications and delays
frequently  encountered in connection with the formation of any new business, as
well as those risks that are  specific to the  biodiesel,  ethanol and  culinary
oils industry in general. Investors should evaluate an investment in our company
in light of the problems and uncertainties  frequently  encountered by companies
attempting  to develop  markets for new  products,  services  and  technologies.
Despite best efforts, we may never overcome these obstacles to achieve financial
success.  Our business is speculative and dependent upon the  implementation  of
our business  plan, as well as our ability to enter into  agreements  with third
parties for necessary  financing,  the provision of necessary feedstock sources,
engineering, procurement and construction services and the sale and distribution
of our biodiesel  fuel on terms that will be  commercially  viable for us. There
can be no assurance  that our efforts will be successful or result in revenue or
profit. There is no assurance that we will earn significant revenues or that our
investors will not lose their entire investment.

The fiscal efficiencies of highly capitalized competitors in biotechnology could
defeat our efforts to capture a viable market share.

The business of developing new  biotechnologies  is a capital-intense  business,
requiring  substantial  capital  resources.  The  costs  that  we may  incur  in
obtaining capital are substantially greater per dollar than the cost incurred by
large scale  enterprises in the industry.  This  situation  could cause us to be
unable to compete effectively.

The exercise of our outstanding warrants and options and EcoSystem Corporation's
various  anti-dilution  and  price-protection  agreements could cause the market
price of our common stock to fall,  and may have  dilutive and other  effects on
our existing stockholders.

The  exercise  of our  outstanding  warrants  and  options  could  result in the
issuance  of up to 275,000  shares of common  stock,  assuming  all  outstanding
warrants and options are currently exercisable.  Such issuances would reduce the
percentage of ownership of our existing  common  stockholders  and could,  among
other  things,  depress  the  price  of our  common  stock.  This  result  could
detrimentally  affect  our  ability  to  raise  additional  equity  capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.

We lack capital to fund our operations.

During the twelve  months  ended  December 31, 2007 our  operations  provided by
$160,231 in cash.  In addition,  during those twelve  months we were required to
make  payments  on  some  of our  outstanding  debts.  Loans  from  some  of our
shareholders  funded  both  the  cash  shortfall  from  operations  and our debt
service. Those individuals may not be able to continue to fund our operations or
our debt service.

Our operations will suffer if we are unable to manage our rapid growth.

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

                                       5
<PAGE>

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the contributions of our key management,  and engineering
personnel.  The loss of these officers could result in lost sales opportunities,
lost  business,   difficulties   operating  our  assets,   difficulties  raising
additional  funds  and  could  therefore   significantly  impair  our  financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render certain services.


Viridis  Capital  can  exert  control  over us and may not make  decisions  that
further the best interests of all stockholders.

Viridis Capital,  LLC controls 100% of our outstanding Series C preferred stock.
The  preferred  shares are  convertible  into 73.68% of our Common  Stock.  As a
result, Viridis exerts a significant degree of influence over our management and
affairs and over matters requiring stockholder approval,  including the election
of directors and approval of significant  corporate  transactions.  In addition,
this  concentration  of ownership may delay or prevent a change in control of us
and might  affect the market  price of our common  stock,  even when a change in
control  may be in the  best  interest  of all  stockholders.  Furthermore,  the
interests of this  concentration  of ownership may not always  coincide with our
interests or the interests of other  stockholders  and  accordingly,  they could
cause us to enter into  transactions or agreements  which we would not otherwise
consider.

EcoSystem  Corporation is not likely to hold annual shareholder  meetings in the
next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a shareholders' meeting.  Unless a shareholders'
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders' meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the  next  few  years,  due to the  expense  involved.  Kevin  Kreisler,  who is
currently  the sole  director of EcoSystem  Corporation,  was  appointed to that
position by the previous directors. If other directors are added to the Board in
the future,  it is likely that Mr. Kreisler will appoint them. As a result,  the
shareholders of EcoSystem Corporation will have no effective means of exercising
control over the operations of EcoSystem Corporation.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The volatility of the market for EcoSystem  Corporation common stock may prevent
a shareholder from obtaining a fair price for his shares.

The common stock of EcoSystem  Corporation is quoted on the OTC Bulletin  Board.
It is impossible to say that the market price on any given day reflects the fair
value of EcoSystem  Corporation,  since the price  sometimes moves up or down by
50% or more in a week's time. A shareholder in EcoSystem  Corporation  who wants
to sell his shares,  therefore, runs the risk that at the time he wants to sell,
the market price may be much less than the price he would consider to be fair.

                                       6

<PAGE>



Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock  exchange  or quoted on the NASDAQ  Global  Market or the  NASDAQ  Capital
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ Global Market or the NASDAQ Capital  Market,  and the market price of the
common  stock is less than $5.00 per  share,  the common  stock  qualifies  as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

EcoSystem  Corporation  common  stock is defined  by the SEC as a "penny  stock"
because it trades at a price less than  $5.00 per share.  EcoSystem  Corporation
common stock also meets most common  definitions  of a "penny  stock,"  since it
trades for less than $1.00 per share. Many brokerage firms will discourage their
customers from purchasing  penny stocks,  and even more brokerage firms will not
recommend a penny stock to their customers.  Most  institutional  investors will
not invest in penny stocks.  In addition,  many  individual  investors  will not
consider a purchase of a penny stock due,  among other  things,  to the negative
reputation  that attends the penny stock market.  As a result of this widespread
disdain  for  penny  stocks,  there  will  be a  limited  market  for  EcoSystem
Corporation  common stock as long as it remains a "penny  stock." This situation
may limit the liquidity of your shares.

ITEM 2            DESCRIPTION OF PROPERTIES

EcoSystem  Corporation currently maintains office space at One Penn Plaza, Suite
1612,  New York, NY. The lease for this space expires in May of 2011. We paid no
rent during 2007 for these offices. During 2008 EcoSystem does not expect to pay
rent for these  offices.  We believe these  offices will be  sufficient  for our
needs for the foreseeable future.

ITEM 3            LEGAL PROCEEDINGS

None

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       7
<PAGE>



                                     PART II

ITEM 5            MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
                  MATTERS

EcoSystem's  Common  Stock  trades on the OTC  Bulletin  Board  under the symbol
"ESYM." The following table sets forth, for the periods indicated,  the range of
high and low closing bid prices for  EcoSystem  Common  Stock as reported by the
National   Association  of  Securities  Dealers  composite.   The  reported  bid
quotations  reflect  inter-dealer  prices  without  retail  markup,  markdown or
commissions, and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>

Period                                                    High                       Low
----------------------------------------------------------------------------------------
<S>                                                       <C>                       <C>
2007 First Quarter                                        1.00                      0.44
2007 Second Quarter                                       0.70                      0.25
2007 Third Quarter                                        0.55                      0.20
2007 Fourth Quarter                                       0.35                      0.05

2006 First Quarter                                        0.95                      0.55
2006 Second Quarter                                       4.50                      0.60
2006 Third Quarter                                        1.80                      1.05
2006 Fourth Quarter                                       1.15                      0.45

Title of Class              Approximate Number of Holders of Record as of April 11, 2008
Common Stock, 0.001 par                                                              268
</TABLE>

The number of holders  does not give effect to  beneficial  ownership  of shares
held in the street name by stock brokerage houses or clearing agents.

REVERSE SPLIT

On February 11, 2008, the Company completed a 1 for 500 reverse stock split. All
stock prices,  share  amounts,  per share  information,  stock options and stock
warrants in this Report reflect the reverse stock split.

DIVIDENDS

We have no present intention of paying dividends in the foreseeable  future. Our
policy  for the time  being is to  retain  earnings  and  utilize  the funds for
operations and growth.  The Board of Directors based on our earnings,  financial
condition,  capital  requirements  and other existing  conditions will determine
future dividend policies.

SALE OF UNREGISTERED SECURITIES

The Company did not sell any unregistered  securities  during the 4th quarter of
2007.

REPURCHASE OF EQUITY SECURITIES

The Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter of 2007.








                                       8

<PAGE>



ITEM 6        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

We  focus  on  the  development  of  ecotech  projects  involving  the  balanced
application  of  chemical,   biological  and  mechanical  processes  to  produce
value-added resources in unconventional but sustainable ways.

During our  fiscal  year  ended  December  31,  2007,  our focus was  limited to
specialty  metal  manufacturing   services  including  machine  design,  machine
building,  control system electronics and programming,  and maintenance  support
services  for  third-party  clients in the  biofuels,  automotive,  electronics,
lighting, plastics, rubber and food products industries.

In December  2007,  we  liquidated  our  manufacturing  operation and executed a
license agreement for the exclusive use of GreenShift Corporation's patented and
patent-pending   bioreactor   technology  in  applications   involving   certain
commercial  products not including  fuels and energy.  We are currently  working
with GreenShift in testing its recently  completed  bioreactor pilot facility in
Ohio. In addition, we are actively exploring acquisition opportunities involving
distressed or other assets that are compatible  with our  bioreactor  technology
and business model.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The financial  statements  included herein have been prepared by the Company, in
accordance  with Generally  Accepted  Accounting  Principles.  This requires the
Company's management to make certain estimates and assumptions.  These estimates
and  assumptions  affect the  reported  amounts of assets  and  liabilities  and
disclosure of the contingent assets and liabilities at the date of the financial
statements.  These  estimates  and  assumptions  will also  affect the  reported
amounts of certain  revenues and expenses  during the reporting  period.  In the
opinion of management,  all  adjustments  which,  except as described  elsewhere
herein,  are of a normal recurring nature,  necessary for a fair presentation of
the financial  position,  results of operations,  and cash flows for the periods
presented.  Actual results could differ  materially  based on any changes in the
estimates  and  assumptions  that the  Company  uses in the  preparation  of its
financial statements and any changes in the Company's future operational plans.

RESULTS OF OPERATIONS

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues

There were no revenues from  continuing  operations  for the year ended December
31, 2007, and no revenues for the twelve months ended December 31, 2006.

For the years ending December 31, 2007 and 2006, the revenues from  discontinued
operations were $5,695,482 and $5,913,799, respectively.

All revenues realized in discontinued  operations during the year ended December
31,  2007 were due to the  operating  activities  of our former  subsidiary,  GS
Design,  Inc.  ("GSD").  GSD has  traditionally  engaged in the  engineering and
fabrication  of  manufacturing  equipment for large  domestic and  international
manufacturers,  and  revenues  for the year  ended  December  31,  2007  related
primarily to orders from that customer base.

Cost of Revenues

There were no cost of revenues  from  continuing  operations  for the year ended
December  31, 2007 or for the year ended  December  31,  2007.  Cost of revenues
reflected in discontinued operations were incurred by GSD.

The cost of  revenues  attributable  to  discontinued  operations  for the years
ending December 31, 2007 and 2006 were $4,385,195 and $4,506,239, respectively.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses were $341,809 for the year ended
December 31, 2007 and $1,325,049 for the year ending December 31, 2006. Selling,
general and administrative expenses include stock based compensation of $229,231
and  $1,079,013  for  2007  and  2006,   respectively.   Selling,   general  and
administrative  expenses are expected to remain high relative to revenues  until
such time that the  Company  can achieve  enough  revenue  growth and obtain the
economies of scale necessary to support these expenses.

Selling,  general  and  administrative  expenses  attributable  to  discontinued
operations  for the years ending  December  31, 2007 and 2006 were  $914,237 and
$488,430, respectively.

Interest  Expense and Financing Costs

Interest  expenses and financing costs for the year ended December 31, 2007 were
$25,665 and $16,930 for the year ended December 31, 2006.


<PAGE>

Net Income and Net Loss

Our net loss from continuing operations for the year ended December 31, 2007 was
$367,474 and  $1,858,913  for the year ended  December  31,  2006.  The net loss
incurred was due to the expenses and other factors described above.

Our net income  attributable  to  discontinued  operations  for the years ending
December 31, 2007 and 2006 were $293,330 and $835,763, respectively.

Liquidity and Capital Resources

Our primary  sources of liquidity  are cash  provided by investing and financing
activities.  For the twelve months ended December 31, 2007, net cash provided by
operating  activities  was $160,231.  The Company had $571,156 in liabilities at
the end of the twelve  months ended  December  31, 2007,  and may need to obtain
additional financing to satisfy these obligations.

The Company's  capital  requirements  consist of general  working capital needs,
scheduled principal and interest payment on debt, obligations and capital leases
and planned  capital  expenditures.  The  Company's  capital  resources  consist
primarily  of cash  generated  from the issuance of debt and common  stock.  The
Company's  capital  resources  can be  expected  to be  impacted  by  changes in
accounts  receivable as a result of revenue  fluctuations,  economic trends, and
collection  activities.  At December  31, 2007 the company had $91 in cash.  The
Company plans to finance its planned development activities through the issuance
of equity and debt.

Cash Flows

For the twelve months ending  December 31, 2007, we used net cash from financing
of $160,140.

The Company had a working capital of $436,686 at December 31, 2007. In reviewing
our financial  statements as of December 31, 2007,  our auditor  concluded  that
there was substantial doubt as to our ability to continue as a going concern.

Off Balance Sheet Arrangements

None








                                      10

<PAGE>


<TABLE>

ITEM 7            FINANCIAL STATEMENTS


<CAPTION>

                                                                                                     Page No
FINANCIAL STATEMENTS

<S>                                                                                                      <C>
Report of Independent Registered Public Accounting Firm...................................................12

Balance Sheet ............................................................................................13

Statements of Operations .................................................................................14

Statements of Stockholders' Equity........................................................................15

Statements of Cash Flows..................................................................................17

Notes to Financial Statements ............................................................................18



</TABLE>























                                       11

<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
EcoSystem Corporation and Subsidiaries:

We have audited the  accompanying  balance  sheet of EcoSystem  Corporation  and
Subsidiaries  as of December 31, 2007 and the related  statements of operations,
stockholders'  equity  (impairment) and cash flows for the two years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with the auditing standards established by
the Public Company Accounting  Oversight Board (United States).  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.


In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of EcoSystem  Corporation  and
Subsidiaries  as of December 31, 2007,  and the results of their  operations and
their  cash flows for the two years then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.


The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As more fully  discussed in Note 2 to
the financial  statements,  the Company has suffered  losses from operations and
has  accumulated  deficit and negative cash flow from  operations as of December
31, 2007. These conditions raise substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.




Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
April 14, 2008








                                       12
<PAGE>

<TABLE>

<CAPTION>

                              ECOSYSTEM CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2007


ASSETS
Current assets:
<S>                                                                 <C>
   Cash .........................................................   $        91
   Due from related parties .....................................     1,007,751
                                                                    -----------
Total current assets ............................................     1,007,842
                                                                    -----------
TOTAL ASSETS ....................................................   $ 1,007,842
                                                                    ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Due to related party .........................................       400,863
   Accounts payable and accrued expenses ........................       170,293
                                                                    -----------
   Total current liabilities ....................................       571,156
                                                                    -----------
TOTAL LIABILITIES ...............................................       571,156

STOCKHOLDERS' EQUITY

 Preferred stock, $0.001 par value:
   Series C: 400,000 authorized, 0 issued and outstanding .......          --
   Series D: 1,000,000 authorized, 921,000 issued and outstanding           921
Common stock, $0.001 par value, 5,000,000,000 authorized;
  8,354,328 issued and outstanding ..............................         8,354
Additional paid-in capital ......................................     6,852,007
Accumulated deficit .............................................    (6,424,596)
                                                                    -----------

TOTAL STOCKHOLDERS' EQUITY ......................................       436,686
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ......................   $ 1,007,842
                                                                    ===========


             The notes to the condensed financial statements are an
                       integral part of these statements.

</TABLE>







                                       13
<PAGE>
<TABLE>

                              ECOSYSTEM CORPORATION
                            STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006

<CAPTION>
                                                       Twelve Months  Twelve Months
                                                               Ended          Ended
                                                            12/31/07       12/31/06
                                                       ----------------------------
<S>                                                      <C>            <C>
Revenues .............................................   $      --      $      --
Cost of revenues .....................................          --             --
                                                         -----------    -----------
     Gross profit ....................................          --             --

Operating expenses
     Selling, general and administrative expenses ....       341,809      1,325,049
                                                         -----------    -----------
     Total operating expenses ........................       341,809      1,325,049
                                                         -----------    -----------

Operating loss .......................................      (341,809)    (1,325,049)

Other expenses and financing costs
     Interest expense and financing costs ............        25,665         16,930
     Amortization of website cost ....................          --           52,801
     Gain on disposal of convertible debenture .......          --          (46,573)
     Impairment of website cost ......................          --          190,103
     Amortization of beneficial conversion feature ...          --          245,111
     Other Income ....................................          --           75,492
                                                         -----------    -----------
     Other expense ...................................        25,665        533,864
                                                         -----------    -----------

Loss before provision for income taxes ...............      (367,474)    (1,858,913)

     Provision for income taxes ......................          --             --
                                                         -----------    -----------

Net loss from continuing operations ..................   $  (367,474)   $(1,858,913)
                                                         -----------    -----------

Net income from discontinued operations ..............   $   293,330    $   835,763
                                                         -----------    -----------

Net Income ...........................................   $   (74,144)   $(1,023,150)
                                                         ===========    ===========

Net loss per common share from continuing operations .   $      (.07)   $      (.38)
                                                         ===========    ===========

Net loss per common share from discontinued operations   $       .06    $       .17
                                                         ===========    ===========

Weighted average of shares of common stock
Outstanding, basic and diluted .......................     5,260,701      4,913,564
                                                         ===========    ===========

</TABLE>


             The notes to the condensed financial statements are an
                       integral part of these statements.

                                       14
<PAGE>
<TABLE>

                              ECOSYSTEM CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006



<CAPTION>
                                         Series A                Series B               Series C               Series D
                                     Preferred Stock         Preferred Stock         Preferred Stock        Preferred Stock
                                  ----------- ----------- ----------- ---------- ------------ ---------- ---------- -----------
                                    Shares      Amount      Shares     Amount      Shares      Amount     Shares      Amount
                                  ---------------------------------------------------------------------------------------------
<S>                                <C>            <C>        <C>           <C>     <C>             <C>   <C>           <C>
Balance at 12/31/05                1,000,000      $1,000     251,507       $252      400,000       $400         --          --
                                  =========== =========== =========== ========== ============ ========== ========== ===========
Stock issued for services                 --          --          --         --           --         --         --          --
Exercise of stock options                 --          --          --         --           --         --         --          --
Conversion of debentures to
common stock                              --          --          --         --           --         --         --          --
Record GreenShift Preferred
conversion                         (375,000)       (375)          --         --           --         --         --          --
Book remaining convertible debt
to APIC                                   --          --          --         --           --         --         --          --
Stock Option Compensation                 --          --          --         --           --         --         --          --
To record issuance Series C
preferred to GreenShift for
assuming convertible debentures           --          --   (251,507)      (252)    1,150,369      1,150         --          --
Record conversion preferred
series A and common stock to
series D                           (625,000)       (625)          --         --           --         --  1,000,000       1,000
To record reduction of shares
issued under contract & equity
investment                                --          --          --         --           --         --         --          --
Record subscription receipts              --          --          --         --           --         --         --          --
Preferred C shares in exchange
for equity investment                     --          --          --         --      450,000        450         --          --
Record transfer to GreenShift
in exchange for redemption of
preferred stock & settlement of
debt                                      --          --          --         --    (400,000)      (400)         --          --
Record 4th quarter stock
issuance to officers                      --          --          --         --           --         --         --          --
Record adjustment of stock
certificates from prior
transfer agent                            --          --          --         --           --         --         --          --
Net loss                                  --          --          --         --           --         --         --          --
                                  ----------- ----------- ----------- ---------- ------------ ---------- ---------- -----------
Balance at 12/31/06                       --         $--          --        $--    1,600,369     $1,600  1,000,000       1,000
                                  =========== =========== =========== ========== ============ ========== ========== ===========
Cancellation of shares                    --          --          --         --           --         --         --          --
Conversion of series C to                 --          --          --         --  (1,600,369)    (1,600)         --          --
Common
Cashless exercise of warrants             --          --          --         --           --         --         --          --
Shares issued for services                --          --          --         --           --         --         --          --
Conversion of series D Preferred          --          --          --         --           --         --   (78,687)        (79)
Write off debt/receivables
Transfer of subsidiaries
                                  ----------- ----------- ----------- ---------- ------------ ---------- ---------- -----------
Balance at 12/31/07                       --         $--          --        $--           --         --    921,313        $921
                                  =========== =========== =========== ========== ============ ========== ========== ===========


</TABLE>





                                       15
<PAGE>

<TABLE>


                              ECOSYSTEM CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006


<CAPTION>
                                                                                Stock                                        Total
                                                                         Subscription       Additional               Stockholders'
                                                                                   on          Paid-in  Accumulated         Equity
                                                    Common Stock          Receivables          Capital      Deficit      (Deficit)
                                           ----------------------------- ------------- --------------- ----------- ----------------
                                                  Shares         Amount
                                           -------------- --------------
<S>                                        <C>               <C>            <C>             <C>        <C>              <C>
Balance at 12/31/05                            2,522,434         $2,522     $(25,000)       6,654,706  $(5,327,302)     1,306,578
                                           ============== ============== ============= =============== =========== ===============
Stock issued for services                        357,134            357            --         496,516          --         496,873
Exercise of stock options                        750,000            750     (237,500)         236,750          --              --
Conversion of debentures to common stock         873,914            874            --         403,248           -         404,122
Record GreenShift Preferred conversion         6,000,000          6,000            --         (5,625)          --              --
Book remaining convertible debt to APIC               --             --            --       1,080,697          --       1,080,697
Stock Option Compensation                             --             --            --         384,174          --         384,174
To record issuance Series C preferred to
GreenShift for assuming convertible
debentures                                            --             --            --           (898)          --              --
Record conversion preferred series A and
common stock to series D                     (6,000,000)        (6,000)            --           5,625          --              --
To record reduction of shares issued
under contract equity investment                (47,120)           (47)            --              47          --              --
Record subscription receivable                        --             --       262,500              --          --         262,500
Preferred C shares in exchange for
equity investment                                     --             --            --       1,935,313          --       1,935,763
Record transfer to GreenShift in
exchange for redemption of preferred
stock & settlement of debt                            --             --            --     (3,300,962)          --     (3,301,362)
Record 4th quarter stock issuance to             597,966            598            --         197,368          --         197,966
officers
Net loss                                              --             --            --              --  (1,023,150)    (1,023,150)
                                           -------------- -------------- ------------- --------------- ----------- ---------------
Balance at 12/31/06                            5,054,328          5,054            --       8,086,959  (6,350,452)      1,744,161
                                           ============== ============== ============= =============== =========== ===============
Cancellation of shares                          (60,000)           (60)            --              60          --              --
Conversion of series C to Common                 320,000            320            --           1,280          --              --
Cashless exercise of warrants                    123,077            123            --           (123)          --              --
Shares issued for services                       916,923            917            --         228,314          --         229,231
Conversion of series D Preferred               2,000,000          2,000            --         (1,921)          --              --
Write off debt/receivables                            --             --            --       (155,348)          --       (155,348)
Transfer of subsidiaries                              --             --            --     (1,307,214)          --     (1,307,214)
Net Loss                                              --             --            --        (74,144)    (74,144)             --
                                           -------------- -------------- ------------- --------------- ----------- ---------------
Balance at 12/31/07                            8,354,328          8,354            --       6,852,007  (6,424,596)        436,686
                                           ============== ============== ============= =============== =========== ===============


             The notes to the condensed financial statements are an
                       integral part of these statements.
</TABLE>




                                       16


<PAGE>


<TABLE>

                              ECOSYSTEM CORPORATION
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
<CAPTION>

                                                                                 12/31/07       12/31/06
                                                                              --------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                           <C>            <C>
Net loss from continuing operations .......................................   $  (367,474)   $(1,858,913)
Net Income from discontinued operations ...................................       293,330        835,763

Adjustments to reconcile net loss to net cash used in operating activities:
     Impairment of website ................................................          --          190,103
     Amortization of website costs ........................................          --           52,801
     Amortization of deferred financing costs .............................          --           16,930
     Amortization of beneficial conversion feature ........................          --          245,111
     Stock and stock options issued for services ..........................       229,231      1,079,013
Changes in assets and liabilities:
     Decrease in prepaid expenses .........................................          --           13,665
     Increase in accounts payable and accrued expenses ....................         5,144       (149,744)
                                                                              -----------    -----------
         Net cash provided (used) in operating activities .................       160,231        424,729

CASH FLOW FROM FINANCING ACTIVITIES
     Repayment of related party debt ......................................      (160,140)      (508,057)
                                                                              -----------    -----------
         Net cash provided (used) by financing activities .................      (160,140)      (508,057)
                                                                              -----------    -----------
     Increase (decrease) in cash ..........................................            91        (83,328)
     Cash at beginning of period ..........................................          --           83,328
                                                                              -----------    -----------
     Cash at end of period ................................................   $        91    $      --
                                                                              ===========    ===========

SUPPLEMENTAL STATEMENT OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Conversion of debenture and accrued interest into common stock ............   $      --      $   404,122
                                                                              ===========    ===========
Issuance of preferred Series C additional paid in capital for acquisition .   $      --      $ 1,935,313
                                                                              ===========    ===========
Transfer of assets in exchange for redemption of preferred
  shares and settlement of debt ...........................................          --      $ 3,301,362
                                                                              ===========    ===========
Transfer of subsidiaries into equity ......................................   $ 1,307,214    $      --
                                                                              ===========    ===========


             The notes to the condensed financial statements are an
                       integral part of these statements.

</TABLE>









                                       17
<PAGE>



                              ECOSYSTEM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1        BASIS OF PRESENTATION

THE COMPANY

We  focus  on  the  development  of  ecotech  projects  involving  the  balanced
application  of  chemical,   biological  and  mechanical  processes  to  produce
value-added resources in unconventional but sustainable ways.

During our  fiscal  year  ended  December  31,  2007,  our focus was  limited to
specialty  metal  manufacturing   services  including  machine  design,  machine
building,  control system electronics and programming,  and maintenance  support
services  for  third-party  clients in the  biofuels,  automotive,  electronics,
lighting, plastics, rubber and food products industries.

In December  2007,  we  liquidated  our  manufacturing  operation and executed a
license agreement for the exclusive use of GreenShift Corporation's patented and
patent-pending   bioreactor   technology  in  applications   involving   certain
commercial  products not including  fuels and energy.  We are currently  working
with GreenShift in testing its recently  completed  bioreactor pilot facility in
Ohio. In addition, we are actively exploring acquisition opportunities involving
distressed or other assets that are compatible  with our  bioreactor  technology
and business model.

DISCONTINUED OPERATIONS

Effective December 31, 2007, EcoSystem transferred its stakes in GS Design, Inc.
and GS Rentals, LLC to GreenShift Corporation (f/k/a GS CleanTech) in return for
the reduction in GreenShift's note receivable from EcoSystem by $170,385 and the
issuance to EcoSystem of a term note in the amount of $319,517  which note bears
interest at 6% per annum and matures on December 31, 2008.

NOTE 2        GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  The  Company  incurred  a loss in
continuing  operations of $367,474  during the year ended December 31, 2007, and
had an accumulated  deficit and negative cash flow from  continuing  operations.
These matters raise substantial doubt about the Company's ability to continue as
a going concern.  Management's  plans include raising  additional  proceeds from
debt and equity transactions and completing strategic acquisitions.

NOTE 3        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

The  Company  follows  the  percentage-of-completion  method of  accounting  for
contracts  for which the outcomes can be reliably  estimated.  Costs include all
direct material and labor costs,  and indirect costs,  such as supplies,  tools,
repairs and  depreciation.  Revenue on such contracts is determined by reference
to stage of completion. Revenue on long-term contracts is for which the outcomes
cannot be  estimated  reliably  at the outset is  recognized  to the extent that
costs incurred are deemed recoverable.

ACCOUNTS RECEIVABLE

Accounts  receivable  are  customer  obligations  due under  normal  trade terms
requiring  payment  within 30 days from the invoice date. No interest is charged
on any past due accounts.  The carrying amount of accounts receivable is reduced
by a valuation allowance that reflects  management's best estimate of the amount
that will not be collected.  Management  reviews  balances that are 90 days from
the invoice date and based on assessment of current creditworthiness,  estimates
the portion, if any, of the balance that will not be collected.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, less accumulated depreciation.
For  financial  reporting  purposes,  the  costs  of  plant  and  equipment  are
depreciated  over the  estimated  useful  lives of the assets,  which range from
three to five  years  for  equipment,  and 40 years for real  estate,  using the
straight-line method.

INCOME TAXES

The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes".
SFAS No.  109 uses the asset and  liability  method so that  deferred  taxes are
determined based on the estimated future tax effects of differences  between the
financial statement and tax basis of assets and liabilities given the provisions
of enacted  tax laws and tax rates.  Deferred  income tax  expense or benefit is
based on the changes in the  financial  statement  basis versus the tax bases in
the Company's assets or liabilities from period to period.

                                       18
<PAGE>


USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosure of contingent  assets and liabilities at the dates of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

Financial instruments,  which potentially subject the Company to a concentration
of credit risk,  consist of cash and cash  equivalents.  The Company  places its
cash and cash  equivalents  with various high  quality  financial  institutions;
these deposits may exceed  federally  insured limits at various times throughout
the year.  The Company  provides  credit in the normal  course of business.  The
Company  performs  ongoing  credit  evaluations  of its  customers and maintains
allowances for doubtful accounts based on factors surrounding the credit risk of
specific customers, historical trends, and other information.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  amounts  reported in the balance sheet as of December 31, 2007 for
cash  equivalents  and accounts  payable  approximate  fair value because of the
immediate or short-term maturity of these financial instruments.  The fair value
of notes payable and long-term  debt  approximates  their  carrying value as the
stated or discounted rates of the debt reflect recent market conditions.

LIMITATIONS

Fair value  estimates  are made at a specific  point in time,  based on relevant
market  information  and  information  about  the  financial  statement.   These
estimates  are  subjective  in nature and involve  uncertainties  and matters of
significant judgment and therefore cannot be determined with precision.  Changes
in assumptions could significantly affect the estimates.

CASH AND CASH EQUIVALENTS

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

EARNINGS (LOSS) PER SHARE

Earnings  (Loss) per common share  represents the amount of earnings  (loss) for
the  period  available  to each  share of common  stock  outstanding  during the
reporting  period.  Diluted  earnings  (loss) per share  reflects  the amount of
earnings  (loss)  for  the  period  available  to each  share  of  common  stock
outstanding  during the  reporting  period,  while giving effect to all dilutive
potential common shares that were outstanding during the period,  such as common
shares that could result from the potential exercise or conversion of securities
into common stock. The computation of diluted earnings (loss) per share does not
assume  conversion,  exercise,  or contingent  issuance of securities that would
have an  antidilutive  effect on  earnings  (loss) per share.  Potential  future
dilutive  securities  include   approximately   275,000  shares  issuable  under
outstanding options as of December 31, 2007.

STOCK BASED COMPENSATION

The Company accounts for stock based  compensation in accordance with SFAS 123R,
"Accounting  for  Stock-Based  Compensation",  under the fair value  recognition
provisions of SFAS 123R, stock-based  compensation cost is measured at the grant
date  based on the value of the  award and is  recognized  as  expense  over the
vesting period.

As required by  Statement  No. 123R the Company  accounts  for stock  issued for
services to non-employees by reference to the fair market value of the Company's
stock on the date of issuance as it is the more readily determinable value.

DEFERRED FINANCING CHARGES AND DEBT DISCOUNTS

Deferred  finance costs  represent  costs which may include direct costs paid to
our warrants issued to third parties in order to obtain long-term  financing and
have been  reflected  as other  assets.  Costs  incurred  with  parties  who are
providing the actual long-term financing, which generally include the value of

                                       19
<PAGE>

warrants,  or the intrinsic value of beneficial  conversion  features associated
with the  underlying  debt,  are reflected as a debt  discount.  These costs and
discounts are generally amortized over the life of the related debt. These costs
were fully amortized in 2007.

NOTE 4            DUE TO/FROM RELATED PARTIES

As of  December  31,  2007 the Company  had a note  receivable  from  GreenShift
Corporation  in the  amount  of  $319,517  which  was part of the  consideration
tendered as a result of  Ecosystem's  transfer of GS Design,  Inc. and GS Rental
Corporation. The note bears interest at 6% per annum and matures on December 31,
2008. In addition, the company had a note receivable from GS Design, Inc. in the
amount of $688,234 which accrues 8% interest per annum, and a note payable to GS
AgriFuels  Corporation  in the amount of $400,863  which accrues 8% interest per
annum. The Company plans to consolidate  these notes receivable and payable into
one note receivable from GreenShfit during 2008.

Notes Receivable:

GreenShift Corporation:                    $    319,517
GS Design, Inc.:                           $    688,234
                                           ------------
    Total:                                 $  1,007,751

Note Payable:

GS AgriFuels Corporation:                  $  (400,863)

NOTE 5            DISCONTINUED OPERATIONS

As of December 31, 2007  EcoSystem's  holdings in GS Design were  transferred to
GreenShift at cost. In consideration of the transfer EcoSystem will carry a note
receivable  from  GreenShift  for  $489,903.  GS  Design  and  GS  Rentals  were
previously  consolidated  with EcoSystem.  The operating results for 2007 for GS
Design  and  GS  Rentals  are  reflected  in  the  Statement  of  Operations  as
Discontinued Operations.

Effective December 31, 2007, EcoSystem transferred its stakes in GS Design, Inc.
and GS Rentals, LLC to GreenShift Corporation (f/k/a GS CleanTech) in return for
the reduction in GreenShift's note receivable from EcoSystem by $170,385 and the
issuance to EcoSystem of a term note in the amount of $319,517  which note bears
interest at 6% per annum and matures on December 31, 2008.

                                       20
<PAGE>

<TABLE>
The components of discontinued operations are as follows:
<CAPTION>
                                                                  2007         2006
                                                           -----------  -----------
<S>                                                         <C>          <C>
Net revenues ............................................   $5,695,482   $5,913,799
Cost of revenues ........................................    4,385,195    4,506,239
                                                            ----------   ----------
     Gross profit .......................................    1,310,287    1,407,560
                                                            ----------   ----------

Selling, general and administrative expense .............      914,237      488,430
                                                            ----------   ----------
     (Loss) income from operations ......................      396,050      919,130
                                                            ----------   ----------

Other income and expenses, net ..........................      102,720       83,367
                                                            ----------   ----------
     Total other income and expense .....................      102,720       83,367
                                                            ----------   ----------

     (Loss) income before provision for income taxes ....      293,330      835,763

Total provision for tax .................................         --           --
                                                            ----------   ----------
     Net income (loss) from discontinued operations .....      293,330      835,763
       Gain (loss) on disposal of discontinued operations         --           --
                                                            ----------   ----------
     Total income (loss) - discontinued operations ......   $  293,330   $  835,763
                                                            ==========   ==========
</TABLE>
The results presented above for 2007 and 2006 include the operating activity for
the discontinued operations for the year ended December 31, 2007.

NOTE 6            RELATED PARTY TRANSACTIONS

During the year ended December 31, 2006,  Carbonics  Capital advanced $50,893 to
EcoSystem for operating  expenses and EcoSystem  repaid  $250,000 to GreenShift,
resulting  in a  balance  due from  GreenShift  of  $203,441.  This  advance  is
unsecured, bears interest at 8% and is considered payable on demand. During 2007
the Company wrote off the entire $250,000 loan.

During the year ended  December 31, 2007 Kevin  Kreisler,  the  Company's  Chief
Executive Officer, received 25,000 shares valued at $6,250 for services provided
to the Company.

On May 5, 2006,  GreenShift exchanged 6,000,000 shares of EcoSystem common stock
and 625,000 shares of EcoSystem Series A Preferred Stock for 1,000,000 shares of
EcoSystem Series D Preferred Stock.  EcoSystem Series D Preferred Stock includes
dilution  protections such that the preferred shares are convertible into 80% of
EcoSystem's issued and outstanding capital stock at the time of conversion.

On November 9, 2007 Carbonics  Capital  Corporation  contributed to GreenShift's
capital  320,000  shares of  common  stock and  919,000  shares of the  Series C
preferred stock of EcoSystem  Corporation,  representing  75% of the outstanding
capital stock of EcoSystem.

On December 12, 2007,  Carbonics  converted  81,000 shares of EcoSystem Series D
preferred stock into and subsequently  distributed  1,000,000,000 Company common
shares to the minority shareholders of Carbonics.

Effective December 31, 2007, EcoSystem transferred its stakes in GS Design, Inc.
and GS Rentals, LLC to GreenShift Corporation in return for the reduction in the
Company's  note  receivable  from  EcoSystem  by  $170,385  and the  issuance to
EcoSystem of a term note in the amount of $319,517  which note bears interest at
6% per annum and matures on December 31, 2008.

On October 31, 2006 EcoSystem guaranteed the following obligations:

     >>   14-month  Term Note in the principal  amount of  $6,000,000  issued by
          NextGen Acquisition, Inc. to Stillwater Asset-Based Fund, LP;

     >>   3-year  Secured  Convertible  Debenture  in the  principal  amount  of
          $13,000,000  issued by GS  AgriFuels  Corporation  to Cornell  Capital
          Partners, LP.

                                       21
<PAGE>
NextGen  Acquisition,  Inc.  and GS AgriFuels  Corporation  were  affiliates  of
EcoSystem by reason of common ownership.

NOTE 7   INCOME TAXES

EcoSystem  Corporation has incurred  losses,  which have generated net operating
loss carry  forwards for EcoSystem  Corporation  as of December 31, 2007.  These
loss carry  forwards are subject to  limitation  in future years should  certain
ownership  changes  occur.  For the  years  ended  December  31,  2007 and 2006,
EcoSystem  Corporation's  effective tax rate differs from the federal  statutory
rate principally due to net operating losses and other temporary differences for
which no benefit was  recorded.  The  provision  for income  taxes for the years
ended  December  31, 2007 and 2006  consisted  of state  income tax  provisions.
Deferred tax assets are as follows:

                             12/31/2007     12/31/2006
                             -------------------------
Deferred Tax Asset:
Total deferred tax assets     1,130,000      1,099,820
Less: Valuation allowance    (1,130,000)    (1,099,820)
                            -----------    -----------
Net deferred tax asset ..   $      --      $      --
                            ===========    ===========

EcoSystem   Corporation  has  federal  net  operating  loss   carry-forwards  of
approximately $3,300,000 which expire through December 31, 2026.

NOTE 8            OPTIONS AND WARRANTS

The  following  is a table of  stock  options  and  warrants  outstanding  as of
December 31, 2006 and  December  31,  2007.  The number of shares and price have
been  adjusted  to reflect  the 500-1  reverse  stock  split  which  occurred on
February 11, 2007.
<TABLE>
<CAPTION>
                                                  Weighted Average
                                                   Number of Shares     Exercise Price
                                              -----------------------------------------
<S>                                                         <C>            <C>
Outstanding at December 31, 2006                            475,000        $     0.45
   Issued                                                      --          $       --
   Exercised                                               (200,000)       $     0.25
   Cancelled                                               --------        $       --
Outstanding at December 31, 2007                            275,000        $   0.6136
                                                            ========
</TABLE>
Summarized  information about EcoSystem  Corporation's stock options outstanding
at December 31, 2007 is as follows:
<TABLE>
<CAPTION>
                                                          Weighted                              Exercisable
                                       Number of          Average         Weighted  ---------------------------------------
                                         Options         Remaining         Average    Number of Options    Weighted Average
    Exercise Prices                  Outstanding  Contractual Life  Exercise Price                           Exercise Price
---------------------------------------------------------------------------------------------------------------------------
<C>                                        <C>                   <C>            <C>            <C>                     <C>
$0.25                                       75,000                7            0.25             75,000                0.25
$0.75                                      200,000                7            0.75            200,000                0.75
                                  ----------------                                        -----------
                                           275,000               --              --            275,000                  --
</TABLE>
Options  exercisable at December 31, 2007 were 275,000,  with a weighted average
exercise  price of $0.6136 per share.  The fair  value of each  option  granted
during  2006  is  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing model with the following assumptions:
                                                             2007
                                                    --------------
Dividend yield                                                --
Expected volatility                                          69%
Risk-free interest rate                                       2%
Expected life                                            10 yrs.

NOTE 9   SUBSEQUENT EVENTS

On January 25,  2008,  a financing  was  completed  that  resulted in  EcoSystem
becoming  the  guarantor  of  the  debts  of  several  of  its  affiliates.  The
beneficiary  of the  guarantees was YA Global  Investments,  LP ("YAGI"),  which
committed to extend credit to those affiliates.  EcoSystem issued the guarantees
because it expects to be the  beneficiary  of the projects  being funded through
that credit.

                                       22
<PAGE>
EcoSystem also  guaranteed the obligations of several  affiliates  arising under
debentures they issued to YAGI (the "Debentures"). The following table shows the
current status of the convertible  debentures  issued by affiliates of EcoSystem
to YAGI.
<TABLE>
<CAPTION>
                                                                                                     Principal Amount
                                                                         Current                       of Amended and
                                                         Original      Principal      Accrued and            Restated
 Creditor          Original Issuance Date       Principal Balance        Balance  Unpaid Interest          Debentures
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                              <C>              <C>                <C>               <C>
GreenShift Corporation
                    February 8, 2006                 $1,900,000       $1,900,000         $184,986          $2,084,986
                    April 13, 2006                   $4,400,000       $2,400,000         $389,277          $2,789,277
                    February 27, 2007                $1,125,000       $1,125,000          $99,062          $1,224,062
                    March 31, 2004                   $2,190,410         $712,510         $120,453            $832,963

GS AgriFuels Corporation (subsidiary of GreenShift)
                    June, 2006                       $5,500,000       $5,500,000         $863,425                N.A.
                    October, 2006                   $13,000,000      $12,860,000       $1,524,384                N.A.
</TABLE>


ITEM 8            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

None.

ITEM 8A  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal executive officer or officers and principal
financial officer, to allow timely decisions regarding required disclosure.  The
Company's chief executive officer and chief financial  officer  determined that,
as of the  end of  the  period  covered  by  this  report,  these  controls  and
procedures  are adequate and  effective in alerting  them in a timely  manner to
material  information  relating  to the  Company  required to be included in the
Company's periodic SEC filings.

The  Company's  disclosure  controls  and  procedures  are  designed  to provide
reasonable  assurance that  information  required to be disclosed in its reports
filed under the Exchange Act, such as this Form 10-KSB, is recorded,  processed,
summarized and reported  within the time periods  specified in the SEC rules and
forms.  The Company's  disclosure  controls and  procedures are also designed to
ensure that such  information is accumulated  and  communicated to management to
allow timely decisions  regarding  required  disclosure.  The Company's internal
controls are designed to provide reasonable  assurance regarding the reliability
of financial  reporting  and the  preparation  of its  financial  statements  in
conformity  with GAAP.  Management  determined  that at December 31,  2007,  the
Company had a material  weakness because it did not have a sufficient  number of
personnel  with an  appropriate  level of knowledge and  experience of generally
accepted accounting  principles in the United States of America (U.S. GAAP) that
are  commensurate  with the Company's  financial  reporting  requirements.  As a
result,   Management  concluded  that  the  Company's  disclosure  controls  and
procedures were not effective at December 31, 2007.


                                       23
<PAGE>



Management's Report on Internal Control Over Financial Reporting

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial reporting,  as defined in rules 13a-15(f) and 15(f) under
the  Exchange  Act.  Internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the  preparation of financial  statements in accordance  with U.S.
GAAP.  Because of its inherent  limitations,  internal  control  over  financial
reporting  may not  prevent or detect  misstatements.  Also,  projection  of any
evaluation  of  effectiveness  to future  periods  is  subject  to the risk that
controls  may become  inadequate  because of change in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

Management has conducted,  with the participation of the Chief Executive Officer
and the  Chief  Financial  Officer,  an  assessment,  including  testing  of the
effectiveness of our internal control over financial  reporting.  The assessment
was  conducted  using the  criteria  in Internal  Control--Integrated  Framework
issued by the committee of Sponsoring  Organizations of the Treadway  Commission
("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial  reporting,  such that there is a reasonable  possibility
that a  material  misstatement  of the  company's  annual or  interim  financial
statements  will not be prevented or detected on a timely  basis.  In connection
with  management's  assessment of the company's  internal control over financial
reporting,   management  identified  the  following  material  weakness  in  the
company's  internal  control over  financial  reporting as of December 31, 2007.
Management  determined  that at December  31,  2007,  the company had a material
weakness related to its control environment because it did not have a sufficient
number  of  personnel  with an  appropriate  level of U.S.  GAAP  knowledge  and
experience commensurate with its financial reporting requirements.  Contributing
to this lack of sufficient resources was the unanticipated voluntary turnover of
key  personnel  late  in  the  year.  This  material  weakness  resulted  in the
identification of adjustment  during the financial  statement close process that
have been recorded in the financial statements.

Because of the material weakness described above,  management has concluded that
the company did not maintain effective internal control over financial reporting
as of December 31, 2007,  based on the  Internal  Control--Integrated  Framework
issued by COSO.

Other than described above, there have been no changes in the company's internal
control over  financial  reporting  during the most  recently  completed  fiscal
quarter that have  materially  affected or are  reasonably  likely to materially
affect, the company's internal control over financial reporting.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

Item 8B           OTHER INFORMATION

None.

                                       24
<PAGE>


                                    PART III

ITEM 9      DIRECTORS AND EXECUTIVE OFFICERS

Name                        Age     Position
-------------------------------------------------------------------------
Kevin Kreisler               35     Chairman, Chief Executive Officer,
                                     Chief Financial Officer

Kevin Kreisler is currently  serving as the acting chief  executive  officer and
chief  financial  officer of the Company until new management can be located and
hired.

Mr.  Kreisler is also the chairman  and chief  executive  officer of  GreenShift
Corporation.  Mr. Kreisler  served as  GreenShift's  vice president from 1998 to
2000, president from 2000 to 2002, chief executive officer from 2002 to 2005 and
has served as GreenShift's  chairman from 2005 to the present. Mr. Kreisler is a
graduate  of  Rutgers   University  College  of  Engineering  (B.S.,  Civil  and
Environmental   Engineering,   1994),  Rutgers  University  Graduate  School  of
Management  (M.B.A.,  1995), and Rutgers University School of Law (J.D.,  1997).
Mr.  Kreisler was  admitted to practice law in New Jersey and the United  States
District Court for the District of New Jersey.

NOMINATING, COMPENSATION AND AUDIT COMMITTEE

The  Board  of  Directors  does  not have an  audit  committee,  a  compensation
committee  or a  nominating  committee  due to the small size of the Board.  The
Board of Directors also does not have an audit committee  financial expert,  for
the same reason.

CODE OF ETHICS

The Company does not have a written code of ethics  applicable  to its executive
officers.  The Board of  Directors  has not  adopted  a  written  code of ethics
because there is only one member of management.

SHAREHOLDER COMMUNICATIONS

The Board of  Directors  will not adopt a  procedure  for  shareholders  to send
communications  to the Board of  Directors  until it has  reviewed the merits of
several alternative procedures.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

None of the  officers,  directors or  beneficial  owners of more than 10% of the
Company's  common stock failed to file on a timely basis the reports required by
Section 16(a) of the Exchange Act during the year ended December 31, 2007.

ITEM 10     EXECUTIVE COMPENSATION

The  following   table  sets  forth   compensation   information  for  EcoSystem
Corporation's  executive officers during the years indicated as relevant.  As of
December 31, 2007, no executive  officer held shares of exercisable  options for
EcoSystem Corporation's Common Stock.
<TABLE>
<CAPTION>

Name and Principal Position                 Annual Compensation              Long-term Compensation
 -------------------------------------------------------------------------------------------------------------------
                                                                         Other Securities Underlying       All Other
                                      Year    Salary       Bonus            Options Granted (shares)    Compensation
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>   <C>        <C>        <C>                          <C>        <C>
Kevin Kreisler                       2007  $      --  $      --  $      --                    25,000     $        --
Chairman and Chief Executive Officer 2006         --         --         --                    25,000              --
</TABLE>

EMPLOYMENT AGREEMENTS

EcoSystem's relationships with its officer is on an at-will basis.

COMPENSATION OF DIRECTORS

Our directors are reimbursed for out-of-pocket  expenses incurred on our behalf,
but receive no additional compensation for service as directors.





                                       25
<PAGE>
ITEM 11        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth   information   regarding  the  voting  stock
beneficially owned by any person who, to our knowledge,  owned beneficially more
than 5% of any class of voting  stock as well as by the  members of our Board of
Directors and by all officers and directors as a group.
<TABLE>
<CAPTION>
                                          Amount and Nature of Beneficial Ownership
                      --------------------------------------------------------------------------------------------
Name and Address(1)                                 Series B                  Series C               Percentage of
Of Beneficial Owner       Common    % of Class     Preferred   % of Class    Preferred   % of Class   Voting Power
                      ----------   -----------  ------------  -----------  -----------  -----------  -------------
<S>                      <C>            <C>           <C>          <C>          <C>          <C>           <C>
Kevin Kreisler(2),       320,000        3.83%         --           --           921,000      100%          74.69%
<FN>
(1)  The address of each  shareholder  is c/o  Viridis  Capital,  LLC,  One Penn
     Plaza, Suite 1612, New York, NY 10119.

(2)  All shares listed for Mr. Kreisler are owned of record by Viridis  Capital,
     LLC, of which Mr. Kreisler is the sole member.
</FN>
</TABLE>
ITEM 12     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During  the year  ended  December  31,  2006,  GreenShift  advanced  $50,893  to
EcoSystem for operating  expenses and EcoSystem  repaid  $250,000 to GreenShift,
resulting  in a  balance  due from  GreenShift  of  $203,441.  This  advance  is
unsecured, bears interest at 8% and is considered payable on demand.

During the year ended  December 31, 2007 Kevin  Kreisler,  the  Company's  Chief
Executive Officer, received 25,000 shares valued at $6,250 for services provided
to the Company.

On May 5, 2006,  Carbonics  Capital  (f/k/a  GreenShift  Corporation)  exchanged
6,000,000  shares of  EcoSystem  common  stock and 625,000  shares of  EcoSystem
Series A Preferred  Stock for 1,000  shares of EcoSystem  Series D Preferred
Stock.  EcoSystem  Series D Preferred Stock includes  dilution  protections such
that the preferred  shares are  convertible  into 80% of EcoSystem's  issued and
outstanding capital stock at the time of conversion.

On November 9, 2007  Carbonics  Capital  Corporation  contributed  to GreenShift
Corporation  (f/k/a GS CleanTech  Corporation)  capital 320,000 shares of common
stock  and  919,000  shares  of  the  Series  D  preferred  stock  of GS  Energy
Corporation, representing 74.69% of the outstanding capital stock of EcoSystem.

On December 12, 2007,  Carbonics  converted  81,000 shares of EcoSystem Series D
preferred stock into and subsequently  distributed  1,000,000,000 Company common
shares to the minority shareholders of Carbonics.

Effective December 31, 2007, EcoSystem transferred its stakes in GS Design, Inc.
and GS Rentals,  LLC to  GreenShift  Corporation  in return for the reduction in
Greenhift's  note  receivable  from  EcoSystem  by $170,385 and the issuance to
EcoSystem of a term note in the amount of $319,517  which note bears interest at
6% per annum and  matures on  December  31,  2008,  for a total of  $489,902  in
consideration.

GUARANTEE AGREEMENT WITH STILLWATER ASSET-BASED FUND, LP

On October 31, 2006 EcoSystem guaranteed the following obligations:

     >>   14-month  Term Note in the principal  amount of  $6,000,000  issued by
          NextGen Acquisition, Inc. to Stillwater Asset-Based Fund, LP;

     >>   3-year  Secured  Convertible  Debenture  in the  principal  amount  of
          $13,000,000   issued  by  GS  AgriFuels   Corporation   to  YA  Global
          Investments, LP.

NextGen  Acquisition,  Inc.  and GS AgriFuels  Corporation  were  affiliates  of
EcoSystem by reason of common ownership.

DIRECTOR INDEPENDENCE

None of the members of the Board of Directors is independent as "independent" is
defined in the rules of the NASDQ Stock Market.

                                       26
<PAGE>


                                     PART IV


ITEM 13  EXHIBITS AND REPORTS ON FORM 8K

Index to Exhibits

Exhibit Number             Description

3.1  Certificate of Incorporation - filed as an exhibit to the Current Report on
     Form 8-K filed on July 15, 2005 and incorporated herein by reference.

3.1(a) Certificate of Amendment of Certificate  of  Incorporation  - filed as an
     Exhibit to the Current  Report on Form 8-K filed on February 13, 2008,  and
     incorporated herein by reference.

3.2  By-Laws - filed as an  exhibit to the  Current  Report on Form 8-K filed on
     July 15, 2005 and incorporated herein by reference.

10.1 GS AgriFuels  Guaranty  agreement with Stillwater  Asset-Backed  Fund, LP -
     filed as an exhibit to the  current  report on form 8K filed on November 7,
     2006 and incorporated herein by reference.

10.2 Credit  Agreement dated January 11, 2008 between GS COES (Yorkville I), LLC
     and YA Global  Investments,  LP - filed as an Exhibit to the Current Report
     on Form  8-K  filed  on  January  13,  2008,  and  incorporated  herein  by
     reference.

10.3 Global Guaranty Agreement dated January 11, 2008 among Viridis Capital LLC,
     Kevin Kreisler,  Carbonics Capital Corporation,  GreenShift Corporation, GS
     AgriFuels   Corporation,   each  of  their  subsidiaries,   and  YA  Global
     Investments,  LP - filed as an  Exhibit to the  Current  Report on Form 8-K
     filed on January 13, 2008, and incorporated herein by reference.

31.1 Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
     pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
     the Sarbanes-Oxley Act of 2002.

32.1 Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
     pursuant  to  18  U.S.C.   Section  1350,   as  adopted   pursuant  to  the
     Sarbanes-Oxley Act of 2002.






                                       27
<PAGE>



ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT AUDITOR FEES

         Audit Fees

Rosenberg  Rich Baker Berman & Company,  P.A.  billed  $57,040 to the Company in
2007 and $60,590 in 2006 for professional services rendered for the audit of our
2007 financial statements.

         Audit-Related Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in 2007 and
$29,345 in 2006 for assurance and related  services that are reasonably  related
to the  performance  of the 2005  audit or  review  of the  quarterly  financial
statements.

         Tax Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in 2007 and
$0 in 2005 for professional services rendered for tax compliance, tax advice and
tax planning.

         All Other Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in 2007 and
$0 in 2005 for services not described above.

It is the policy of the  Company's  Board of Directors  that all services  other
than audit,  review or attest  services,  must be  pre-approved  by the Board of
Directors.  All of the  services  described  above  were  approved  by the Audit
Committee.
















                                       28
<PAGE>




SIGNATURES  Pursuant  to  the  requirements  of  Section  13 or 15  (d)  of  the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized on the
date indicated.

ECOSYSTEM CORPORATION

By:              /S/      KEVIN KREISLER
                 -----------------------
                          KEVIN KREISLER
                          Chairman and Chief Executive Officer
Date:                     April 15, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

                 /S/      KEVIN KREISLER
                 -----------------------
                          KEVIN KREISLER
                          Director, Chief Executive Officer,
                           Chief Financial Officer
Date:                     April 15, 2008
























                                       29