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

                            -------------------------
                                   FORM 10-K/A
                                (AMENDMENT No. 1)
                            -------------------------

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                          COMMISSION FILE NO.: 0-32143

                              ECOSYSTEM CORPORATION
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             (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
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               (Registrant's telephone number including area code)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 406 of the Securities Act. Yes __ No X

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K  (ss.  229.405)  is not  contained  herein,  and will not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
     accelerated filer, a non-accelerated filer, or a smaller reporting company.
     See the definitions of "large accelerated  filer,"  "accelerated filer" and
     "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer           Accelerated filer
                       ----                               ----
Non-accelerated filer             Small reporting company  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 -

The number of outstanding  shares of common stock held by  non-affiliates of the
Registrant as of May 19, 2009 was 673,623,825.


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<PAGE>


<TABLE>

                              ECOSYSTEM CORPORATION
                            ANNUAL REPORT ON FORM 10K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008


                                TABLE OF CONTENTS


<CAPTION>

                                                                                                        Page No
Part I
<S>           <C>                                                                                           <C>
Item 1        Business ......................................................................................4
Item 1A       Risk Factors...................................................................................7
Item 2        Description of Properties......................................................................9
Item 3        Legal Proceedings..............................................................................9
Item 4        Submission of Matters to a Vote of Security Holders ...........................................9

Part II
Item 5        Market for Registrant's Common Equity, Related Stockholder Matters
              and Issuer Purchase of Equity Securities .....................................................10
Item 6        Selected Financial Data
Item 7        Management's Discussion and Analysis..........................................................10
Item 8        Financial Statements and Supplementary Data...................................................14
Item 9        Changes and Disagreements with Accountants on Accounting and Financial Disclosure ............26
Item 9A       Controls and Procedures ......................................................................26
Item 9B       Other Information.............................................................................27

Part III
Item 10       Directors, Executive Officers and Corporate Governance  ......................................28
Item 11       Executive Compensation .......................................................................29
Item 12       Security Ownership of Certain Beneficial Owners and Management and Related
              Stockholder Matters ..........................................................................29
Item 13       Certain Relationships and Related Transactions and Director Independence .....................29
Item 14       Principal Accountant Fees and Services .......................................................30

Part IV
Item 15       Exhibits and Financial Statement Schedules ...................................................30

Signatures


</TABLE>















                                       2
<PAGE>
                                Explanatory Note

Ecosystem Corporation is filing this Amendment to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2008 as a result of the change in how the
conversion feature of the convertible  debenture was reported as of December 31,
2008.  The  conversion  feature  of the  convertible  debenture  was  originally
recorded  as a  derivative  in the amount of  $432,932  when it should have been
recorded as a  beneficial  conversion  feature in the amount of $432,932  with a
corresponding increase to additional paid in capital.


                                     PART I

Basis of Presentation

In this Annual Report on Form 10-K, the terms "we," "our," "us," "EcoSystem," or
the "Company" refer to EcoSystem Corporation.

Forward Looking Statements

We make certain  forward-looking  statements  in this Annual Report on Form 10-K
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 10k  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-K,  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-K or to reflect the occurrence of unanticipated events.


                                       3
<PAGE>



ITEM 1      BUSINESS

OVERVIEW

EcoSystem  Corporation  ("we," "our," "us,"  "EcoSystem,"  or the  "Company") is
innovating  industrial-scale  applications  of  bioreactor  technology  that are
designed to resolve compelling ecological challenges while producing value added
carbon neutral products.

We use  engineered  ecosystems  and  biotechnologies  that  nature  has  already
selected to bioconvert food,  animal and human wastes into feedstock for biofuel
production,  high protein animal feed and nutrient-rich fertilizer.  The natural
mechanisms at work here have been proven to be amazingly  effective at consuming
and metabolizing  targeted wastes into protein,  fat and other valuable products
in a clean and safe way.

Society  faces  significant  challenges  caused  by  the  way we  grow,  manage,
distribute,  consume and dispose of agriproducts today. These challenges include
the downstream  "dead-zone"  shocks caused by  concentrations  of phosphorus and
nitrogen  rich effluent from confined  animal  processing  facilities,  the high
carbon intensity of landfilling food waste, and the  environmental and financial
costs  of  transporting  and  processing  food and  waste.  Our  society  has an
ever-growing  need for  increasingly-scarce  food, fuel and water resources;  we
cannot continue to operate in our current  inefficient  manner if we are to meet
this ever increasing need for resources without straining our sensitive regional
and planet-wide ecosystems.

Our founding  mission is to streamline the flow of resources  into,  through and
out of our  food  chain,  and to do it in ways  that  are  rapidly  scalable  in
multiple  geographies.  We intend to  achieve  this by  delivering  distributed,
engineered  ecosystems  to  intercept  agricultural  and  food  wastes  prior to
landfill or other  disposal.  Our engineered  ecosystems are designed to convert
these wastes into  feedstocks for regional  animal feeds,  natural oils for fuel
and chemical uses, and high nutrient soil amendments. In the process, we hope to
generate  significant  shareholder  wealth by  reducing  the  environmental  and
financial costs of our food chain.

The design of the first  evolution of our  bioreactor  technologies  is based on
extensive  bench trials and over 30 years of applied  university  research.  Our
primary goal during 2009 is to build at least one demonstration-scale bioreactor
facility ("Pilot  Facility") to confirm our scale-up  assumptions and to collect
the field data we need to design and deploy commercial-scale applications of our
technologies.

While our  long-term  revenue model is based on the use of our  technologies  to
sell  products  produced  by our  technologies  on an ongoing  basis to generate
recurring revenues,  we intend to sell one or more Pilot Facilities to qualified
early adopters to minimize our pre-cash flow  financing  needs and to refine our
commercialization  strategy.  We are currently in negotiation with several early
adopter  partners for  construction and operation of at least one Pilot Facility
proximate to Dayton, Ohio,  co-located at a qualified source of raw material for
consumption by the organisms in our bioreactors. We are currently working with a
number of  contract  entomologists,  nutritionists  and process  engineers  on a
consulting and part-time  employment  basis to minimize our overhead costs while
we execute on this plan. We have also applied for grant  financing from the U.S.
Department of Energy.

Our strategic plan also involves the  acquisition  of accretive  assets and cash
flows that are strategic to our technology development efforts. We are currently
evaluating a number of qualified  opportunities  that produce the raw  materials
needed for our  technologies,  or that have the  infrastructure we need to scale
our  technologies,  or that have the  ability to refine the  products we produce
with our  technologies  into  finished  goods.  Our plan in this  respect  is to
leverage  the  targeted  assets  and cash  flows to defray  our  technology  and
financing risk as we commercialize our technologies.

OUR TECHNOLOGIES

EcoSystem's  technologies  rely on a number of natural  organisms  including the
black  soldier  fly  (Hermetia  illucens),   other  compatible  insects,  yeast,
cyanobacteria,  bacteria, methanogenic archea, and various specious of fish. The
species and process balance  utilized for a targeted  application will depend on
the available  waste resources and regional  resource  needs.  Our planned Pilot
Facilities  will be initially based on the natural  consumption  behavior of the
black solider fly ("BSF").

BSF are clean,  energy-efficient  and  voracious.  They  rapidly  consume  large
quantities of feed during  maturation,  with a high tolerance  against chemical,
bacteria  and  pathogens   that  would   cripple  algae  and  other   bioreactor
technologies.  The natural  BSF life cycle  allows for the  following  important
benefits:

                                       4

<PAGE>

     >>   Rapid conversion of waste into biomass;

     >>   Low energy demand and favorable carbon footprint;

     >>   High tolerance to  contamination  equates to increased  caloric uptake
          and survival until harvesting;

     >>   Works by itself or with other  organisms in an engineered  food chain;
          and,

     >>   Low cost distributed  deployment based on the localized food, fuel and
          other resource requirements.

BSF are able to reduce  incoming waste stream volumes by up to 90% (depending on
cellulose and inedible matter composition) depending on the feedstock source. We
estimate  BSF will be able to convert up to 25% of the volume of food waste into
BSF larvae with a dry weight of about 42%  protein  and about 35%  natural  oils
(with  the  balance  to other BSF  biomass  and  castings,  which can be sold in
fertilizer applications).

The  protein  and  natural  oils  produced  by  BSF  will  be  extracted   using
conventional  rendering  equipment.  The protein will be sold under  EcoSystem's
ECOMEAL(TM)  brand as a high value  aquaculture feed. The oil will be sold under
EcoSystem's  MAGFUEL(TM)  brand as a biodiesel  feedstock to our offtake vendor,
Biofuel Industries Group in Adrian, Michigan, for conversion into biodiesel.

The market opportunity for our BSF technologies in the U.S. is a function of the
available  sources  of  qualified  feedstock.  Qualified  high-volume  feedstock
sources include food waste,  animal and plant  processing  wastes,  manure,  and
sewage.

INTELLECTUAL PROPERTIES

EcoSystem is party to a technology  commercialization  agreement with GreenShift
Corporation,  which  company  is  majority  owned by our  majority  shareholder,
Viridis  Capital,  LLC,  pursuant  to which  GreenShift  has  agreed to  provide
commercialization support services and access to GreenShift's portfolio of clean
technologies  for  applications not involving the production of renewable fuels.
EcoSystem  will pay  GreenShift a royalty equal to 10% of the pre-tax net income
generated by EcoSystem through use of GreenShift  technology,  and EcoSystem has
agreed to sell all  MAGFUEL(TM)  and other  qualified  renewable fuel precursors
produced by EcoSystem  on an exclusive  basis to  GreenShift,  unless  waived by
GreenShift.

"ESYM," EcoSystem,  MAGFUEL,  ECOMEAL, the FEEDSTOCK MACHINE, and the "EcoSystem
Logo" are the registered trademarks of EcoSystem Corporation.

INDUSTRY OVERVIEW

Food Scrap Waste Diverted From Landfills

The design of the first  evolution of our  bioreactor  technologies  is based on
extensive  bench trials and over 30 years of applied  university  research.  Our
primary goal during 2009 is to build at least one demonstration-scale bioreactor
facility ("Pilot  Facility") to confirm our scale-up  assumptions and to collect
the field data we need to design and deploy commercial-scale applications of our
technologies.

While our  long-term  revenue model is based on the use of our  technologies  to
sell  products  produced  by our  technologies  on an ongoing  basis to generate
recurring revenues,  we intend to sell one or more Pilot Facilities to qualified
early adopters to minimize our pre-cash flow  financing  needs and to refine our
commercialization  strategy.  We are currently in negotiation with several early
adopter  partners for  construction and operation of at least one Pilot Facility
proximate to Dayton, Ohio,  co-located at a qualified source of raw material for
consumption by the organisms in our bioreactors. We are currently working with a
number of  contract  entomologists,  nutritionists  and process  engineers  on a
consulting and part-time  employment  basis to minimize our overhead costs while
we execute on this plan. We have also applied for grant  financing from the U.S.
Department of Energy.

Our strategic plan also involves the  acquisition  of accretive  assets and cash
flows that are strategic to our technology development efforts. We are currently
evaluating a number of qualified  opportunities  that produce the raw  materials
needed for our  technologies,  or that have the  infrastructure we need to scale
our  technologies,  or that have the  ability to refine the  products we produce
with our  technologies  into  finished  goods.  Our plan in this  respect  is to
leverage  the  targeted  assets  and cash  flows to defray  our  technology  and
financing risk as we commercialize our technologies.


                                       5
<PAGE>

The problem is global:  the United Nations  Environment  Programme  (UNEP) found
that over half of the food  produced  today is lost,  wasted or  discarded  as a
result of inefficiency in the human-managed food chain. UNEP also found that:

     >>   Up to one quarter of all fresh fruits and  vegetables  in the U.S. are
          lost between the field and the table;

     >>   In  Australia  it is  estimated  that food waste makes up half of that
          country's landfill;

     >>   Almost  one-third of all food  purchased in the United  Kingdom  every
          year is not eaten;

     >>   Over one third of the world's  cereals are being used as animal  feed,
          rising to 50 per cent by 2050 - continuing  to feed cereals to growing
          numbers of livestock will aggravate environmental degradation;

     >>   Recycling  food  wastes  and  deploying  new  technologies,  aimed  at
          producing biofuels,  to produce sugars from discards such as straw and
          even nutshells could be a key environmentally-friendly  alternative to
          increased use of cereals for livestock; and

     >>   The world  could feed its entire  projected  population  growth  alone
          simply by becoming more efficient.

There are other  tangible  benefits of increased  efficiency.  For  example,  in
August 2008,  the City of San  Francisco  reported that it achieved 70% landfill
diversion  between  1996 and 2006,  corresponding  to a reduction of 1.4 million
tons per year down to about 600,000 tons per year. This included 100,000 tons of
diverted food waste. The City of San Francisco further reported that this degree
of diversion  dramatically  reduced  emissions of methane-laden  landfill gas, a
potent  greenhouse  gas. The  University of Arizona  estimates  that the adverse
environmental impact of inefficient food chain including methane emissions, land
fill use, soil depletion, use of fertilizers, pesticides and herbicides could be
reduced by 25% with landfill diversion practices.

Livestock Waste

Agricultural  runoff  poses  major  challenges  for  many of the  nation's  most
polluted water ways.  Agricultural  runoff is the leading source of nitrogen for
13 of the 17 bays federal officials  identified as highly eutrophic.  In each of
these  water  ways,  farmland  runoff  contributes  at  least  one-third  of the
pollutants that cause low oxygen levels,  toxic algae blooms,  and contribute to
the loss of underwater grasses that provide critical habitat for fish, crabs and
other  commercially-important  species. In addition,  more than half of the bays
featuring moderate-high symptoms of nutrient pollution also receive one-third or
more of these nutrients from agriculture

The second major source of this excess  nitrogen and  phosphorus  comes from the
manure  associated  with  livestock:  hogs,  poultry  and beef and  dairy  cows.
Livestock  produce  130 times more waste per year than all  Americans  combined.
Increasingly,  hogs,  poultry and many cows are kept primarily or exclusively in
large  feedlots,  where  the  manure is  concentrated.  The  predominant  manure
management  technique  involves  storing this waste in an open lagoon,  and then
spraying the waste on adjacent fields.  But this primitive  technology  presents
challenges:   one,  manure  lagoons  leach  nitrogen  and  phosphorus  into  the
groundwater; two, many lagoons or pipes used to convey waste to farm fields fail
or leak; three,  manure cannot be  cost-effectively  transferred more than a few
miles, so manure is typically applied to cropland in inappropriate  levels;  and
four,  significant amounts of nitrogen evaporates from lagoons and feedlots into
the air as ammonia and  ultimately  descends  into bays or lands  draining  into
bays.














                                       6
<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 $787,318  during the
twelve  months ended  December  31, 2008,  and we had $0 in cash at December 31,
2008. 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, 2008 our operations  used $98,131 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 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

                                       7
<PAGE>

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 owns 80% of our  outstanding  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  and Glen
Courtright,  who are  currently  the  directors of EcoSystem  Corporation,  were
appointed to that  position by the previous  directors.  If other  directors are
added to the  Board in the  future,  it is  likely  that  Messrs.  Kreisler  and
Courtright  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.

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.

                                       8
<PAGE>

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 2008 for these offices. During 2008 EcoSystem does not expect to pay
rent for these offices. We have located offices proximate to Dayton, Ohio that
we intend to lease commencing in 2009.

ITEM 3      LEGAL PROCEEDINGS

None

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

















                                       9
<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
----------------------------------------------------------------------------------------
<C>                                                     <C>                       <C>
2008 First Quarter                                      0.0552                    0.0552
2008 Second Quarter                                     0.0100                    0.0060
2008 Third Quarter                                      0.0010                    0.0007
2008 Fourth Quarter                                     0.0028                    0.0026

2007 First Quarter                                      0.0014                    0.0012
2007 Second Quarter                                     0.0012                    0.0010
2007 Third Quarter                                      0.0006                    0.0005
2007 Fourth Quarter                                     0.0003                    0.0002

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
2008.

REPURCHASE OF EQUITY SECURITES

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 2008.

ITEM 6               SELECTED FINANCIAL DATA

Not applicable.









                                       10
<PAGE>



ITEM 7      ANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
            AND RESULTS OF OPERATION

OVERVIEW

EcoSystem  Corporation  ("we," "our," "us,"  "EcoSystem,"  or the  "Company") is
innovating  industrial-scale  applications  of  bioreactor  technology  that are
designed to resolve compelling ecological challenges while producing value added
carbon neutral products.

We use  engineered  ecosystems  and  biotechnologies  that  nature  has  already
selected to bioconvert food,  animal and human wastes into feedstock for biofuel
production,  high protein animal feed and nutrient-rich fertilizer.  The natural
mechanisms at work here have been proven to be amazingly  effective at consuming
and metabolizing  targeted wastes into protein,  fat and other valuable products
in a clean and safe way.

Society  faces  significant  challenges  caused  by  the  way we  grow,  manage,
distribute,  consume and dispose of agriproducts today. These challenges include
the downstream  "dead-zone"  shocks caused by  concentrations  of phosphorus and
nitrogen  rich effluent from confined  animal  processing  facilities,  the high
carbon intensity of landfilling food waste, and the  environmental and financial
costs  of  transporting  and  processing  food and  waste.  Our  society  has an
ever-growing  need for  increasingly-scarce  food, fuel and water resources;  we
cannot continue to operate in our current  inefficient  manner if we are to meet
this ever increasing need for resources without straining our sensitive regional
and planet-wide ecosystems.

Our founding  mission is to streamline the flow of resources  into,  through and
out of our  food  chain,  and to do it in ways  that  are  rapidly  scalable  in
multiple  geographies.  We intend to  achieve  this by  delivering  distributed,
engineered  ecosystems  to  intercept  agricultural  and  food  wastes  prior to
landfill or other  disposal.  Our engineered  ecosystems are designed to convert
these wastes into  feedstocks for regional  animal feeds,  natural oils for fuel
and chemical uses, and high nutrient soil amendments. In the process, we hope to
generate  significant  shareholder  wealth by  reducing  the  environmental  and
financial costs of our food chain.

The design of the first  evolution of our  bioreactor  technologies  is based on
extensive  bench trials and over 30 years of applied  university  research.  Our
primary goal during 2009 is to build at least one demonstration-scale bioreactor
facility ("Pilot  Facility") to confirm our scale-up  assumptions and to collect
the field data we need to design and deploy commercial-scale applications of our
technologies.

While our  long-term  revenue model is based on the use of our  technologies  to
sell  products  produced  by our  technologies  on an ongoing  basis to generate
recurring revenues,  we intend to sell one or more Pilot Facilities to qualified
early adopters to minimize our pre-cash flow  financing  needs and to refine our
commercialization  strategy.  We are currently in negotiation with several early
adopter  partners for  construction and operation of at least one Pilot Facility
proximate to Dayton, Ohio,  co-located at a qualified source of raw material for
consumption by the organisms in our bioreactors. We are currently working with a
number of  contract  entomologists,  nutritionists  and process  engineers  on a
consulting and part-time  employment  basis to minimize our overhead costs while
we execute on this plan. We have also applied for grant  financing from the U.S.
Department of Energy.

Our strategic plan also involves the  acquisition  of accretive  assets and cash
flows that are strategic to our technology development efforts. We are currently
evaluating a number of qualified  opportunities  that produce the raw  materials
needed for our  technologies,  or that have the  infrastructure we need to scale
our  technologies,  or that have the  ability to refine the  products we produce
with our  technologies  into  finished  goods.  Our plan in this  respect  is to
leverage  the  targeted  assets  and cash  flows to defray  our  technology  and
financing risk as we commercialize our technologies.

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.

                                       11
RESULTS OF OPERATIONS

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues

There were no revenues from  continuing  operations  for the year ended December
31, 2008, and no revenues for the twelve months ended December 31, 2007.

For the years ending December 31, 2008 and 2007, the revenues from  discontinued
operations were $0 and $5,695,482, 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 was no cost of  revenues  from  continuing  operations  for the year ended
December  31, 2008 or for the year ended  December  31,  2007.  Cost of revenues
reflected in discontinued operations was incurred by GSD.

The cost of  revenues  attributable  to  discontinued  operations  for the years
ending December 31, 2008 and 2007 were $0 and $4,385,195, respectively.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses were $750,454 for the year ended
December 31, 2008 and $341,809 for the year ending  December 31, 2007.  Selling,
general and administrative expenses include stock based compensation of $707,028
and   $229,231   for  2008  and  2007,   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, 2008 and 2007 were $0 and $914,237,
respectively.

Interest Expense and Financing Costs

Interest expenses and financing costs for the year ended December 31, 2008 were
$32,069 and $25,665 for the year ended December 31, 2007.

Net Income and Net Loss

Our net loss from continuing operations for the year ended December 31, 2008 was
$787,318  and $367,474  for the year ended  December  31,  2007.  Our net income
attributable to discontinued operations for the year ended December 31, 2007 was
$293,330. Our net loss for the year ended December 31, 2008 was $787,318 and our
net loss for the year ended December 31, 2007was $74,144.

Liquidity and Capital Resources

Our primary  sources of liquidity  are cash  provided by investing and financing
activities.  For the twelve  months ended  December  31, 2008,  net cash used by
operating  activities  was $130,199.  The Company had $137,795 in liabilities at
the end of the twelve  months ended  December 31, 2008,  and will 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.  At
December 31, 2008 the company had $0 in cash.

The  Company  plans to finance its planned  development  activities  during 2009
through a combination of (a) proceeds from the sales of pilot  facilities  based
on our technologies to qualified early adopters,  (b) proceeds from the issuance
of equity and debt,  and (c), if  awarded,  grant  proceeds.  In  addition,  the
Company  is  actively  seeking  acquisition  opportunities  with a view  towards
internalizing   sufficient  cash  flows  to  service  the  Company's   overhead,
technology development and other development needs.

                                       12
<PAGE>

Cash Flows

For the twelve months ending  December 31, 2008,  net cash provided by financing
was $130,108.  The Company had a working capital deficit of $137,795 at December
31, 2008.  In reviewing our  financial  statements as of December 31, 2008,  our
auditor concluded that there was substantial doubt as to our ability to continue
as a going concern.

Off Balance Sheet Arrangements

None.
































                                       13



<PAGE>

<TABLE>


ITEM 8            FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES


<CAPTION>

                                                                                                     Page No
FINANCIAL STATEMENTS

<S>                                                                                                      <C>
Report of Independent Registered Public Accounting Firm...................................................15

Balance Sheet (As Restated)...............................................................................16

Statements of Operations .................................................................................17

Statements of Stockholders' Equity(As Restated)...........................................................18

Statements of Cash Flows..................................................................................19

Notes to Financial Statements ............................................................................20



</TABLE>














































                                       14
<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, 2008 and 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, 2008,  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 a working capital deficiency as of December 31, 2008. 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.

As discussed in Note 12, the  financial  statements as of and for the year ended
December 31, 2008 have been restated.



/s/ Rosenberg Rich Baker Berman & Company
    Bridgewater, New Jersey

     April 15, 2009, except for Note 12 as to which the date is May 18, 2009





                                       15
<PAGE>

<TABLE>
                              ECOSYSTEM CORPORATION
                                  BALANCE SHEET


<CAPTION>

ASSETS
                                                                 12/31/08       12/31/07
                                                           (As Restated)
                                                            ----------------------------
Current assets:
<S>                                                           <C>            <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 ...................................         3,612        400,863
   Accounts payable and accrued expenses ..................       134,183           --
   Convertible debenture, net of discounts - affiliate ....          --          170,293
                                                              -----------    -----------
   Total current liabilities ..............................       137,795        571,156
                                                              -----------    -----------

TOTAL LIABILITIES .........................................       137,795        571,156
                                                              -----------    -----------

STOCKHOLDERS' EQUITY

 Preferred stock, $0.001 par value:
   Series D: 1,000,000 authorized, 0 issued and outstanding          --              921
Common stock, $0.001 par value, 5,000,000,000 authorized;
   8,354,328 issued and outstanding as of 12/31/07 and
   500,000,000 issued and outstanding as of 12/31/08 ......       500,000          8,354
Additional paid-in capital ................................     6,574,119      6,852,007
Accumulated deficit .......................................    (7,211,914)    (6,424,596)
                                                              -----------    -----------

TOTAL STOCKHOLDERS' EQUITY ................................      (137,795)       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>




                                       16
<PAGE>


<TABLE>

                              ECOSYSTEM CORPORATION
                            STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007


<CAPTION>

                                                                                   12/31/08            12/31/07
                                                                            ------------------------------------
<S>                                                                         <C>                 <C>
Revenues ................................................................   $           --      $           --
Cost of revenues ........................................................               --                  --
                                                                            ----------------    ----------------
     Gross profit .......................................................               --                  --

Operating expenses
     Stock based compensation ...........................................            707,028             229,231
     Selling, general and administrative expenses .......................             43,426             112,578
                                                                            ----------------    ----------------
     Total operating expenses ...........................................            750,454             341,809
                                                                            ----------------    ----------------

Operating loss ..........................................................           (750,454)           (341,809)

Other expenses and financing costs
     Interest expense ...................................................            (32,069)            (25,665)
                                                                            ----------------    ----------------
     Total other expense ................................................            (32,069)            (25,665)
                                                                            ----------------    ----------------

Loss before provision for income taxes ..................................           (782,523)           (367,474)

     Provision for income taxes .........................................             (4,796)               --
                                                                            ----------------    ----------------

Net loss from continuing operations .....................................   $       (787,318)   $       (367,474)
                                                                            ----------------    ----------------

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

Net Income ..............................................................   $       (787,318)   $        (74,144)
                                                                            ================    ================

Net loss per common share from continuing operations, basic and diluted .   $           (.01)   $          (0.07)
                                                                            ================    ================

Net loss per common share from discontinued operations, basic and diluted   $           0.00    $           0.06
                                                                            ================    ================

Weighted average of shares of common stock
Outstanding, basic and diluted ..........................................         53,547,882           5,260,701
                                                                            ================    ================



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

</TABLE>



                                       17
<PAGE>
<TABLE>
                              ECOSYSTEM CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE YEARS ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007

<CAPTION>
                                         Series C                Series D
                                      Preferred Stock           Preferred Stock        Common Stock
                                  ----------- ----------- ------------ --------- ----------- -----------
                                      Shares      Amount       Shares    Amount      Shares       Amount

<S>                               <C>            <C>       <C>           <C>     <C>            <C>
Balance at 12/31/06                1,600,369      $1,600    1,000,000     1,000   5,054,328      $5,054
                                  =========== =========== ============ ========= =========== ===========
Cancellation of shares                    --          --           --        --    (60,000)        (60)
Conversion of series C to         (1,600,369)    (1,600)           --        --     320,000         320
Common
Cashless exercise of warrants             --          --           --        --     123,077         123
Shares issued for services                --          --           --        --     916,923         917
Conversion of series D Preferred          --          --     (78,687)      (79)   2,000,000       2,000
Forgiveness of related party
debt, net
Transfer of subsidiaries
                                  ----------- ----------- ------------ --------- ----------- -----------
Balance at 12/31/07                       --         $--      921,313      $921   8,354,328      $8,354
                                  =========== =========== ============ ========= =========== ===========
Cancellation of shares                    --          --           --        --    (11,407)        (11)
Shares issued for services                --          --           --        --  91,211,326      91,211
Conversion of series D Preferred          --          --    (921,313)     (921)  400,000,000    400,000
Forgiveness of related party              --          --           --        --          --          --
debt, net
Issuance of fractional shares             --          --           --        --     445,753
from                                                                                            446
  reverse split
Beneficial conversion feature             --          --           --        --          --          --
of convertible debt (As
Restated) Net loss
                                  ----------- ----------- ------------ --------- ----------- -----------
Balance at 12/31/08                       --         $--           --       $--  500,000,000   $500,000
                                  =========== =========== ============ ========= =========== ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                Total
                                              Additional                Stockholders'
                                                 Paid-in   Accumulated         Equity
                                                 Capital       Deficit       (Deficit)
------------------------------------------- ------------- ------------- --------------
<S>                                           <C>         <C>              <C>
Balance at 12/31/06                           $8,086,959  $(6,350,452)     $1,744,161
                                            ============= ============= ==============
Cancellation of shares                                60            --             --
Conversion of series C to Common                   1,280            --             --
Cashless exercise of warrants                      (123)            --             --
Shares issued for services                       228,314            --        229,231
Conversion of series D Preferred                 (1,921)            --             --
Forgiveness of related party debt, net         (155,348)            --      (155,348)
Transfer of subsidiaries                     (1,307,214)            --    (1,307,214)
Net Loss                                              --      (74,144)       (74,144)
                                            ------------- ------------- --------------
Balance at 12/31/07                           $6,852,007  $(6,424,596)       $436,686
                                            ============= ============= ==============

Cancellation of shares                                11            --             --
Shares issued for services                       615,817            --        707,028
Conversion of series D Preferred               (399,079)            --             --
Forgiveness of related party debt, net         (927,123)            --      (927,123)
Issuance of fractional shares from                 (446)            --             --
  reverse split
Beneficial conversion feature of                 432,932            --        432,932
convertible debt (As Restated)
Net Loss                                              --     (787,318)      (787,318)
                                            ------------- ------------- --------------
Balance at 12/31/08 (As Restated)             $6,574,119  $(7,211,914)     $(137,795)
                                            ============= ============= ==============


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


                                       18
<PAGE>
<TABLE>

                             ECOSYSTEM CORPORATION
                            STATEMENTS OF CASH FLOWS
                      FOR THE YEARS ENDED DECEMBER 31, 2008
<CAPTION>
                                                                                 12/31/08       12/31/07
                                                                              --------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>            <C>
Net loss from continuing operations .......................................   $  (787,318)   $  (367,474)
Net Income from discontinued operations ...................................          --          293,330

Adjustments to reconcile net loss to net cash used in operating activities:
     Stock and stock options issued for services ..........................       707,028        229,231
Changes in assets and liabilities:
     Increase in accounts payable and accrued expenses ....................       (49,909)         5,144
                                                                              -----------    -----------
         Net cash provided (used) in operating activities .................      (130,199)       160,231

CASH FLOW FROM FINANCING ACTIVITIES
     Proceeds from issuance of convertible debt ...........................       432,932           --
     Repayment of related party debt ......................................      (302,824)      (160,140)
                                                                              -----------    -----------
         Net cash provided (used) by financing activities .................       130,108       (160,140)
                                                                              -----------    -----------
     Increase (decrease) in cash ..........................................           (91)            91
     Cash at beginning of period ..........................................            91           --
                                                                              -----------    -----------
     Cash at end of period ................................................   $      --      $        91
                                                                              ===========    ===========

SUPPLEMENTAL STATEMENT OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Transfer of subsidiaries into equity ......................................   $      --      $ 1,307,214
                                                                              ===========    ===========


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


                                       19
<PAGE>



                              ECOSYSTEM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1      BASIS OF PRESENTATION

THE COMPANY

EcoSystem  Corporation  ("we," "our," "us,"  "EcoSystem,"  or the  "Company") is
innovating  industrial-scale  applications  of  bioreactor  technology  that are
designed to resolve compelling ecological challenges while producing value added
carbon neutral products.

We use  engineered  ecosystems  and  biotechnologies  that  nature  has  already
selected to bioconvert food,  animal and human wastes into feedstock for biofuel
production,  high protein animal feed and nutrient-rich fertilizer.  The natural
mechanisms at work here have been proven to be amazingly  effective at consuming
and metabolizing  targeted wastes into protein,  fat and other valuable products
in a clean and safe way.

At December  2007,  we  liquidated  our  manufacturing  operation and executed a
technology  commercialization and license agreement with GreenShift Corporation,
which company is majority owned by our majority  shareholder,  Viridis  Capital,
LLC,  pursuant  to which  GreenShift  has  agreed to  provide  commercialization
support services and access to GreenShift's  portfolio of clean technologies for
applications not involving the production of renewable fuels. EcoSystem will pay
GreenShift  a  royalty  equal to 10% of the  pre-tax  net  income  generated  by
EcoSystem through use of GreenShift technology, and EcoSystem has agreed to sell
all  MAGFUEL(TM)  and other  qualified  renewable  fuel  precursors  produced by
EcoSystem on an exclusive basis to GreenShift, unless waived by GreenShift.

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 $787,318  during the year ended December 31, 2008, 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.

                                       20
<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, 2008 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  anti-dilutive  effect on earnings  (loss) per share.  Potential  future
dilutive  securities  include   approximately   275,000  shares  issuable  under
outstanding options as of December 31, 2008.

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
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.

                                       21
<PAGE>

During the year ended December 31, 2008, due to a change in the terms of the MIF
convertible  debenture,  the Company  recorded a note  discount in the amount of
$432,932 in order to record the beneficial conversion feature in relation to the
debenture.

NOTE 4      STOCKHOLDERS' EQUITY

COMMON STOCK

During the second quarter of 2008 the Company issued 10,000,000 shares of common
stock at $0.05 per share,  the closing  price on the grant date,  for a total of
$500,000 relating to stock based compensation.  During the third quarter of 2008
the Company issued 6,000,000 shares to the Company's chief executive officer for
services  rendered.  The Company  also issued  2,000,000  shares for  consulting
services  rendered  pertaining to the Company's  development  stage  activities.
These shares were issued at $0.003,  the closing price on the grant date. During
the fourth quarter of 2008 the Company issued  73,211,326  shares for consulting
services  rendered  pertaining to the Company's  development  stage  activities.
These  shares were issued at $0.003,  the closing  price on the grant date for a
total of $707,028 relating to stock based compensation.

SERIES D PREFERRED STOCK

Shares of the Series D Preferred  Stock (the "Series D Shares") may be converted
by the holder into Company common stock.  The conversion  ratio is such that the
full  1,000,000  Series D Shares  originally  issued convert into Company common
shares   representing  80%  of  the  fully  diluted  outstanding  common  shares
outstanding after the conversion  (which includes all common shares  outstanding
plus  all  common  shares  potentially  issuable  upon  the  conversion  of  all
derivative securities not held by the holder). The holder of Series D Shares may
cast the number of votes at a  shareholders  meeting or by written  consent that
equals  the  number  of  common  shares  into  which  the  Series D  Shares  are
convertible  on the record  date for the  shareholder  action.  In the event the
Board of Directors  declares a dividend payable to Company common  shareholders,
the holders of Series D Shares will receive the  dividend  that would be payable
if the Series D Shares were  converted  into Company  common shares prior to the
dividend.  In the event of a liquidation of the Company, the holders of Series D
Shares will receive a preferential  distribution  of $0.001 per share,  and will
share in the  distribution  as if the  Series D Shares had been  converted  into
common shares.

During  the year ended  December  31,  2008,  the  remaining  shares of Series D
Preferred Stock were converted into 400,000,000 shares of common stock.

NOTE 5            DISCONTINUED OPERATIONS

As of December 31, 2007, EcoSystem's holdings in GS Design Services, Inc. and GS
Rentals,  LLC were  transferred  to  GreenShift at cost 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.

The components of discontinued  operations for the years ended December 31, 2008
and 2007are as follows:
<TABLE>
<CAPTION>

                                                                       2008         2007
                                                            ----------------------------
<S>                                                         <C>              <C>
Net revenues ............................................   $        --     $  5,695,482
Cost of revenues ........................................            --        4,385,195
                                                            -------------   ------------
     Gross profit .......................................            --        1,310,287
                                                            -------------   ------------

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

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

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

Total provision for tax .................................            --             --
                                                            -------------   ------------
     Net income (loss) from discontinued operations .....            --          293,330
       Gain (loss) on disposal of discontinued operations            --             --
                                                            -------------   ------------
     Total income (loss) - discontinued operations ......   $        --     $    293,330
                                                            =============   ============
</TABLE>

NOTE 6      RELATED PARTY TRANSACTIONS

As of  December  31, 2008 the Company  had a  convertible  debenture  payable to
Minority  Interest  Fund  (II),  LLC  ("MIF") in the  amount of  $432,932.  This

                                       22
<PAGE>

debenture was originally  issued to GreenShift  Corporation and was subsequently
acquired by MIF during the year ended December 31, 2008.  The debenture  payable
to MIF shall bear  interest at a rate of 10% per year and matures  December  31,
2010.  MIF is  entitled to convert the accrued  interest  and  principal  of the
debenture into common stock of the Company at a conversion  price of $0.0001 per
share. The managing member of MIF is a relative of Kevin Kreisler, the Company's
chairman.

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.  As of December 31, 2008,  the  outstanding  principal  and accrued
interest of the debt was $44,758,833

NOTE 7      CONVERTIBLE DEBENTURE

During the year ended  December  31,  2008,  Minority  Interest  Fund (II),  LLC
("MIF")  purchased  the  debenture  payable  to  GreenShift   Corporation.   The
convertible  debentures to MIF shall bear interest at a rate of 20% per year and
mature on December 31, 2010. MIF is entitled to convert the accrued interest and
principal  of the  debenture  into common  stock of the Company at a  conversion
price of $0.0001 per share.  For the year ending  December  31,  2008,  interest
expense of $6,405 for these  obligations was incurred.  The principal balance of
these notes at December 31, 2008 was $432,932.  The conversion price represented
a beneficial  conversion  feature at the commitment date which was valued at the
intrinsic value of $432,932 and recorded as a debt discount.

NOTE 8      STOCK BASED COMPENSATION

During the second quarter of 2008 the Company issued 10,000,000 shares of common
stock at $0.05 per share,  the closing  price on the grant date,  for a total of
$500,000 relating to stock based compensation.  During the third quarter of 2008
the Company issued 6,000,000 shares to the Company's chief executive officer for
services  rendered.  The Company  also issued  2,000,000  shares for  consulting
services  rendered  pertaining to the Company's  development  stage  activities.
These shares were issued at $0.003,  the closing price on the grant date. During
the fourth quarter of 2008 the Company issued  73,211,326  shares for consulting
services  rendered  pertaining to the Company's  development stage activities at
$0.003,  the closing  price on the grant date. A total of $707,028 was issued as
stock based compensation.

NOTE 9      INCOME TAXES

EcoSystem  Corporation has incurred  losses,  which have generated net operating
loss carry  forwards for EcoSystem  Corporation  as of December 31, 2008.  These
loss carry  forwards are subject to  limitation  in future years should  certain
ownership  changes  occur.  For the  years  ended  December  31,  2008 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:
                                                  12/31/2008         12/31/2007
Deferred Tax Asset:
Total deferred tax assets                          1,130,000           1,130,000
Less: Valuation allowance                        (1,130,000)         (1,130,000)
                                             ---------------     ---------------
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 10      OPTIONS AND WARRANTS

The  following  is a table of  stock  options  and  warrants  outstanding  as of
December 31, 2008 and December 31, 2007. The number of shares and price has been
adjusted to reflect the 500-1 reverse stock split which occurred on February 11,
2007.


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                              Number of Shares      Weighted Average
                                                                      Exercise Price
                                              --------------------------------------
<S>                                                   <C>          <C>
Outstanding at December 31, 2007                       475,000      $         0.46
   Issued                                                 --        $          --
   Exercised                                         (200,000)      $         0.25
   Cancelled                                              --        $          --
                                              ----------------      --------------
Outstanding at December 31, 2008                       275,000      $         0.46
                                              ================      ==============
</TABLE>

<TABLE>

Summarized information about EcoSystem Corporation's stock options outstanding
at December 31, 2008 is as follows:
<CAPTION>

                                                      Weighted                                      Exercisable
                                    Number of          Average        Weighted        -----------------------------------
                                      Options        Remaining         Average        Weighted Average
          Exercise Prices          Outstanding   Contractual Life  Exercise Price     Number of Options    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, 2008 were 275,000,  with a weighted average
exercise price of $0.46 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:

                                                     2008
                                                --------------
Dividend yield                                        --
Expected volatility                                   69%
Risk-free interest rate                                2%
Expected life                                     10 yrs.

NOTE 11      COMMITMENTS AND CONTINGENCIES

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.  As of December 31, 2008,  the  outstanding  principal  and accrued
interest of the debt was $44,758,833.

NOTE 12      RESTATEMENT

Ecosystem Corporation is filing this Amendment to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2008 as a result of the change in how the
conversion feature of the convertible  debenture was reported as of December 31,
2008.  The  conversion  feature  of the  convertible  debenture  was  originally
recorded  as a  derivative  in the amount of  $432,932  when it should have been
recorded as a  beneficial  conversion  feature in the amount of $432,932  with a
corresponding  increase to additional paid in capital.  This  restatement had no
effect  on total  assets,  earnings  per  share  or net  loss.  The  restatement
decreased liabilities by $432,932 and increased equity for $432,932.





















                                       24
<PAGE>



ITEM 9      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE

None.

ITEM 9A     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-K,  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,  2008,  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, 2008.

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, 2008.
Management  determined  that at December  31,  2008,  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.

                                       25
<PAGE>

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, 2008,  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 9B  OTHER INFORMATION

None.





























                                       26
<PAGE>

                                    PART III

ITEM 10      DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name                        Age     Position
--------------------------------------------------------------------------
Glen Courtright              48     President and Chief Executive Officer
Jacqueline L. Flynn          43     Chief Financial Officer
Kevin Kreisler               36     Chairman

Mr.  Courtright  is the  president  and chief  executive  officer  of  EcoSystem
Corporation since December 2008. Prior to joining EcoSystem,  Mr. Courtright was
President of CTS Corporation  from 2007 to 2008,  where he provided  engineering
and management services to the renewable energy, petroleum,  telecommunications,
and automotive industries.  From 1997 to 2007, Mr. Courtright was Vice President
at Science  Applications  International  Corporation  (SAIC)  where he  provided
strategic leadership for technology  development for Fortune 50 customers in the
automotive,  energy,  and  telecommunications.  Mr.  Courtright is a graduate of
Southern Illinois University (B.S. Electronics Management, 1989). Mr. Courtright
also has military experience as an officer in the United States Navy.

Jacqueline  Flynn has twenty years  experience in financial  accounting for both
public  and  private  companies.  Ms.  Flynn  has been  employed  since  2006 as
Controller of GreenShift  Corporation,  an affiliate of Carbonics Capital.  From
2002 to 2005,  Ms.  Flynn was  employed  as Chief  Financial  Officer  by Accent
Mortgage  Company of Alpharetta,  Georgia.  During the three years prior to 2002
Ms. Flynn was  employed by Lahaina  Acquisitions,  Inc.,  a public  company that
owned Accent  Mortgage  Company during that period.  She was employed by Lahaina
Acquisitions first as Controller and then as Chief Financial Officer.  Ms. Flynn
was awarded an M.B.A. in 1994 by Brenau University.

Mr. Kreisler is the chairman and the majority  shareholder of EcoSystem  through
his holding company, Viridis Capital, LLC. 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,  2008,
except that none of the three members of management  has filed a Form 3, and Mr.
Kreisler failed to file a Form 4 when due.













                                       27
<PAGE>



ITEM 11  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, 2008, 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
                             ---------------------------------------------------------------------------------------
                                                                                 Securities Underlying      All Other
                                                                                       Options Granted   Compensation
                                       Year     Salary       Bonus        Other               (shares)
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>   <C>        <C>        <C>                            <C>      <C>
Glen Courtright                        2008  $      --  $      --  $      --                        --     $      --
President and Chief Executive Officer  2007         --         --         --                        --            --

Jackie Flynn                           2008  $      --  $      --  $      --                        --     $      --
Chief Financial Officer                2007         --         --         --                        --            --
</TABLE>

EMPLOYMENT AGREEMENTS

The Company has entered into an employment  agreement with Glen Courtright which
provides  for an annual  salary  of  $125,000,  payable  in stock  and/or  cash,
periodic  bonuses,  four weeks' vacation and participation in any employee plans
made available to all Company employees.  The agreement  terminates in December,
2013.

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.

ITEM 12  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 D               Percentage of
Of Beneficial Owner            Common   % of Class    Preferred   % of Class   Voting Power
                          ------------  -----------  -----------  -----------  -------------

<S>                       <C>                <C>          <C>          <C>           <C>
Kevin Kreisler(2),        400,320,000        80.0%        --           --            80.00%

Glen Courtright             7,000,000         1.2%        --           --              1.2%
<FN>
(1)  The address of each shareholder is 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 13       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
              DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of  December  31, 2008 the Company  had a  convertible  debenture  payable to
Minority  Interest  Fund  (II),  LLC  ("MIF") in the  amount of  $432,932.  This
debenture was originally  issued to GreenShift  Corporation and was subsequently
acquired by MIF during the year ended December 31, 2008.  The debenture  payable
to MIF shall bear  interest at a rate of 20% per year and matures  December  31,
2010.  MIF is  entitled to convert the accrued  interest  and  principal  of the
debenture into common stock of the Company at a conversion  price of $0.0001 per
share. The managing member of MIF is a relative of Kevin Kreisler, the Company's
chairman.

DIRECTOR INDEPENDENCE

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





                                       28
<PAGE>



                                     PART IV


ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT AUDITOR FEES

     Audit Fees

     Rosenberg Rich Baker Berman & Company,  P.A.  billed $14,250 to the Company
     in 2008 and  $57,040 in 2007 for  professional  services  rendered  for the
     audit of our 2008 financial statements.

     Audit-Related Fees

     Rosenberg  Rich Baker  Berman & Company,  P.A.  billed $0 to the Company in
     2008 and $0 in 2007 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
     2008 and $0 in 2007 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
     2008 and $0 in 2007 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.

ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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.




                                       29
<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/      GLEN COURTRIGHT
                 ------------------------
                          GLEN COURTRIGHT
                          Chief Executive Officer
Date:                     May 20, 2009

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/      JACQUELINE FLYNN
                 -------------------------
                          JACQUELINE FLYNN
                          Chief Financial Officer
Date:                     May 20, 2009

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
Date:                     May 20, 2009




















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