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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-K
                                -----------------

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

                          COMMISSION FILE NO.: 0-33513


                             GS ENVIROSERVICES, INC
--------------------------------------------------------------------------------
              Exact name of registrant as specified in its charter)


Delaware                                                             20-8563731
--------------------------------------------------------------------------------
(State of other jurisdiction of                                  (IRS Employer
incorporation or organization)                               Identification No.)


590 South Street East, Raynham, MA                                      02767
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


                                  (617)413-3639
--------------------------------------------------------------------------------
               (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 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 as of March 31,  2009 was:
15,573,594.  Based on the average closing bid and ask price of the  Registrant's
common  stock,   the  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates of the Registrant as of March 31, 2009 was 187,350.

================================================================================
<PAGE>

<TABLE>

                                TABLE OF CONTENTS
<CAPTION>

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

Part II
Item 5      Market for Registrant's Common Equity, Related Stockholder Matters and
             Issuer Purchases of Equity Securities ..........................................................4
Item 6      Selected Financial Data .........................................................................4
Item 7      Management's Discussion and Analysis ............................................................5
Item 8      Financial Statements ............................................................................8
Item 9      Changes and Disagreements with Accountants on Accounting and Financial Disclosure ..............24
Item 9A     Controls and Procedures ........................................................................24
Item 9B     Other Information ..............................................................................24

Part III
Item 10     Directors, Executive Officers and Corporate Governance  ........................................25
Item 11     Executive Compensation .........................................................................26
Item 12     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters ...............................................................27
Item 13     Certain Relationships and Related Transactions, and Director Independence ......................27
Item 14     Principal Accountant Fees and Services .........................................................27

Part IV
Item 13     Exhibits .......................................................................................29

Signatures                                                                                                  28
</TABLE>


<PAGE>

ITEM 1  BUSINESS

                               BUSINESS OVERVIEW

On June 20, 2008, the Company  completed an Asset and Stock  Purchase  Agreement
with  Triumvirate  Environmental,  Inc.  ("Triumvirate").  The assets  sold were
substantially  all of the assets of Enviro-Safe and 100% of the capital stock of
Enviro-Safe (NE).  Triumvirate  assumed  responsibility  for certain  designated
liabilities of Enviro-Safe,  including its trade payables, accrued expenses, and
certain  identified  executory  contracts.  As a result of the Purchase,  on the
financial  statements  included  in this  Report the assets and  liabilities  of
Enviro-Safe  Corp. and Enviro-Safe  Corporation (NE) are presented as assets and
liabilities  of  discontinued  operations  as  of  December  31,  2007  and  the
operations  are  presented  as  discontinued   operations  in  the  accompanying
consolidated  statements of operations (see Note 3 to the Consolidated Financial
Statements - Discontinued Operations).

GS EnviroServices Inc. has retained  approximately $200,000 from the proceeds of
the sale of Enviro-Safe Corp. and Enviro-Safe Corporation NE to serve as working
capital  while  management  develops and  implements a new business plan for the
Company.   The  Company  intends  to  pursue  business   opportunities   in  the
environmental  and  alternative  energy fields.  The Company will provide timely
announcements on such developments.

Following  the  closing of the  Purchase  Agreement,  we have  remained a public
company listed on the OTC Bulletin Board. This situation will enable the Company
to  initiate  new  business  operations  without  the  burden  of debt from past
operations.

ITEM 1A     BUSINESS RISK FACTORS

You should  carefully  consider  these risks  described  below before buying our
common stock. If any of the risks described  below actually  occurs,  that event
could cause the trading price of our common stock to decline, and you could lose
all or part of your investment.

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 "OTCBB".  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 National Market or the NASDAQ Small-Cap Market. Because our
common stock does not trade on a stock exchange or on the NASDAQ National Market
or the NASDAQ Small-Cap 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.

ITEM 1B    UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.    PROPERTIES

The Company maintains executive offices in Raynham, MA on a month-to-month basis
free of charge.

ITEM 3.    LEGAL PROCEEDINGS

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
<PAGE>

                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
           MATTERS AND ISSUER REPURCHASE OF EQUITY SECURITIES

GS  EnviroService's  Common Stock trades on the "OTCBB" under the symbol "GSEN."
The following table sets forth, for the periods indicated, the range of high and
low closing bid prices for GS  EnviroServices'  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 Fourth Quarter                                     0.20                                  0.01
2008 Third Quarter                                      0.06                                  0.02
2008 Second Quarter                                     0.06                                  0.02
2008 First Quarter                                      0.10                                  0.05

2007 Fourth Quarter                                     0.16                                  0.05
2007 Third Quarter                                      0.18                                  0.07
2007 Second Quarter                                     0.79                                  0.08
2007 First Quarter                                      0.45                                  0.10

Title of Class                             Approximate Number of Holders of Record as of March 31, 2009
Common Stock, 0.001 par value                                                                   95
</TABLE>

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

DIVIDENDS

In October  2008 the  Company  distributed  $1,090,150  ($0.07 per share) to our
shareholders as a dividend.  We have no present intention of paying dividends in
the foreseeable future.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides  information with respect to the equity  securities
that are authorized for issuance under our compensation  plan as of December 31,
2008:
<TABLE>
<CAPTION>
                                                                                               Number of securities
                                                                                              remaining available for
                                    Number of securities to be                                 issuance under equity
                                    issued upon exercise of       Weighted average exercise      compensation plans
                                     outstanding options,         price of outstanding         (excluding securities
                                    warrants and rights (a)   options, warrants and rights    reflected in column (a)
-------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                           <C>                         <C>
Equity compensation plans                     --                           --                           --
approved by security holders
Equity compensation plans not              3,270,000                     $0.06                       1,600,000
approved by security holders
Total                                      3,270,000                     $0.06                       1,600,000
</TABLE>

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     SELECTION FINANCIAL DATA

Not Applicable

<PAGE>

ITEM 7.    MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENT

In addition to  historical  information,  this Report  contains  forward-looking
statements,  which are generally  identifiable  by use of the words  "believes,"
"expects,"  "intends,"  "anticipates,"  "plans to," "estimates,"  "projects," or
similar  expressions.  These  forward-looking  statements are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those  reflected in these  forward-looking  statements.  Factors that might
cause such a difference include,  but are not limited to, those discussed in the
section entitled "Description of Business - Business Risk Factors".  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect  management's  opinions  only as of the date  hereof.  We  undertake  no
obligation  to revise or publicly  release the results of any  revision to these
forward-looking  statements.  Readers should  carefully  review the risk factors
described in other  documents GS  EnviroServices,  Inc.  files from time to time
with the Securities and Exchange Commission (the "SEC"), including the Quarterly
Reports on Form 10QSB to be filed by us in the fiscal year 2009.

The  consolidated  balance  sheet at December 31, 2008 has been derived from the
audited  financial  statements  at that  date but does  not  include  all of the
information and notes required by U.S. generally accepted accounting  principles
for complete financial statements.

On June 20, 2008, the Company  completed an Asset and Stock  Purchase  Agreement
with  Triumvirate  Environmental,  Inc.  ("Triumvirate").  The assets  sold were
substantially  all of the assets of Enviro-Safe and 100% of the capital stock of
Enviro-Safe (NE).  Triumvirate  assumed  responsibility  for certain  designated
liabilities of Enviro-Safe,  including its trade payables, its accrued expenses,
and certain identified executory contracts.  As a result of the sale, the assets
and  liabilities  of  Enviro-Safe  Corp. and  Enviro-Safe  Corporation  (NE) are
presented as assets and liabilities of discontinued  operations in prior periods
and  their   operations  are  presented  as  discontinued  in  the  accompanying
consolidated  statements of operations (see Note 3 to the Consolidated Financial
Statements - Discontinued Operations).

2     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial  statements include the accounts of GS
EnviroServices'   operating   subsidiaries   of  Enviro-Safe   Corporation   and
Enviro-Safe  Corporation  (NE). All significant  accounts and transactions  have
been eliminated in consolidation.

REVENUE RECOGNITION

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or determinable, and collection is reasonably assured.

The Company  provides  environmental  services that involve  transportation  and
disposal of industrial waste.  Revenues for the  transportation  and disposal of
waste using the Company as the transporter  that is disposed of at a third party
location  are  recognized  when the waste is  delivered  to the third  party for
processing  and  disposal.  Revenues  for the  transportation  and  disposal  of
industrial  waste  using a third  party  transporter  that is disposed of at the
third party  location  are  recognized  when the waste is delivered to the third
party location for processing and disposal.  Revenues for the transportation and
disposal of industrial  waste that is disposed of at the  Company's  facility is
recognized  when the Company has  received  the waste at its facility due to the
fact that the customer has no additional recourse and no additional services are
provided to the customer after the waste is received.

The Company provides  environmental services that involves the recycling of oily
wastes.  Revenues  for  disposal  of the waste is  recognized  when the waste is
received at the location for processing. Revenues for the disposal oily waste is
recognized  when the  Company  has  received  the waste due to the fact that the
customer has no additional  recourse and no additional  services are provided to
the  customer  after the waste is  received.  Once the oily  waste is  recycled,
revenue is recognized from the sale of the recycled oil at the time of delivery.

The  Company  also  provides  environmental  services  and  process  engineering
services on fixed priced contracts. These services are generally provided over a
short period of less than three months.  Revenue from fixed priced  contracts is
recognized  on a pro  rata  basis  over  the  life of the  contract  as they are
generally performed evenly over the contract period.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the  straight-line  method over the
estimated useful lives of the assets.  Leasehold improvements are amortized over
the lesser of the life of the lease or their useful  lives.  Gains and losses on
depreciable  assets  retired or sold are recognized in the  consolidated  income
statement in the year of disposal,  and repair and maintenance  expenditures are
expensed  as  incurred.  Property,  plant  and  equipment  are  stated  at cost.
Expenditures  for major  renewals  and  improvements  which  extend  the life or
usefulness of the asset are capitalized.
<PAGE>

GOODWILL AND INTANGIBLE ASSETS

The Company accounts for its goodwill and intangible assets pursuant to SFAS No.
142,  Goodwill and Other  Intangible  Assets.  Under SFAS 142,  intangibles with
definite lives continue to be amortized on a straight-line basis over the lesser
of their estimated useful lives or contractual  terms.  Goodwill and intangibles
with  indefinite  lives  are  evaluated  at least  annually  for  impairment  by
comparing the asset's  estimated  fair value with its carrying  value,  based on
cash flow methodology.

Intangibles  with definite lives consist  primarily of permits which have useful
lives and are subject to impairment testing in the event of certain  indicators.
Impairment in the carrying value of an asset is recognized whenever  anticipated
future cash flows (undiscounted) from an asset are estimated to be less than its
carrying  value.  The  amount of the  impairment  recognized  is the  difference
between the carrying value of the asset and its fair value.

LONG-LIVED ASSETS

The Company  assesses the  valuation of components of its property and equipment
and other long-lived  assets whenever events or  circumstances  dictate that the
carrying  value might not be  recoverable.  The Company bases its  evaluation on
indicators such as the nature of the assets,  the future economic benefit of the
assets, any historical or future  profitability  measurements and other external
market conditions or factors that may be present.  If such factors indicate that
the  carrying  amount  of an asset or asset  group may not be  recoverable,  the
Company  determines  whether impairment has occurred by analyzing an estimate of
undiscounted  future cash flows at the lowest level for which  identifiable cash
flows exist.  If the estimate of  undiscounted  cash flows during the  estimated
useful  life of the  asset is less than the  carrying  value of the  asset,  the
Company  recognizes a loss for the difference  between the carrying value of the
asset and its estimated fair value,  generally  measured by the present value of
the estimated cash flows.

INCOME TAXES

Income taxes are  accounted for under the asset and  liability  method,  whereby
deferred income taxes are recorded for temporary  differences  between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and  liabilities  reflect the tax rates  expected to be in effect for
the  years in which  the  differences  are  expected  to  reverse.  A  valuation
allowance  is  provided  if it is more  likely  than not that some or the entire
deferred tax asset will not be realized.

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.

FINANCIAL INSTRUMENTS

The carrying values of accounts receivable, other receivables, accounts payable,
and  accrued  expenses  approximate  their fair  values due to their  short term
maturities.  The carrying  values of the Company's  long-term  debt  approximate
their fair values based upon a comparison of the interest rate and terms of such
debt to the rates and terms of debt currently available to the Company.

RESULTS OF OPERATIONS

YEAR END DECEMBER 31, 2008 VERSUS DECEMBER 31, 2007

GENERAL AND ADMINISTRATIVE

General and  administrative  ("G&A") expenses for continuing  operations for the
twelve months ended  December 31, 2008 was  $1,377,140 as compared to $1,182,398
for the  corresponding  period in 2007.  The increase in G&A  expenses  includes
$74,579  in legal fees  related  to the  Purchase  Agreement  with  Triumvirate,
$21,458  increase in insurance,  $99,500 for bonuses paid to former employees of
GS EnviroServices for their years of service, and $122,150 in legal settlements.
SG&A  expense for the years  ending  December  31, 2008 and December 31, 2007 of
$1,458,709 and $3,005,187,  respectively  for  Enviro-Safe and Enviro-Safe  (NE)
have been included in income from discontinued operations.

<PAGE>
OTHER INCOME (EXPENSE)

Interest expense has increased  $41,420 for the twelve months ended December 31,
2008, as compared to the corresponding periods of 2007.
<TABLE>
<CAPTION>
                                                                Twelve Months Ended December 30,
                                              -------------------------------------------------------------
                                                      2008                  2007                  Change
                                              ---------------------- ------------------- ------------------
<S>                                                  <C>                  <C>                    <C>
Interest Expense - Related Party                     $15,994                 --                  $ 15,994
Line of Credit                                        20,671              $21,661                   (990)
Affiliate Interest                                     --                 $30,612                (30,612)
Interest Expense - convertible debentures            $57,028                 --                   $57,028
</TABLE>

The Company recognized $74,158 of miscellaneous  income during the twelve months
ended  December 31, 2008as a result of  consulting  fees received by the Company
from  Triumvirate  Environmental  for assisting  with the  transition  after the
close.

On February 11, 2008 the Company issued  $500,000 in  convertible  debentures to
related parties. Total interest of $15,994 was expensed during the twelve months
ended December 31, 2008. In addition,  in the first quarter of 2008, the Company
issued  a  $100,000  convertible  debenture  to an  investor  and a 2.0  million
convertible  debenture  to YAGI.  Interest  in the amount of  $57,028  for these
debentures was expensed in 2008.  Interest expense from discontinued  operations
of  $20,037  and  $45,847  for the  periods  ended  December  31,  2008 and 2007
respectively have been excluded from these numbers.

On March 31, 2007, the Board of Directors of GreenShift Corporation,  our former
parent voted to make a capital  contribution to the Company. As a result,  total
accrued  interest  due on the loan in the  amount of  $62,871  was  credited  to
additional  paid in capital.  Affiliate  interest  for the twelve  months  ended
December 30, 2007 was $30,612.

On May 31,  2007,  the  Company  closed on a Demand  Line of Credit  which bears
interest that  fluctuates  based on the prime lending rate.  Total interest paid
was $20,671 and $21,661 for the twelve  months ended  December 31, 2008 and 2007
respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's continuing activities used $1,288,857 of cash in 2008 as compared
to $686,585 cash used in 2007. This use of cash includes the $1.3 million paid
to "YAGI" for the reduction of the guarantee of the Company's assets (see Note 7
- Convertible Debentures) as well as other costs associated with the purchase by
Triumvirate Environmental. The Company's capital requirements consist of general
working capital needs.

The  Company  had been unable to secure the  financing  necessary  to expand its
current  operations.  Potential  sources of financing  have been deterred by the
large  amount  of  convertible  debt  that  the  Company  issued  to  YA  Global
Investments and others.  The proceeds from the sale to Triumvirate were used, in
part, to eliminate all of that  convertible  debt.  Following the closing of the
Purchase Agreement, we remain a public company listed on the OTC Bulletin Board.
This  situation  will  enable the Company to initiate  new  business  operations
without the burden of debt from past operations

Non-cash  adjustments for continuing  operations  recorded for the twelve months
ended  December  31, 2008 totaled  $921,495  and  consisted of $566,000 in stock
based  compensation,  $2,964,484  amortization  of  debt  discount,  $31,011  in
deferred  taxes,  $280,000  allowance,  and  ($2,920,000)  change in  derivative
liabilities.  Net cash flows of $965,900 from discontinued  operations have been
excluded from the above.

Accounts  payable for  continuing  operations at December 31, 2008 totaled $0, a
decrease  of  $46,032from  the  December  31, 2007  balance of $46,032.  Accrued
expenses at December  31, 2008 totaled  $30,643,  a decrease of $30,274 from the
December 31, 2007 balance of $60,917.

Net of  discontinued  operations,  the  Company had a positive  working  capital
position of $218,384 as of December  31, 2008 as compared to a negative  working
capital  position of  $703,467 as of December  31,  2007.  In October  2008,  we
distributed $1,090,150 to our shareholders as a dividend.

STOCKHOLDER MATTERS

Stockholders'  equity was $0.2  million at December 31, 2008 as compared to $5.8
million at December 31, 2007.



<PAGE>



ITEM 7.          FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                      Page No
FINANCIAL STATEMENTS

<S>                                                                                                       <C>
Report of Independent Registered Public Accounting Firm....................................................9

Consolidated Balance Sheets ..............................................................................11

Consolidated Statements of Operations ....................................................................12

Consolidated Statements of Stockholders' Equity...........................................................13

Consolidated Statements of Cash Flows.....................................................................14

Notes to Consolidated Financial Statements ............................................................15-25


</TABLE>


























<PAGE>



ITEM 7.  FINANCIAL STATEMENTS (continued)



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of GS EnviroServices, Inc.

We  have   audited  the   accompanying   consolidated   balance   sheets  of  GS
EnviroServices,  Inc.  as of  December  31,  2008  and  2007,  and  the  related
statements of income, stockholders' equity, and cash flows for each of the years
in the  two-year  period then ended.  GS  EnviroServices  Inc.'s  management  is
responsible for these financial statements.  Our responsibility is to express an
opinion on these  financial  statements  based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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 GS  EnviroServices,  Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for  each of the  years  in the  two-year  period  ended  December  31,  2008 in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, NJ 08807
March 28, 2009


<PAGE>



ITEM 7.  FINANCIAL STATEMENTS (continued)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


<PAGE>

<TABLE>
                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2008 and 2007
<CAPTION>
ASSETS:                                                              12/31/08        12/31/07
                                                                   --------------------------
Current assets:
<S>                                                                <C>            <C>
   Cash ........................................................   $   198,078    $      --
   Prepaid expenses ............................................         2,282         54,332
   Other receivables ...........................................        48,667           --
   Loan receivable .............................................          --          351,480
   Deferred taxes ..............................................          --           31,011
   Assets of discontinued operations ...........................          --        9,110,402
                                                                   -----------    -----------
       Total current assets ....................................       249,027      9,547,225
                                                                   -----------    -----------

TOTAL ASSETS ...................................................       249,027      9,547,225
                                                                   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Line of credit ..............................................          --          747,341
   Accrued stock based compensation ............................          --          286,000
   Accounts payable ............................................          --           46,032
   Accrued expenses ............................................        30,643         60,917
   Liabilities of discontinued operations ......................          --        2,667,200
                                                                   -----------    -----------
       Total current liabilities ...............................        30,643      3,807,490
                                                                   -----------    -----------

       Total liabilities: ......................................        30,643      3,807,490
                                                                   -----------    -----------

Stockholders' equity:
   Common stock, $.001 par value, 100,000,000 shares authorized;
   15,573,594 shares issued and outstanding as of 12/31/08
   and 26,185,000 shares issued and outstanding as of 12/31/07 .        15,574         26,185
   Additional paid-in capital ..................................     5,353,072      6,631,611
   Retained deficit ............................................    (5,150,262)      (918,061)
                                                                   -----------    -----------
   Total stockholders' equity ..................................       218,384      5,739,735
                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................   $   249,027    $ 9,547,225
                                                                   ===========    ===========

            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>


<PAGE>
<TABLE>

                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<CAPTION>

                                                                12/31/08          12/31/07
                                                          ---------------------------------
<S>                                                       <C>               <C>
Revenue ...............................................   $         --      $         --
Revenue with affiliates ...............................             --                --
                                                          --------------    --------------
     Total Revenues ...................................             --                --
                                                          --------------    --------------

Cost of revenues ......................................             --                --
                                                          --------------    --------------
     Gross profit .....................................             --                --
                                                          --------------    --------------
Operating Expenses:
     Selling Expenses .................................             --                --
     Stock Based compensation .........................           51,699           377,208
     General and administrative .......................        1,325,441           805,190
                                                          --------------    --------------
Total operating Expenses ..............................        1,377,140         1,182,398
                                                          --------------    --------------
Operating income (loss) ...............................       (1,377,140)       (1,182,398)
                                                          --------------    --------------
Other income (expense)
 Other expense (including stock based comp of $140,000)         (260,000)             --
     Miscellaneous income .............................           74,158              --
     Interest expense - related party .................          (15,994)          (30,612)
     Interest income - affiliate ......................             --               1,480
     Interest expense - convertible debenture .........          (57,028)             --
     Cost for reduction of guarantee ..................       (1,388,667)             --
     Amortization of debt discount ....................       (2,964,484)             --
     Change in value of derivative instruments ........        2,920,000              --
     Interest expense - line of credit ................          (20,671)          (21,661)
     Interest income ..................................           11,266              --
                                                          --------------    --------------
Total other income (expense), net .....................       (1,701,420)          (50,793)
                                                          --------------    --------------
     Income/loss before provision for income taxes ....       (3,078,560)       (1,233,191)
     Benefit from income taxes, net ...................           10,900             4,940
                                                          --------------    --------------
     Loss from continuing operations ..................       (3,067,660)       (1,228,251)
                                                          --------------    --------------
Discontinued Operations:

Income from discontinued operations, net of tax of $0 .          849,466         1,272,849
Loss on disposal of operations ........................         (923,856)           20,245
                                                          --------------    --------------
     Income (loss) from discontinued operations .......          (74,390)        1,293,094
                                                          --------------    --------------
     Net income (loss) ................................   $   (3,142,051)   $       64,843
                                                          ==============    ==============
Earnings (loss) per share

Basic
     Income (loss) from continuing operations .........   $        (0.21)   $        (0.06)
     Income (loss) from discontinued operations .......            (0.01)             0.06
                                                          --------------    --------------
     Net income (loss) per share - basic ..............   $        (0.22)   $        (0.00)
                                                          ==============    ==============
Diluted
     Income (loss) from continuing operations .........   $        (0.21)   $        (0.06)
     Income (loss) from discontinued operations .......            (0.01)             0.06
                                                          --------------    --------------
     Net loss per share - diluted .....................   $        (0.22)   $        (0.00)
                                                          ==============    ==============

Weighted average shares outstanding
     Basic ............................................       14,503,356        21,195,959
     Diluted ..........................................       14,503,356        22,971,586

            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>

<PAGE>
<TABLE>

                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<CAPTION>
                                   Treasury      Treasury        Common         Common     Additional    Accumulated       Total
                                      Stock         Stock         Stock          Stock        Paid In      Earnings/       Amount
                                     Shares        Amount        Shares         Amount       Capital        Deficit
                                   ------------------------------------------------------------------------------------------------
<S>                                <C>         <C>             <C>          <C>           <C>            <C>            <C>
Balance December 31, 2006 ........       --    $      --       6,185,000    $    6,185    $ 1,288,547    $(1,849,950)   $ (555,218)
                                   =========  ===========    ============    ==========    ===========    ===========    ==========

  Effect of reverse merger of
  entities under common control.         --          --      19,000, 000        19,000       3,991,303        867,046     4,877,349


  Stock options ...................      --          --              --            --           91,208           --          91,208

  Contribution of capital (GSCT)...      --          --              --            --          585,156           --         585,156

  Contribution of capital (GSHF) ..      --          --              --            --          576,397           --         576,397

  Stock based consultant fee ......      --          --         1,000,000         1,000         99,000           --         100,000

  Net earnings ....................      --          --              --            --             --           64,843        64,843
                                    ---------  -----------    ------------    ----------    -----------    -----------    ----------

Balance December 31, 2007 ........       --          --      26,185,000 $        26,185    $ 6,631,611    $  (918,061)   $5,739,735
                                    =========  ===========    ============    ==========    ===========    ===========    ==========

  Stock options ..................       --          --              --            --           51,699           --          51,699

  Stock based compensation .......       --          --         2,000,000         2,000        138,000           --         140,000

  Stock issued for compensation ..       --          --         4,400,000         4,400        281,600           --         286,000

  Issuance of warrants ...........       --          --              --            --           44,484           --          44,484

  Purchase of treasury stock .....(17,000,000)  1,811,333            --            --             --             --            --

  Retirement of treasury stock ... 17,000,000  (1,811,333)    (17,000,000)      (17,000)    (1,794,333)          --      (1,811,333)

  Cancellation of shares .........       --          --           (11,406)          (11)            11           --            --


  Dividend ......................        --          --              --            --             --              --     (1,090,150)

  Net loss ....................          --          --              --            --             --       (3,142,051)   (3,142,051)
                                    --------- -----------    ------------    ----------    -----------    -----------    ----------
Balance December 31, 2008 ......         --   $      --        15,573,594    $   15,574    $ 5,353,072    $(5,150,262)   $  218,384
                                    =========  ==========    ============    ==========    ===========    ===========    ==========

            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>





<PAGE>
<TABLE>
                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<CAPTION>
                                                                12/31/08        12/31/07
                                                             ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>            <C>
Net income (loss) ........................................   $(3,142,051)   $    64,843
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:

   (Income) from discontinued operations .................      (849,466)    (1,048,979)
   Loss on disposal of discontinued operations ...........       923,856           --
   Loss on reduction of guarantee agreement ..............     1,388,667           --
   Allowance .............................................       280,000           --
   Deferred taxes ........................................        31,011           --
   Stock based compensation ..............................       426,000         91,208
   Stock based compensation - options ....................        51,700           --
   Change in fair value of derivative instruments ........     2,964,484           --
   Amortization of debt discount .........................    (2,920,000)          --

Changes in assets and liabilities
   Other assets ..........................................       (97,574)          --
   Accounts receivable ...................................          --           (1,480)
   Accounts payable ......................................       (44,551)       (28,309)
   Accrued expenses ......................................      (316,274)       342,693
   Prepaid expenses ......................................        52,050        (54,332)
   Deferred taxes ........................................          --          (31,011)
   Interest due to affiliate .............................          --          (21,219)
   Miscellaneous receivable ..............................       (36,709)          --
                                                             -----------    -----------
     Net cash flows used in continuing operations ........    (1,288,857)      (686,586)
     Net cash flows provided by discontinued operations ..       965,900        204,226
                                                             -----------    -----------
     Net cash flows provided by (used in) operations .....      (322,957)      (482,360)
                                                             -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES

   Cash acquired from sale of subsidiaries ...............     5,308,527           --
   Issuance of note receivable ...........................      (100,000)          --
   Proceeds (issuance) of note receivable ................       350,000       (350,000)
                                                             -----------    -----------
     Net cash provided by investing activities ...........     5,558,527       (350,000)
                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from line of credit ..........................       670,000        897,341
   Repayments Line of Credit .............................    (1,417,341)      (150,000)
   Proceeds from convertible debenture - related party ...       500,000           --
   Proceeds from convertible debenture ...................       100,000           --
   Repayment of convertible debenture - related party ....      (500,000)          --
   Repayment of convertible debenture ....................    (2,100,000)          --
   Purchase of treasury stock ............................    (1,200,000)          --
   Dividends paid ........................................    (1,090,151)          --
                                                             -----------    -----------
       Net cash provided by (used in) financing activities    (5,037,492)       747,341
                                                             -----------    -----------

Increase (decrease) in cash ..............................       198,078        (85,019)

Cash at beginning of period ..............................          --           85,019
                                                             -----------    -----------

Cash at end of period ....................................   $   198,078    $      --
                                                             ===========    ===========


            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.

</TABLE>


<PAGE>
                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

On June 20, 2008, GS EnviroServices, Inc. (the "Company") completed an Asset and
Stock Purchase Agreement (the "Agreement") with Triumvirate Environmental,  Inc.
("Triumvirate"). The Company sold substantially all of the assets of Enviro-Safe
and  100%  of  the  capital  stock  of  Enviro-Safe  (NE).  Triumvirate  assumed
responsibility for certain designated liabilities of Enviro-Safe,  including its
trade payables, accrued expenses, and certain identified executory contracts. As
a result of the Agreement,  the assets and liabilities of Enviro-Safe  Corp. and
Enviro-Safe  Corporation  (NE) have been presented as assets and  liabilities of
discontinued   operations  as  of  December  31,  2007  and  the  operations  of
Enviro-Safe and Enviro-Safe (NE) have been presented as discontinued  operations
in the  accompanying  consolidated  statements of operations for the years ended
December 31, 2008 and 2007.

2         CRITICAL ACCOUNTING POLICIES AND ESTIMATES

REVENUE RECOGNITION

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or determinable, and collection is reasonably assured.

The Company  provides  environmental  services that involve  transportation  and
disposal of industrial waste.  Revenues for the  transportation  and disposal of
waste using the Company as the transporter  that is disposed of at a third party
location  are  recognized  when the waste is  delivered  to the third  party for
processing  and  disposal.  Revenues  for the  transportation  and  disposal  of
industrial  waste  using a third  party  transporter  that is disposed of at the
third party  location  are  recognized  when the waste is delivered to the third
party location for processing and disposal.  Revenues for the transportation and
disposal of industrial  waste that is disposed of at the  Company's  facility is
recognized  when the Company has  received  the waste at its facility due to the
fact that the customer has no additional recourse and no additional services are
provided to the customer after the waste is received.

The Company provides  environmental services that involves the recycling of oily
wastes.  Revenues  for  disposal  of the waste is  recognized  when the waste is
received at the location for processing. Revenues for the disposal oily waste is
recognized  when the  Company  has  received  the waste due to the fact that the
customer has no additional  recourse and no additional  services are provided to
the  customer  after the waste is  received.  Once the oily  waste is  recycled,
revenue is recognized from the sale of the recycled oil at the time of delivery.

The  Company  also  provides  environmental  services  and  process  engineering
services on fixed priced contracts. These services are generally provided over a
short period of less than three months.  Revenue from fixed priced  contracts is
recognized  on a pro  rata  basis  over  the  life of the  contract  as they are
generally performed evenly over the contract period.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the  straight-line  method over the
estimated useful lives of the assets.  Leasehold improvements are amortized over
the lesser of the life of the lease or their estimated  useful lives.  Gains and
losses on depreciable  assets retired or sold are recognized in the consolidated
income   statement  in  the  year  of  disposal,   and  repair  and  maintenance
expenditures are expensed as incurred.  Property, plant and equipment are stated
at cost.  Expenditures for major renewals and improvements which extend the life
or usefulness of the asset are capitalized.

INCOME TAXES

Income taxes are  accounted for under the asset and  liability  method,  whereby
deferred income taxes are recorded for temporary  differences  between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and  liabilities  reflect the tax rates  expected to be in effect for
the  years in which  the  differences  are  expected  to  reverse.  A  valuation
allowance  is  provided  if it is more  likely  than not that some or all of the
deferred tax asset will not be realized.

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.
<PAGE>
FINANCIAL INSTRUMENTS

The carrying values of accounts receivable, other receivables, accounts payable,
and  accrued  expenses  approximate  their fair  values due to their  short term
maturities.

BASIC AND DILUTED EARNINGS PER SHARE ("EPS")

Basic  (loss)  earnings  per share is  computed  by  dividing  net income by the
weighted  average  common shares  outstanding  during a period.  Diluted  (loss)
earnings per share is based on the treasury stock method and includes the effect
from potential  issuance of common stock such as shares issuable pursuant to the
exercise of stock options,  assuming the exercise of all stock  options.  Common
share   equivalents   have  been  excluded  where  their   inclusion   would  be
anti-dilutive.  Potentially  future dilutive shares at December 2008 are 844,200
shares from the  conversions  of 844,200  outstanding  options and  warrants.  A
reconciliation  of the numerators and  denominators  of basic and diluted (loss)
earnings per share for the twelve  months ended  December 31, 2008  consisted of
the following:
<TABLE>
<CAPTION>
                                                                                    Twelve Months Ended
                                                                                    December 31, 2008
                                                                                    Basic         Dilutive
                                                                             ------------    -------------
<S>                                                                            <C>              <C>
Weighted average number of shares outstanding ....................             14,503,356       14,503,356
Common stock equivalent shares (treasury stock method)                                 --               --
                                                                             ------------    -------------
     Total weighted average and equivalent shares ................             14,503,356       14,503,356
                                                                             ============    =============
          Net loss (income) .............................................    $ (3,142,051)   $  (3,142,051)
                                                                             ============    =============
Earnings per share, basic and dilutive ..................................    $      (0.22)   $       (0.22)
                                                                             ============    =============
</TABLE>
CONCENTRATIONS

The Company  maintains cash balances with financial  institutions  that at times
may exceed the limits insured by the Federal Deposit Insurance Corporation. Cash
balances were not in excess of these limits at December 31, 2008.

STOCK BASED COMPENSATION

The  Company  accounts  for stock and stock  options  issued  for  services  and
compensation to employees under SFAS 123(R). For non-employees,  the fair market
value of the Company's  stock on the date of stock issuance or  option/grant  is
used.  The Company  determined the fair market value of the options issued under
the  Black-Scholes   Pricing  Model.   Under  the  provisions  of  SFAS  123(R),
share-based  compensation  cost is measured at the grant date, based on the fair
value  of the  award,  and is  recognized  as an  expense  over  the  employee's
requisite service period (generally the vesting period of the equity grant).

NEW ACCOUNTING PRONOUNCEMENTS

In March 2008, the Financial  Accounting Standards Board (FASB) issued Statement
of Financial  Accounting  Standard (SFAS) No. 161,  Disclosure  about Derivative
Instruments  and Hedging  Activities.  This  Statement  is an  amendment of FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
This Statement  requires enhanced  disclosures about an entity's  derivative and
hedging activities and thereby improves the transparency of financial reporting.

SFAS No. 161 is effective for financial  statements  issued for fiscal years and
interim  periods  beginning  after  November  15, 2008,  with early  application
encouraged.  Management does not expect the  implementation of this new standard
to have a  material  impact on the  Company's  financial  position,  results  of
operations and cash flows

In 2007, the Financial  Accounting  Standards  Board (FASB) issued  Statement of
Financial   Accounting   Standard   (SFAS)  No.  141  (revised   2007)  Business
Combinations.   This  Statement   replaces  FASB  Statement  No.  141,  Business
Combinations.  This  Statement  requires  an acquirer  to  recognize  the assets
acquired,  the  liabilities  assumed,  and any  non-controlling  interest in the
acquired at the acquisition date, measured at their fair values as of that date,
with limited  exceptions  specified in the Statement.  SFAS No. 141 (revised) is
effective  for business  combinations  for which the  acquisition  date is on or
after the beginning of the first annual  reporting  period beginning on or after
December 15, 2008.  Management  does not expect the  implementation  of this new
standard to have a material impact on the Company's financial position,  results
of operations and cash flows.

In February  2007,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standard  (SFAS) No. 159,  "The Fair Value
Option for Financial Assets and Financial Liabilities" including an amendment of
FASB  Statement No. 115 with respect to  improvement  of financial  reporting of
certain  investments  in debt and  equity  securities.  This  Statement  permits
<PAGE>
entities to choose to measure many financial instruments and certain other items
at fair value.  The  objective  is to improve  financial  reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities  differently without having to apply
complex hedge  accounting  provisions.  This Statement is expected to expand the
use of fair value  measurement,  which is consistent with the Board's  long-term
measurement objectives for accounting for financial instruments.

SFAS No. 159 is effective as of the beginning of the Company's first fiscal year
that  begins  after   November  15,  2007.   Management   does  not  expect  the
implementation  of this new standard to have a material  impact on the Company's
financial position, results of operations and cash flows.

3         DISCONTINUED OPERATIONS

On June 20,  2008,  the  Company  completed  an Asset  and Stock  Purchase  with
Triumvirate  Environmental,  Inc. (the "Agreement").  Pursuant to the Agreement,
the Company sold  substantially all of the assets of Enviro-Safe and 100% of the
capital  stock of  Enviro-Safe  (NE).  Triumvirate  assumed  responsibility  for
certain  designated  liabilities of  Enviro-Safe,  including its trade payables,
accrued expenses,  and certain identified executory contracts.  In addition, the
Company terminated its Environmental  Services and Management  Agreement entered
into with Olson's Greenhouses in 2007 as Triumvirate Environmental,  Inc. is not
engaged in the  marketing or collection  of waste oils in its  businesses.  As a
result  of  the  Agreement,   the  assets  and  liabilities  Enviro-Safe  Corp.,
Enviro-Safe   Corporation   (NE),  and  Olson's  are  presented  as  assets  and
liabilities  of  discontinued  operations  in the balance  sheet at 12/31/07 and
their operations through the date of sale have been presented as discontinued in
the accompanying consolidated statements of operations.

Principal  Terms of the  Transaction  and Purchase  Agreement  with  Triumvirate
Environmental

The  purchase  price for the assets was  $5,000,000  paid in cash on the closing
date  plus an  amount  equal  to the net  working  capital  of  Enviro-Safe  and
Enviro-Safe (NE) as of the closing date to be determined and paid  approximately
120 days  after the  closing.  A total of  $200,000  was held in escrow  pending
resolution of contingent liabilities.

During the month of September, 2008, Triumvirate paid the Company $308,527 equal
to the net working capital of Enviro-Safe and Enviro-Safe Corporation NE per the
agreement.  A total of $161,937 of accounts  receivable  was  excluded  from the
working  capital  calculation  per the terms of the  agreement.  The Company has
reclaimed these receivables and realized $65,001 in collections and reserved the
remaining $96,936 as of December 31, 2008.

An amount of $50,000  remaining from the $200,000 held in escrow was released to
the Company after resolution of contingent liabilities.  A total of $150,000 was
paid to the parties and the Company was fully released of all liabilities.

Below is an allocation of the proceeds:

   Purchase of treasury shares from YAGI                          $   1,000,000
   YAGI Convertible Debenture                                           888,889
   TD Banknorth line of credit                                          600,341
   Investor convertible debenture                                       100,000
   Related party convertible debentures                                 500,000
   YA Global 2.0 M share redemption                                     200,000
   Contingent Liabilities                                               150,000
   Interest and penalties                                               125,392
   Proceeds retained by the Company                                   1,743,905
                                                                  -------------
              Total purchase price                                $   5,308,527
                                                                  =============

In connection  with the sale of the company's  operations,  James F. Green,  the
Company's  President,  agreed  with the Company to rescind  the  transaction  in
February 2008 in which the Company sold 4,366,667  shares of its common stock to
Mr. Green for $200,000.  In addition,  the satisfaction of the Company's debt to
YA Global  Investments  resulted in the  cancellation of 6,266,666 shares of the
Company's  common stock.  The payment to YA Global  Investments of an additional
$200,000  resulted in the cancellation of an additional  2,000,000  shares.  The
results  of these  transactions  reduced  the  number of  outstanding  shares to
15,573,594.

For a period  of three  years  following  the  closing  date,  the  Company  and
Enviro-Safe agree (i) not to solicit any of the officers, directors,  executives
or employees of either Enviro-Safe or Enviro-Safe (NE) for employment,  (ii) not
to solicit the  customers of  Enviro-Safe  (NE) or  interfere  with the business
relationship between Triumvirate and Enviro-Safe (NE) and (iii) not to engage in
any business which is  competitive  with  Triumvirate  and its affiliates in New
York or New England.  Enviro-Safe also agreed to change its name to a name which
does not contain "Enviro-Safe."

As a result of the Agreement,  the assets and liabilities the Enviro-Safe Corp.,
Enviro-Safe   Corporation   (NE),  and  Olson's  are  presented  as  assets  and
liabilities  of  discontinued  operations in the December 31, 2007 balance sheet
and  their  operations  through  the date of the sale  have  been  presented  as
discontinued in the accompanying consolidated statements of operations.
<PAGE>
<TABLE>
The components of discontinued operations are as follows:
<CAPTION>
                                                                                  2008               2007
                                                                       ---------------    ---------------
<S>                                                                    <C>                <C>
Net revenues                                                           $     8,014,384    $    15,286,064
Cost of revenues                                                             5,706,293         10,962,181
                                                                       ---------------    ---------------
           Gross profit                                                      2,308,091          4,323,883

Selling, general and administrative expense                                  1,438,589          3,005,187
Other Expenses                                                                  20,036             45,847
                                                                       ---------------    ---------------
           Income from discontinued operations                         $       849,466    $     1,272,849
                                                                        ==============     ==============

Write off of Goodwill                                                  $   (4,431,320)    $            --
Loss on disposal of assets and liabilities                                 (1,736,379)                 --
Gain on sale of subsidiaries                                                 5,382,875                 --
Loss (gain) on equipment disposal                                            (139,032)             20,245
                                                                       ---------------    ---------------
           Total other income and expense                              $     (923,856)    $        20,245
                                                                       ===============    ===============
</TABLE>

4          LINE OF CREDIT

On May 31, 2007,  the Company closed on a Demand Line of Credit in the amount of
$1,000,000.  The principal  balance bears interest that fluctuates  based on the
prime lending rate. As of June 30, 2008, the rate was 5.0%. The line was secured
by all assets of the Company.

The  outstanding  line of credit balance of $600,341 and $2,187 was paid in full
from the  proceeds  of the  Asset  Stock  Purchase  Agreement  with  Triumvirate
Environmental.  In July  2008 the line of  credit  was  closed  and the  Company
received a release from all obligations.

5        NOTE RECEIVABLE

In November 2008, the Company received a note receivable of $100,000 in exchange
for  $100,000  cash.  The loan  carries a 5% per annum  interest  rate and is in
default. As of December 31, 2008 a full reserve has been taken against this note
receivable.

6         NOTE PAYABLE - AFFILIATE

On May 11,  2007,  the  Board  of  Directors  of GS  CleanTech  Corporation,  an
affiliate  company at that time,  elected to make a capital  contribution to the
Company.  As a result the  $585,156  inter  company  loan  balance  due from the
Company to GS CleanTech  was reduced to zero.  The total balance was credited to
additional  paid in capital.  On September  30, 2007,  the Board of Directors of
GreenShift  Corporation,  our parent corporation at that time, elected to make a
capital contribution to the Company. As a result the $513,580 inter-company loan
balance and accrued  interest of $62,817 due from the Company to GreenShift  was
reduced to zero. The total balance was credited to additional paid in capital.

7         CONVERTIBLE DEBENTURES

YA GLOBAL CONVERTIBLE DEBENTURE

On January 11, 2008, GS EnviroServices  entered into a Stock Purchase  Agreement
with GreenShift Corporation,  and a Securities Purchase Agreement with YA Global
Investments,  L.P. ("YAGI"). At the date of these agreements GreenShift owned 15
million shares of the common stock of GS EnviroServices, representing 53% of the
total  outstanding  shares.  In accordance to a  forbearance  agreement  between
GreenShift and YAGI, YAGI took possession of the 15 million shares.

On January  11,  2008,  the Company  issued a $2.0  million  dollar  convertible
debenture to YAGI and in exchange,  YAGI limited the Company's  liability  under
the Global  Guarantee  agreement to $1.5 million (see  Guarantees),  reduced the
principal balance of the debentures due to YAGI from GreenShift by $2.0 million,
and released  8,733,333 common shares of GS EnviroServices  to the Company.  The
Company  recorded the receipt of the 8,733,333  common shares as treasury stock,
based on the cost method in the amount of  $611,333.  Additionally,  the Company
allocated  $1,388,667 of the $2,000,000 debenture issued to the cost of reducing
our guarantee on the GreenShift debt.

YAGI was  issued  2.0  million  shares  of GS  EnviroService's  common  stock as
incentive  to enter  into  this  agreement.  The  convertible  debenture  issued
provided  that YAGI may  convert  the  accrued  interest  and  principal  on the
debenture into GS EnviroServices  common stock at a conversion rate equal to the
lesser of $.05 or 80% of the lowest  closing  bid price for the 30 trading  days
preceding  conversion.  The conversion  feature on this debenture due to YAGI is
variable based on trailing  market prices and contained an embedded  derivative.
$1.0  million of the  principal  was due on February  11,  2008.  The  remaining

<PAGE>

principal  was  payable  in  monthly  installments  of  $27,777  with the  final
principal  balance due on February  11, 2008.  Due to the embedded  derivative a
note  discount of  $2,000,000  and a  derivative  liability of  $2,050,000  were
recorded at the  assumption  date.  On February 11,  2008,  the Company paid the
$1,000,000  principal payment.  Interest accrued on the balance at 10% per annum
and was due  monthly.  On June 20,  2008,  the Company  completed an Asset Stock
purchase  with  Triumvirate  Environmental.  As of June 20, 2008,  the principal
balance was $888,883 principal and $3,204 of interest was accrued. The principal
and  interest  was  paid in full  directly  to YAGI  from  the  proceeds  of the
Triumvirate purchase. As of June 20, 2008, the derivative liability was adjusted
to market price. The derivative  liability and debt discount were written off as
of June  20,  2008  resulting  in an  accounting  gain of  $996,527  and loss of
$895,593 respectively.

GUARANTEES

In connection with the Securities Purchase Agreement entered into with YAGI, the
Company  entered  into a Letter  Agreement,  whereby,  the Company was given the
option to acquire the final 6,266,667 shares of GS  EnviroServices,  Inc. common
stock held by YAGI for $1.0 million on or before May 10,  2008.  In exchange for
the  redemption  of these  shares,  the  Company's  liability  under the  Global
Guarantee  agreement will be reduced to zero. On April 22, 2008,  YAGI signed an
amendment to the letter  agreement.  The amendment  provided for an extension of
the date for which the Company may acquire the common stock held by YAGI to July
31, 2008. The agreement also provided that YAGI will return the 2,000,000 shares
issued to them in January of 2008 in exchange for $200,000.  As compensation and
consideration  for YAGI to enter into this amendment,  the Company paid a fee in
the amount of five  thousand  dollars  $5,000.  On June 20,  2008,  the  Company
completed the Asset Stock purchase with Triumvirate Environmental. YAGI received
$1.2  million  directly  from the  proceeds  of the  transaction  releasing  the
8,266,667  shares of stock held by YAGI. The Company recorded the receipt of the
8,266,667  common  shares as  treasury  stock,  based on the cost  method in the
amount of $1,200,000.

OTHER CONVERTIBLE DEBENTURES

On February 11, 2008,  the Company  accepted  $800,000 from key employees and an
investor.  The  proceeds  were used to complete  the  $1,000,000  due to YAGI on
February 11, 2008.  The remaining  $200,000 was drawn from the Company's Line of
Credit.

On February  11,  2008,  GS  EnviroServices  accepted  loans from the  following
individuals:

          $400,000     James F. Green, President and CEO

          $100,000     Doris Christiani, Chief Financial Officer

          $100,000     Steven Powers, President, Enviro-Safe Corporation (NE)

          $100,000     Ross Hartman, President, Enviro-Safe Corporation

          $100,000     Private investor

On February 11, 2008,  Mr. Green  converted  $200,000 into  4,366,667  shares of
stock at  $0.045/share.  These  shares were issued  from the  recently  acquired
treasury  shares and resulted in a decrease to Additional Paid in Capital in the
amount  of  $105,667.  As  part  of the  Asset  Stock  Purchase  Agreement  with
Triumvirate  Environmental,  Mr.  Green  agreed to rescind the issuance of these
shares.  On June 20, 2008, Mr. Green returned the shares,  and in exchange,  the
Company  returned his original  $200,000  investment.  The Company  recorded the
receipt of the  4,366,667  common  shares as  treasury  stock  based on the cost
method, and increased Additional Paid in Capital in the amount of $105,667.

In  consideration  for  the  above  loans,  the  Company  issued  each  party  a
convertible  debenture for the face value on February 11, 2008.  The  conversion
price on the  debentures  is the lesser of $0.06 or eighty  percent (80%) of the
lowest closing bid price of the common stock during the thirty (30) trading days
immediately  preceding the conversion  date. The debentures bear interest at 10%
per annum, payable monthly. The principal balance is due and payable on February
11,  2010.  The  conversion  feature on these  debentures  is variable  based on
trailing  market  prices and contain  embedded  derivatives.  As a result of the
embedded derivative a $600,000 note discount and $800,000  derivative  liability
in aggregate were recorded at the assumption date. On June 20, 2008, the Company
completed an Asset Stock Purchase Agreement with Triumvirate Environmental.  The
note  holders  were  paid  an  aggregate  of  $600,000  principal  and  $120,000
pre-payment  penalties  directly  from the  proceeds.  As of June 20, 2008,  the
derivative  liability was adjusted to market price. The derivative liability and
debt  discount  were  written off as of June 20, 2008  resulting in an aggregate
accounting gain of $615,000 and a loss of $558,447 respectively.

On February 11, 2008, in  consideration  of their  investment in the Convertible
Debentures,  the holders of the  $600,000  convertible  debentures  were granted
600,000 warrants, which entitle the holders to purchase 600,000 common shares of
the Company at an exercise price of $0.10 per share,  and expire on February 11,
2018. In  accordance  with APB 14,  "Accounting  for  Convertible  Debt and Debt
issued with Stock Purchase  Warrants,"  $44,484,  representing the relative fair
value of the warrants at the issuance date, was allocated to additional  paid in
capital.
<PAGE>

8         EMBEDDED DERIVATIVES

In accordance with of SFAS No. 133,  "Accounting for Derivative  Instruments and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion  features  associated  with the  convertible  debentures (see note 7-
Convertible  Debentures)  are variable and contain an embedded  derivative  that
requires  bifurcation from their hosts contacts.  The company has recognized the
embedded  derivatives as a liability at the date the debentures were issued.  In
addition, at the initial date of issuance,  the Company recorded a debt discount
of $2,600,000.

9        COMMITMENTS AND CONTINGENCIES

In connection with the Asset Stock Purchase of Enviro-Safe Corp. and Enviro-Safe
Corporation  (NE),  $200,000 was withheld  from the  allocation  of the purchase
price. The $200,000 was held in an escrow account pending the outcome of several
contingent liabilities.  One liability concerned a third party complaint whereas
the  Company  was  one of a  number  of  named  defendants  for  response  costs
associated with the release from a Third Party Plaintiff  facility.  The Company
has  settled  this  matter  for  $80,000.  The  second  liability  involved  the
settlement  of a closure bond related to the  Company's  former TSDF facility in
Lowell, MA. The company has settled this matter for $70,000. The $50,000 balance
was returned to the Company in September 2008.

GUARANTEE AGREEMENT

On October 31, 2006  GreenShift,  the Company's  former  parent,  guaranteed the
following obligations:

     o    14-month  Term Note in the principal  amount of  $6,000,000  issued by
          NextGen Acquisition,  Inc., a subsidiary of GreenShift Corporation, to
          Stillwater Asset-Backed Fund, LP;

     o    3-year  Secured  Convertible  Debenture  in the  principal  amount  of
          $13,000,000  issued  by GS  AgriFuels  Corporation,  a  subsidiary  of
          GreenShift  Corporation,  to YA Global  Investments  LP (f/k/a Cornell
          Capital Partners, LP).

GreenShift's  guaranty was secured by a pledge of all its assets  including  the
assets of the Company.

On March 19, 2007, YA Global Investments LP and Stillwater Asset-Backed Fund, LP
consented to subordinate their security interests in the assets of Enviro-Safe
Corporation and Enviro-Safe Corporation (NE) to a credit facility with a bank
which was executed on May 31, 2007.

On January 11, 2008, GreenShift completed new financing which was secured by a
pledge of all its assets including the assets of GS EnviroServices. On January
11, 2008, the Company issued a $2.0 million dollar convertible debenture to YAGI
and in exchange, YAGI limited the Company's liability under a Global Guarantee
agreement to $1,500,000.

On June 20, 2008, the Company  completed an Asset Stock Purchase  Agreement with
Triumvirate Environmental.  A portion of the purchase price was paid directly to
YA Global  Investments to fully satisfy the Company's  liabilities.  The Company
has  been  released  from  the  guarantee  agreement  upon  satisfaction  of all
liabilities (see Note 3- Discontinued Operations for more details).

10       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>

The following is a summary of supplemental disclosures of cash flow information:
<CAPTION>
                                                                                        2008                2007
                                                                                --------------------------------
     Cash paid during the year for the following:
<S>                                                                             <C>                <C>
         Interest                                                               $     93,693       $      44,402
         Income taxes                                                               (10,900)             (4,940)
                                                                                ------------      --------------
                Total                                                                 82,793              39,462
                                                                                ============      ==============
     Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Issuance of convertible debenture for reduction of guarantee               $  1,388,667      $           --
     Purchase of treasury stock by issuance of convertible debenture                 611,333                  --
     Contribution of capital from debt and accrued interest due to affiliate              --           1,161,553
                                                                                ------------      --------------
     Total                                                                      $  2,000,000      $    1,161,553
                                                                                 ===========       =============
</TABLE>

11      RETIREMENT PLAN

The Company  maintained  a  retirement  plan  pursuant to Section  401(k) of the
Internal  Revenue Code for its  employees.  As of June 20, 2008, the Company has
terminated the plan.
<PAGE>

12      RELATED PARTY TRANSACTIONS

On February 11, 2008, GS  EnviroServices  accepted  loans from the following key
employees:

            $400,000     James F. Green, President and CEO

            $100,000     Doris Christiani, Chief Financial Officer

            $100,000     Steven Powers, President, Enviro-Safe Corporation (NE)

            $100,000     Ross Hartman, President, Enviro-Safe Corporation

On February 11, 2008,  Mr. Green  converted  $200,000 into  4,366,667  shares of
stock at  $0.045/share.  These  shares were issued  from the  recently  acquired
treasury  shares and resulted in a decrease to Additional Paid in Capital in the
amount  of  $105,667.  As part of the  Asset  Stock  purchase  with  Triumvirate
Environmental, Mr. Green agreed to rescind the issuance of these shares. On June
20, 2008, Mr. Green returned the shares,  and in exchange,  the Company returned
his  original  $200,000  investment.  The  Company  recorded  the receipt of the
4,366,667  common  shares  as  treasury  stock,  based  on the cost  method  and
increased Additional Paid in Capital in the amount of $105,667.

In  consideration  for  the  above  loans,  the  Company  issued  each  party  a
convertible  debenture for the face value on February 11, 2008.  The  conversion
price on the  debentures  is the lesser of $0.06 or eighty  percent (80%) of the
lowest closing bid price of the common stock during the thirty (30) trading days
immediately  preceding the conversion  date. The debentures bear interest at 10%
per annum, payable monthly. The principal balance is due and payable on February
11,  2010.  The  conversion  feature on these  debentures  is variable  based on
trailing  market  prices and contain  embedded  derivatives.  As a result of the
embedded derivative a $600,000 note discount and $800,000  derivative  liability
in aggregate were recorded at the assumption date. On June 20, 2008, the Company
completed an Asset Stock Purchase Agreement with Triumvirate Environmental.  The
note  holders  were  paid  an  aggregate  of  $600,000  principal  and  $120,000
pre-payment  penalties  directly  from the  proceeds.  As of June 20, 2008,  the
derivative  liability was adjusted to market price. The derivative liability and
debt  discount  were  written off as of June 20, 2008  resulting in an aggregate
accounting gain of $615,000 and a loss of $558,447 respectively.

On February 11, 2008, in  consideration  of their  investment in the Convertible
Debentures,  the holders of the  $600,000  convertible  debentures  were granted
600,000 warrants, which entitle the holders to purchase 600,000 common shares of
the Company at an exercise price of $0.10 per share,  and expire on February 11,
2018. In  accordance  with APB 14,  "Accounting  for  Convertible  Debt and Debt
issued with Stock Purchase  Warrants,"  $44,484,  representing the relative fair
value of the warrants at the issuance date, was allocated to additional  paid in
capital.

On May 11,  2007,  the  Board  of  Directors  of GS  CleanTech  Corporation,  an
affiliate  company at that time,  elected to make a capital  contribution to the
Company.  As a result the  $585,156  inter  company  loan  balance  due from the
Company to GS CleanTech  was reduced to zero.  The total balance was credited to
additional paid in capital.

On September  30, 2007,  the Board of Directors of GreenShift  Corporation,  our
parent corporation at that time,  elected to make a capital  contribution to the
Company.  As a result  the  $513,580  inter-company  loan  balance  and  accrued
interest of $62,817 due from the Company to GreenShift  was reduced to zero. The
total balance was credited to additional paid in capital.

During the year ended  December  31,  2008,  the Company paid $4,952 to R. Green
Management for services,  a company owned and operated by a relative of James F.
Green, President and CEO of the Company.

13             INCOME TAXES

The Company  provides  for income  taxes using the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.

The benefit  from income  taxes as of December  31, 2008 and  December  31, 2007
consisted of the following:

Current benefit: ....      2008     2007
                        -------   ------
Federal .............   $  --     $ --
State ...............    10,900    4,940
                                  ------
Total current benefit   $10,900   $4,940
                        =======   ======
<PAGE>

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning  strategies in making this assessment.  Based upon the level of
historical  taxable  income and  projections  for future taxable income over the
periods in which the deferred tax assets are deductible,  management believes it
is not likely that the Company  will  realize the  benefits of these  deductible
differences.

The Company's total deferred tax assets and valuation allowance is as follows:

     Total deferred tax assets          $  1,030,000      $    31,011
     Less valuation allowance             (1,030,000)             --
                                        -------------     -----------
     Net Deferred tax assets            $       --        $    31,011
                                        =============     ===========

As of December 31, 2008, the Company has available  approximately  $1,030,000 of
net  operating  loss  carry-forwards  which  may be used to reduce  both  future
federal  and  state  taxable  income  and  expire  in  December  2028  and  2013
respectively.

14        PREFEERED STOCK ISSUANCE

INCREASE IN AUTHORIZATION OF STOCK - PREFERRED STOCK

On March 7, 2008, GS EnviroServices' Board of Directors approved an amendment to
GS  EnviroServices'  Certificate  of  Incorporation  to increase the  authorized
capital stock to include,  with the  100,000,000  shares of common stock already
authorized,  1,000,000  shares of preferred stock, par value $.001per share. The
preferred  shares  will be  "blank  check"  shares,  meaning  that the  Board of
Directors  will have the  authority to  determine  the rights,  preferences  and
limitations  associated  with  the  shares,  without  having  to  seek a vote of
shareholders.  On March 7, 2008, the holder of a majority of the voting power of
the outstanding voting stock gave his written consent to the amendment. On April
28, 2008, the Secretary of State of the State of Delaware received the Amendment
with an effective  date of April 30, 2008. As of December 31, 2008,  the Company
did not have shares of preferred stock outstanding.

15        RETIREMENT OF TREASURY STOCK

On August 14,  2008,  the Board of Directors  of GS  EnviroServices  resolved to
retire 17 million  shares of  treasury  stock.  This  resulted in an increase to
Additional  Paid in Capital in the amount of  $1,794,333  and a reduction  of 17
million shares of common stock.  This reduced the  outstanding  shares of common
stock from 32,573,594 shares to 15,573,594 shares.

RESIGNATION AND APPOINTMENT - CHAIRMAN OF THE BOARD

On January 31, 2008 Kevin Kreisler resigned from his position as a member of the
Board of Directors of GS EnviroServices,  Inc. and from his position as Chairman
of the Board.  On the same day, James F. Green accepted  appointment to serve as
Chairman of the Board.

16        STOCKHOLDERS EQUITY

STOCK OPTIONS

The  Company  accounts  for stock and stock  options  issued  for  services  and
compensation by employees under SFAS 123 (R). For non-employees, the fair market
value of the Company's  stock on the date of stock issuance or  option/grant  is
used.  The Company  determined the fair market value of the options issued under
the  Black-Scholes   Pricing  Model.   Under  the  provisions  of  SFAS  123(R),
share-based  compensation  cost is measured at the grant date, based on the fair
value  of the  award,  and is  recognized  as an  expense  over  the  employee's
requisite service period (generally the vesting period of the equity grant).

On March 12, 2007, the Company issued  3,070,000 stock options to employees.  On
May 17,  2007 and  October 31,  2007 an  additional  200,000  and 200,000  stock
options were issued  respectively.  A total of 200,000 options were forfeited in
2007. In 2008, an additional 3,025,800 options were forfeited.  2,611,400 of the
shares were  forfeited  in  exchange  for  $116,500  with the  remaining  shares
forfeited  due to  termination  of  employment.  The  options  have a three year
vesting term and are  forfeitable  by the employee if  employment  is terminated
prior to vesting.  The options granted have a 5 year  contractual  life and will
vest 33.3% on each anniversary date of the grant until fully vested.

The fair value of the stock  options  granted was  $301,502.  Each stock  option
award  is  estimated  as of the  date  of  grant  using a  Black-Scholes  option
valuation model that uses the  assumptions  noted in the table below. To address
the lack of historical volatility data for the Company,  expected volatility has
been estimated based on volatilities of peer companies.  The risk-free  interest
rate for the  expected  term of the option is based on the U.S.  Treasury  yield
curve in effect at the time of grant.
<PAGE>

The following  weighted  average  assumptions were used in the fair market value
calculation:

Expected volatility                                      143%
Expected dividends                                        --
Expected term                                         5 years
Risk-Free interest rate                                 4.51%
<TABLE>
A summary of option activity as of December 31, 2008 is presented below:
<CAPTION>
                                                                                           Weighted Average
                                                               Weighted Average         Remaining Contractual
               Options                        Shares            Exercise Price             Term (in years)
----------------------------------------   --------------    ----------------------    --------------------
<S>                                           <C>                    <C>                         <C>
Outstanding at January 1, 2008                3,270,000              0.06                        3.67
   Granted                                           --               --                          --
   Exercised                                         --               --                          --
   Forfeited or expired                     (3,025,800)              0.06                        3.25
Outstanding at December 31, 2008                244,200              0.06                        3.19
                                           -------------    ----------------------    ---------------------
Exercisable at December 31, 2008                244,200              0.06                        3.19
                                           =============    ======================    =====================
</TABLE>

<TABLE>
A summary of the status of the Company's nonvested shares as of December 31,
2008 and changes during the period then ended is presented below:
<CAPTION>
              Nonvested Shares                               Shares          Weighted Average
                                                                               Exercise Price
---------------------------------------------     --------------------   --------------------
<S>                                                        <C>                         <C>
 Nonvested at January 1, 2008                              3,270,000                    0.06
    Granted                                                       --                     --
    Vested                                                   244,200                   0.06
    Forfeited                                            (3,025,800)                   0.06
                                                  --------------------   --------------------
 Nonvested at December 31, 2008                                   --                   0.06
                                                  ====================   ====================
</TABLE>
As a result of stock option forfeitures,  there is no unrecognized  compensation
related to stock  options  granted as of December 31, 2008.  Total  compensation
expense recognized during the period ended December 31, 2008 was $51,699.

WARRANTS

On February 11, 2008, in  consideration  of their  investment in the Convertible
Debentures,  the holders of the  $600,000  convertible  debentures  were granted
600,000 warrants, which entitle the holders to purchase 600,000 common shares of
the Company at an exercise price of $0.10 per share,  and expire on February 11,
2018. A summary of warrant activity as of December 31, 2008 is presented below:
<TABLE>
<CAPTION>
                                                                                          Weighted Average
                                                               Weighted Average         Remaining Contractual
              Warrants                       Shares             Exercise Price             Term (in years)
----------------------------------------   --------------    ---------------------     ---------------------
<S>                                          <C>                    <C>                          <C>
Outstanding at January 1, 2008                  --                   --                           --

   Granted                                   600,000                0.10                         9.91
   Exercised                                    --                   --                           --
   Forfeited or expired                        ---                   --                           --
Outstanding at December 31, 2008             600,000                0.10                         9.91
                                           ==============    ---------------------     ---------------------
Exercisable at December 31, 2008             600,000                0.10                         9.91
                                           ==============    =====================     =====================
</TABLE>

COMMON STOCK ISSUED FOR SERVICES

In December 2007, the Company accrued $286,000 for stock based  compensation for
key employees and consulting services performed in 2007. The $286,000 was listed
as a current liability on the balance sheet as of December 31, 2007. On February
1, 2008, the Company issued 4,400,000 shares of common stock.  These shares were
registered on Form S-8 in February of 2008 in accordance with the Securities Act
of 1933 of  securities to be offered to employees  pursuant to employee  benefit
plans.

COMMON STOCK ISSUED FOR MANAGEMENT AGREEMENT

On December 5, 2007,  the Company  entered  into an  environmental  services and
management agreement with Olson's  Greenhouses,  Inc. located in Raynham, MA. In
consideration  for this  agreement,  the  Company  has  issued to MC Green,  LLC
1,000,000 shares of GS EnviroServices, Inc. stock with a fair value of $100,000.
These shares are restricted and subject to the  requirements of SEC Rule 144. MC
Green,  LLC is a holding  Company  for land owned by Olson's  Greenhouses.  As a
result of the sale of the subsidiaries, the operations were discontinued and the
assets were written off in December 2008.
<PAGE>

17       RECLASSIFICATION

Certain items in the 2007 financial statements have been reclassified to conform
with the 2008 presentation. These reclassifications have no effect on the equity
or net loss as originally presented.

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

The  Company  conducted  an  evaluation  of  the  design  and  operation  of our
disclosure  controls  and  procedures,  as  defined  under  Rule  13a-15(e)  and
15d-15(e) under the Exchange Act of 1934, as amended (the `Exchange Act"), as of
December 31, 2008. The Company's disclosure controls and procedures are designed
(i) to ensure that  information  required to be  disclosed  by it in the reports
that it files or submits  under the Exchange  Act are  recorded,  processed  and
summarized and reported within the time periods specified in the SEC's rules and
forms  and (ii) to ensure  that  information  required  to be  disclosed  in the
reports the Company files or submits under the Exchange Act is  accumulated  and
communicated to its management,  including its Chief Executive Officer and Chief
Financial  Officer,  to allow timely decisions  regarding  required  disclosure.
Based on their  evaluation,  our Chief  Executive  Officer  and Chief  Financial
Officer have  concluded  that the Company's  disclosure  controls and procedures
were effective as of December 31, 2008 in alerting  management on a timely basis
to information required to be included in the Company's  submissions and filings
under the Act.

There was no change in the Company's  internal control over financial  reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended December 31, 2008 that has materially affected or
is reasonably  likely to materially  affect the Company's  internal control over
financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible  for  establishing  and maintaining
adequate internal control over financial reporting as is defined in Exchange Act
Rules  13a-15(f) and  15(d)-15(f).  The Company's  internal  control  system was
designed to provide reasonable assurance to the Company's  management,  Board of
Directors and  shareholders  regarding the preparation and fair  presentation of
the  Company's  published  financial  statements in  accordance  with  generally
accepted accounting principles.

A material weakness in internal controls is a deficiency in internal control, or
combination  of control  deficiencies,  that  adversely  affects  the  Company's
ability to initiate,  authorize,  record,  process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material  misstatement of the Company's annual or interim  financial  statements
that is more than  inconsequential  will not be prevented  or  detected.  In the
course of making our assessment of the  effectiveness of internal  controls over
financial  reporting,  we identified a material weakness in our internal control
over  financial  reporting.  This  material  weakness  consisted  of  inadequate
staffing and supervision within the bookkeeping and accounting operations of our
company.  The lack of employees  prevents us from segregating  duties within our
internal  control  system.  The  inadequate  segregation of duties is a weakness
because  it  could  lead  to  the  untimely  identification  and  resolution  of
accounting and  disclosure  matters or could lead to a failure to perform timely
and effective reviews.

Management  assessed the  effectiveness  of the Company's  internal control over
financial  reporting as of December 31, 2008,  using the Committee of Sponsoring
Organizations of the Treadway  Commission ("COSO") Internal Control - Integrated
Framework  as a  basis  for  our  assessment.  Based  on  the  results  of  this
assessment,  our Chief Executive  Officer and our Chief  Financial  Officer have
concluded  that  because of the above  condition,  our  internal  controls  over
financial reporting were not effective as of December 31, 2008.

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.




<PAGE>
                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name                 Age      Position
-------------------------------------------------------------------------------
James Green          55  Chief Executive Officer, Member of Board of Directors
Doris Christiani     49  Chief Financial Officer

James Green has been President of Enviro-Safe  Corporation since 2003. Mr. Green
also was GS CleanTech's President and Chief Executive Officer from February 2005
until  September  2005.  From 2003 until  February  2005 Mr. Green was the Chief
Operations  Officer for GS  CleanTech.  Until it was  acquired  by GS  CleanTech
Corporation  in  2003,  Mr.  Green  was the vice  president  and an owner of the
environmental  services division of R.M. Jones & Co., Inc. ("Jones").  Mr. Green
was formerly employed as the Chief Operations Officer for Heritage Environmental
Services,  and as Vice President for Laidlaw, Inc., where he was responsible for
what is now the chemical services division of Clean Harbors,  with 24 operations
in North America,  over 1500 employees and $200 million in revenue.  He has also
served as president of North East Solvents,  where he grew a $40 million company
from sales of $4 million  within four years  before  being  acquired by Laidlaw,
Inc. Mr. Green holds  undergraduate  and advanced  degrees in  biochemistry  and
medicinal  chemistry and has participated in executive MBA programs.  On January
31, 2008, Mr. Green accepted the position to serve as the Company's  Chairman of
the Board.

Doris Christiani, GS EnviroServices's Chief Financial Officer, has worked in the
environmental  industry for 15 years.  From 1992 to 2003, Ms. Christiani was the
Controller of Enviro-Safe Corporation,  a subsidiary of GS EnviroServices.  From
December 2003 until March 2007, Ms.  Christiani was employed as Controller of GS
CleanTech  Corporation.  On March 19,  2007,  GS CleanTech  Corporation  sold GS
EnviroServices  Inc. to TDS  (Telemedicine)  Inc. and  Subsidiary.  On that day,
Kevin  Kreisler  resigned  from his position as the  Company's  Chief  Financial
Officer and Doris Christiani was appointed to serve as Chief Financial  Officer.
Ms. Christiani has a bachelor's  degree, an undergraduate  degree in accounting,
and is currently attending the Executive MBA program at Suffolk University.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the  Company's  equity  securities,  to file reports of  ownership  and
changes in  ownership  with the  Securities  and  Exchange  Commission  ("SEC").
Officers,  directors,  and greater than 10 percent  stockholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file.

Based  solely on the  Company's  review of copies of such forms  received by the
Company,  the Company believes that during the year ended December 31, 2007, all
filing requirements applicable to all officers,  directors, and greater than 10%
beneficial stockholders were complied with.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We shall  indemnify  to the  fullest  extent  permitted  by,  and in the  manner
permissible  under  the laws of the  State of  Delaware,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a director or officer,  or served any other  enterprise as director,  officer or
employee at our request.  The board of  directors,  in its  discretion,  has the
power on behalf of our behalf to indemnify any person,  other than a director or
officer,  made a party to any action,  suit or  proceeding by reason of the fact
that he/she is or was one of our employees.

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

AUDIT COMMITTEE; COMPENSATION COMMITTEE; NOMINATING COMMITTEE

The  Board  of  Directors  does  not have an  audit  committee,  a  compensation
committee  or a  nominating  committee,  due to the fact that  there is only one
director. The Board of Directors also does not have an audit committee financial
expert, for the same reason.

<PAGE>

CODE OF CONDUCT AND ETHICS

The Company has adopted a written code of conduct and ethics that applies to all
directors,  and employees,  including the Company's principal executive officer,
principal financial officer,  principal accounting officer or controller and any
persons  performing  similar  functions.  The Company will provide a copy of its
code of ethics to any person without charge upon written request addressed to GS
EnviroServices, Inc., 590 South Street East, Raynham, MA 02767.

ITEM 11.    EXECUTIVE COMPENSATION

The following table sets forth all compensation,  whether from GS EnviroServices
or its  subsidiaries,  awarded to,  earned by, or paid to James  Green,  who was
Chief  Executive  Officer of GS  EnviroServices  from March 19, 2007 to date and
Chief Executive  Officer of Enviro-Safe  throughout the past three years,  Kevin
Kreisler,  who was Chief Executive Officer of GS EnviroServices  until March 19,
2007, and Doris  Christiani,  our Chief Financial  Officer.  There were no other
executive  officers  whose  total  salary  and bonus for the  fiscal  year ended
December 31, 2008 exceeded $100,000.
<TABLE>
<CAPTION>
                                                                 Stock         Option                Other
            James Green       Year       Salary      Bonus       Awards        Awards             Compensation
         -------------------- ------- -------------- -------- -------------- ------------- --------------------
                              <S>       <C>            <C>      <C>            <C>                    <C>
                              2008      $131,250       --          --            --                    --
                              2007      $175,000       --       $130,000         --                    --
                              2006      $151,375       --          --            --                    --

                                                                 Stock         Option                 Other
          Doris Christiani    Year     Salary       Bonus        Awards        Awards             Compensation
         -------------------- ------- ----------- ------------ ------------ --------------- -------------------
                              2008     $100,000        --           --            --                    --
                              2007     $100,000        --        $65,000        $22,484                 --
                              2006        --           --           --            --                    --
</TABLE>

EMPLOYMENT AGREEMENTS

The  Company  is  party to an  employment  agreement  with  James  Green,  which
agreement  calls for an annual base salary of  $175,000,  and  reimbursement  of
expenses,  use of a Company automobile,  periodic bonuses,  three weeks vacation
and  participation  in any employee  benefits  provided to all  employees of the
Company. Mr. Green is the President and CEO of GS EnviroServices.

The Company is party to an employment  agreement  with Doris  Christiani,  which
agreement  calls for an annual base salary of  $100,000,  and  reimbursement  of
expenses,  periodic  bonuses,  three weeks  vacation  and  participation  in any
employee  benefits  provided to all employees of the Company.  Ms. Christiani is
the Chief Financial Officer of GS EnviroServices, Inc.

EQUITY AWARDS

The following tables set forth certain  information  regarding the stock options
acquired by the executive officer named in the table above during the year ended
December 31, 2008 and those options held by the officers on December 31, 2008.
<TABLE>

                      Option Grants in the Last Fiscal Year
<CAPTION>

                              Number of       Percent of total                                Potential realizable
                              securities       options granted    Exercise                   value at assumed annual
                              underlying       to employees in      Price                     rates of appreciation
                            option granted       fiscal year      ($/share)    Expiration        for option term
  ------------------------ ------------------ ------------------- ------------ ------------ ----------- ---------------
<S>                             <C>                  <C>              <C>          <C>            <C>           <C>
             None                   --                 --               --           --            5%            10%
</TABLE>

The following  tables set forth certain  information  regarding the stock grants
received by the executive officer named in the table above during the year ended
December 31, 2008 and held by the officers unvested at December 31, 2008.
<TABLE>
<CAPTION>
                  Unvested Stock Awards in the Last Fiscal Year

                               Number of Shares That                        Market Value of Shares That
                                  Have Not Vested                                  Have Not Vested
---------------------- ---------------------------------------- ----------------------------------------
        <S>                              <C>                                           <C>
        None                             --                                             --
</TABLE>

<PAGE>
COMPENSATION OF DIRECTORS

James F. Green,  the sole member of the Board of Directors,  is compensated  for
his services as noted above.

EQUITY COMPENSATION PLAN INFORMATION
<TABLE>

The following table provides  information with respect to the equity  securities
that are authorized for issuance under our compensation  plan as of December 31,
2008:
<CAPTION>
                                                                                               Number of securities
                                                                                             remaining available for
                                   Number of securities to     Weighted average exercise      issuance under equity
                                   be issued upon exercise       price of outstanding           compensation plans
                                   of outstanding options,       options, warrants and        (excluding securities
                                   warrants and rights (a)              rights               reflected in column (a)
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                            <C>                        <C>
Equity compensation plans                     --                          --                            --
approved by security holders
Equity compensation plans not             3,270,000                      $0.06                      1,600,000
approved by security holders
Total                                     3,270,000                      $0.06                      1,600,000
</TABLE>

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED STOCKHOLDER MATTERS

The  following  table sets forth the number of shares of common  stock  owned by
each person who, as of the Record Date, owned  beneficially  more than 5% of the
outstanding  common  stock,  as well as the ownership of such shares by the sole
member of GS  EnviroServices'  Board of  Directors  and the shares  beneficially
owned by its officers and directors as a group.

Name and Address                    Amount and Nature of            Percentage
of Beneficial Owner               Beneficial Ownership(1)             of Class
-------------------               -----------------------            ---------
James F. Green                               7,968,540                   51.2%
14B Jan Sebastian Drive
Sandwich, MA 02563

All officers and directors as                8,968,540                   57.6%
a group (2 persons)

MC Green, LLC                                1,000,000                    6.4%
590 South Street East
Raynham, MA 02767
------------------------------
(1) Ownership is of record and beneficial unless otherwise noted.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT AUDITOR FEES

Fees for  professional  services  provided  by GS  EnviroServices's  independent
auditors, Rosenburg, Rich, Baker Berman and Company for the years ended December
31, 2008 and 2007 are as follows:

                                          2008             2007
                                 -------------------------------
Audit fees                      $       70,000    $      55,000
Audit-related fees                      15,000           15,000
Tax fees                                 5,000            5,000
Other fees                                  --               --
                                 --------------    -------------
       Total fees               $       90,000    $      75,000
                                ==============    =============

Audit fees consist of fees  related to GS  EnviroServices's  year end  financial
statements and review of GS EnviroServices  quarterly reports on Form 10QSB. Tax
fees consist of fees related to analysis of GS EnviroServices and preparation of
GS EnviroServices' United States federal, state, and local tax returns in 2008.

It is the  policy of GS  EnviroServices's  board of  directors  to  approve  all
engagements  of GS  EnviroServices's  independent  auditors  to render  audit or
non-audit services prior to the initiation of such services.
<PAGE>

                                     PART IV

ITEM 15.    EXHIBITS

The following are exhibits filed as part of the Company's Form 10-K for the
period ended December 31, 2008:

Exhibit Number

Description

3.1  Certificate  of  Incorporation  - filed as an  Appendix  to the  Definitive
     Information   Statement  on  Schedule  14C  filed  on  May  9,  2007,   and
     incorporated herein by reference.

3.2  Bylaws - filed as an  exhibit  to the  Current  Report on Form 8-K filed on
     June 13, 2007, and incorporated herein by reference.

10-a

31.1 Certification   of  Chief  Executive   Officer  pursuant  to  Exchange  Act
     Rules13a-15(e) and 15d-15(e).

31.2 Certification  of Chief  Financial  Officer  pursuant to Exchange Act Rules
     13a-15(e) and 15d-15(e).

32.1 Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.


                                   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.  GS
EnviroServices, Inc.

By:           /S/       JAMES F. GREEN
              ------------------------
                        JAMES F. GREEN
                        President, Chief Executive Officer

By:           /S/       DORIS CHRISTIANI
              --------------------------
                        DORIS CHRISTIANI
                        Chief Financial Officer


Date:                   March 31, 2009

In accordance  with the Exchange Act, this report has been signed below on March
31,  2009 by the  following  persons  on  behalf  of the  Registrant  and in the
capacities indicated.


/S/           JAMES F. GREEN
----------------------------
              JAMES F. GREEN
              Chief Executive Officer, Director

/S/           DORIS CHRISTIANI
-----------------------------
              DORIS CHRISTIANI
              Chief Financial Officer,
              Chief Accounting Officer