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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

                          COMMISSION FILE NO.: 0-33513



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


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

14B Jan Sebastian Drive, Sandwich, MA 02563                              02563
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(Address of principal executive offices)                            (Zip Code)


                                 (508) 888-5478
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               (Registrant's telephone number including area code

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

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

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

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

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

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

State issuer's revenues for its most recent fiscal year: $15,286,064

The  number of  outstanding  shares of  common  stock as of March 13,  2008 was:
32,573,578.  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 13, 2008 was $602,352.

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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                         Page No
Part I
<S>         <C>                                                                                             <C>
Item 1      Description of Business .........................................................................3
Item 2      Description of Properties........................................................................6
Item 3      Legal Proceedings................................................................................6
Item 4      Submission of Matters to a Vote of Security Holders .............................................6

Part II
Item 5      Market for Registrant's Common Equity and Related Stockholder Matters ...........................7
Item 6      Management's Discussion and Analysis ............................................................8
Item 7      Financial Statements ...........................................................................12
Item 8      Changes and Disagreements with Accountants on Accounting and Financial Disclosure ..............32
Item 8A     Controls and Procedures ........................................................................32

Part III
Item 9      Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance
             with Section 16(a) of the Exchange Act ........................................................34
Item 10     Executive Compensation .........................................................................35
Item 11     Security Ownership of Certain Beneficial Owners and Related Stockholder Matters ................36
Item 12     Certain Relationships and Related Transactions and Director Independence .......................36

Part IV
Item 13     Exhibits .......................................................................................37
Item 14     Principal Accountant Fees and Services .........................................................37

Signatures..................................................................................................38
</TABLE>










                                       2
<PAGE>

ITEM 1  DESCRIPTION OF BUSINESS


BUSINESS OVERVIEW

GS EnviroServices Inc. (f/k/a TDS  (Telemedicine),  Inc.) owns the following two
operating subsidiaries: Enviro-Safe Corporation and Enviro-Safe Corporation (NE)
(f/k/a  Jones  Environmental  Services  (NE),  Inc.),  hereinafter  referred  to
collectively as Enviro-Safe or the "Company".  These companies are environmental
management  companies  providing a variety of services to a broad client base in
both the  private  and  public  sectors.  We  conduct  business  throughout  the
northeastern  region  of  the  United  States  through  two  major  divisions  -
Transportation  and Disposal  Services and Field Services.  Services provided by
each division include:

o    Transportation  and  Disposal  Services  -  transportation,   distribution,
     recycling and disposal  services specific to the materials and processes of
     our clients, for a wide range of industrial wastes.

o    Field Services - remedial,  industrial  cleaning and other related services
     for our clients at their sites and facilities.

As of December 31, 2007 we operated out of six service  centers:  our Treatment,
Storage, and Disposal Facility (TSDF) in Lowell, Massachusetts;  management of a
recycling  permit  for the  recycling  of  on-specification  of oil and water in
Raynham,  Massachusetts,  our  field  service  operation  centers  in  Sandwich,
Massachusetts,   Smithfield,  Rhode  Island  and  Plainville,  Connecticut;  our
engineering and consulting center in Milford,  Massachusetts;  and our technical
services center also located in Plainville, Connecticut.

Enviro-Safe  is one of the  leading  providers  of safe,  environmentally  sound
hazardous waste management services in New England.  Quality field personnel and
flexible  service are the reasons for the growth of Enviro-Safe.  We now deliver
the following full range of services:

o    FACILITIES.  We operate a facility where we collect,  temporarily store and
     transport the waste to final recycling, treatment or disposal destinations.
     This  facility is one of only ten similar RCRA Part B permitted  facilities
     located in New  England.  A RCRA Part B permit is required for any facility
     which  accepts  hazardous  waste for  treatment  storage or disposal and is
     commonly referred to as treatment storage and disposal facility (TSDF). All
     RCRA TSDF's are  required to comply with  stringent  regulations  to ensure
     protection of health,  safety, and the environment.  The material collected
     at the  TSDF is  disposed  of at  third  party  incineration,  landfill  or
     wastewater  treatment  facilities.  Waste types processed or transferred in
     drums or bulk quantities include:

     o    Flammables, combustibles and other organics;
     o    Acids and caustics;
     o    Cyanides and sulfides;
     o    Items  containing  PCBs, such as utility  transformers  and electrical
          light ballasts;
     o    Solids and sludge;
     o    Other regulated wastes; and
     o    Non-hazardous industrial waste.

o    ENERGY  MANAGEMENT  SERVICES.  Enviro-Safe  recently  signed  a  management
     agreement with Olson's  Greenhouses,  Inc. located in Raynham,  MA. Olson's
     operates  225,000 square feet of  greenhouses,  60 (sixty) acres of outdoor
     production  and has a Class A  Recycling  Permit for the  recycling  of one
     million gallons per year of  on-specification of oil and water. The Company
     has a ground lease at the Raynham  location where it has located  equipment
     used to  process  the oily  wastes.  Oil and  Oil/water  is  shipped to the
     Raynham  location for processing.  The recycled oil is then sold to Olson's
     Greenhouses where it is used to heat the Greenhouses.

o    LAB PACK  SERVICES.  Enviro-Safe  provides all the  resources  necessary to
     safely package,  remove and dispose of aged chemical inventories,  expired,
     surplus or waste chemicals,  reactives,  and laboratory waste.  Enviro-Safe
     personnel identify and classify different wastes and prepare a custom waste
     management program to meet the needs of its clients.  Enviro-Safe's  highly
     qualified  and degreed  chemists  will process all waste  according to DOT,
     EPA, and disposal facility requirements. Acceptable waste is shipped to our
     Part-B permitted TSDF facility in Lowell,  MA. After processing,  the waste
     is  transported  for final  disposal  and/or  treatment  to an  Enviro-Safe
     approved hazardous waste facility.

o    HOUSEHOLD  HAZARDOUS  WASTE.  Enviro-Safe  is one of New England's  largest
     organizations  committed to  effective  management  of household  hazardous
     wastes.  Enviro-Safe  performed over 150 collection  programs over the past
     four years and currently operates three permanent collection centers in New

                                       3
<PAGE>

     England.  Enviro-Safe's  program  emphasizes  working with  communities  to
     design a program  that will meet  individual  needs.  Our project  managers
     visit  each site to ensure  that the site is set up in the  safest and most
     efficient design possible.  Traffic flow patterns are developed to decrease
     waiting time for participants.  Enviro-Safe's  program focuses on providing
     cost  effective,   safe  and  efficient  collection   programs.   Waste  is
     consolidated to reduce the number of drums for disposal.

o    REMEDIATION  SERVICES.  Enviro-Safe  Field  Services  offers  comprehensive
     environmental  contracting services to a wide variety of clients within the
     commercial,  industrial,  engineering and municipal markets. Our key senior
     staff is able to provide  accurate and reliable  information to our clients
     from  the  design  phase of a  project  through  completion.  Enviro-Safe's
     expertise  in  Field  Services  enables  us  to  formulate   cost-effective
     solutions for our clients while completing projects safely and compliantly.
     Our services include:

     o    Remediation Construction;
     o    PCB Management & Disposal;
     o    Petroleum Equipment Construction; and
     o    Environmental Construction.
     o    Emergency response;
     o    Tank cleaning and removal; and
     o    Vacuum truck services.

o    ENGINEERING  AND  CONSULTING  SERVICES.  Enviro-Safe  provides  a range  of
     engineering  and consulting  services in compliance  with federal and state
     waste  site  cleanup  laws  and  regulations.  Our  licensed,   experienced
     engineers  and  technicians  provide a variety of  services  to our clients
     including:

     o    Site Assessment;
     o    Soil and Groundwater Remediation;
     o    LSP Services;
     o    Phase I and II Site Assessments;
     o    RCRA Reporting;
     o    Environmental remediation; and
     o    Asbestos abatement.

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 industrial waste management  services subject us to potential  environmental
liability.

Our business of  rendering  services in  connection  with  management  of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages.  Such  liability  could  involve,  without  limitation,  claims for
clean-up  costs,  personal injury or damage to the environment in cases in which
we are held  responsible for the release of hazardous  materials;  and claims of
employees,  customers,  or third parties for personal  injury or property damage
occurring in the course of our operations.

We could  also be  deemed a  responsible  party  for the  cost of  cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

Our  business is subject to  extensive,  evolving,  and  increasingly  stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste.

We must obtain and maintain permits,  licenses and/or approvals to conduct these
activities in compliance with such laws and  regulations.  Failure to obtain and
maintain the required  permits,  licenses  and/or  approvals  would result in an
inability  to  operate  certain  of our  assets  and  significantly  impair  our
financial  condition.  If we are unable to maintain our currently  held permits,
licenses,  and/or  approvals or obtain any additional  permits,  licenses and/or
approvals which may be required as we expand our operations,  we may not be able
to continue certain of our operations.

Changes in environmental  regulations and enforcement  policies could subject us
to  additional  liability  which could  impair our  ability to continue  certain
operations due to the regulated nature of our operations.

                                       4
<PAGE>

Because the  environmental  industry  continues  to develop  rapidly,  we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.

As our operations expand, we may be subject to increased  litigation which could
significantly  impair our ability to operate and our future financial results by
causing the Company to expend  significant  amounts of time,  effort,  money and
focus matters not directly related to our operations and expansion.

Our  operations  are regulated by numerous laws  regarding  procedures for waste
treatment,  storage,  recycling,  transportation and disposal activities, all of
which may provide the basis for  litigation  against  us. In recent  years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured against,  could impair our ability to
fund  our  operations.  Protracted  litigation  would  likely  cause us to spend
significant  amounts  of our time,  effort and money.  This  could  prevent  our
management from focusing on our operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

Our business exposes us to various risks, including claims for causing damage to
property and injuries to persons who may involve  allegations  of  negligence or
professional errors or omissions in the performance of our services. Such claims
could be  substantial.  We believe  that our  insurance  coverage  is  presently
adequate  and similar to, or greater  than,  the  coverage  maintained  by other
companies  in the industry of our size.  If we are unable to obtain  adequate or
required  insurance coverage in the future or, if our insurance is not available
at  affordable   rates,  we  would  violate  our  permit  conditions  and  other
requirements of the  environmental  laws,  rules and regulations  under which we
operate.  Such  violations  would  render us unable to  continue  certain of our
operations.  These events would result in an inability to operate certain of our
assets and significantly impair our financial condition.

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

Acquisitions are a component of the Company's growth strategy.  Accordingly, the
Company's  performance  will  be  impacted  by its  ability  to  integrate  such
acquisitions  into the  Company's  existing  business.  Our ability to grow will
require us to effectively manage our collaborative  arrangements and to continue
to improve our operational,  management, and financial systems and controls, and
to successfully  train,  motivate and manage our employees.  If we are unable to
effectively  manage our growth, we may not realize the expected benefits of such
growth,  and  such  failure  could  result  in lost  sales  opportunities,  lost
business,  difficulties  operating our assets and could therefore  significantly
impair our financial condition.

We may have difficulty integrating our recent acquisitions into our existing
operations.

Acquisitions  will involve the  integration  of companies  that have  previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.

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

Our success depends on the  contributions  of our key management,  environmental
and engineering personnel. The loss of these officers could result in lost sales
opportunities,  lost business,  difficulties operating our assets,  difficulties
raising additional funds and could therefore  significantly impair our financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render  certain  services.  We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

If environmental regulation or enforcement is relaxed, the demand for our
services will decrease.

The demand for our services is substantially dependent upon the public's concern
with,  and the  continuation  and  proliferation  of,  the laws and  regulations

                                       5
<PAGE>

governing  the  treatment,  storage,  recycling,  and disposal of hazardous  and
non-hazardous  waste. A decrease in the level of public  concern,  the repeal or
modification  of  these  laws,  or any  significant  relaxation  of  regulations
relating to the treatment,  storage,  recycling, and disposal of hazardous waste
would  significantly  reduce the demand for our  services  which could result in
lost sales  opportunities and lost business,  which could in turn  significantly
impair our  ability to operate as well as our  financial  condition.  We are not
aware of any current  federal or state  government or agency  efforts in which a
moratorium or  limitation  has been, or will be, placed upon the creation of new
hazardous waste regulations that would have an adverse effect on us.

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 2.  DESCRIPTION OF PROPERTIES

The Company's corporate headquarters is located in Sandwich,  Massachusetts. The
Company  leases  properties  in  Sandwich,  Massachusetts  which house our field
services  operations  and  administrative   offices.   The  lease  in  Sandwich,
Massachusetts terminates in May of 2009 with a five year option for renewal. The
monthly  lease payment for the Sandwich  location is $1,575 per month.  We lease
office  space  in  Milford,   Massachusetts  which  houses  our  consulting  and
engineering group. The lease in Milford,  Massachusetts terminates in June 2010.
The monthly lease payment for the Milford  location is $1,800 per month.  In May
of 2007, we added a new field service location in Smithfield,  Rhode Island. The
monthly  lease  payment  for the  Smithfield  location  is $2,600  per month and
terminates in June 2008. We lease office space in Plainville, Connecticut, which
houses our technical  services group. The Plainville,  Connecticut lease is on a
month to month basis.  The monthly lease payment for the Plainville  location is
$2,999 per month. In December, 2007, we entered into a ground lease agreement at
Olson's  Greenhouses  in  Raynham,  Massachusetts.   This  location  houses  our
equipment as part of our most recent agreement with Olson's  Greenhouses for the
management of a Class A Recycling  Permit for the recycling of  on-specification
of oil and water.  The  monthly  lease is $6,000 for the  Raynham  location  and
terminates in December 2010 with an option to continue yearly thereafter. We own
property in Lowell,  Massachusetts,  the location of our Treatment,  Storage and
Disposal Facility (TSDF).

ITEM 3.  LEGAL PROCEEDINGS

None

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

None.

                                       6
<PAGE>



                                     PART II

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

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.

--------------------------------------------------------------------------------
Period                                                   High               Low
--------------------------------------------------------------------------------
2007 Fourth Quarter ..........................            0.16             0.05
2007 Third Quarter ...........................            0.18             0.07
2007 Second Quarter ..........................            0.30             0.08
2007 First Quarter ...........................            0.45             0.10

2006 Fourth Quarter ..........................            0.75             0.05
2006 Third Quarter ...........................            0.70             0.10
2006 Second Quarter ..........................            0.79             0.22
2006 First Quarter ...........................            1.00             0.25


Title of Class                         Approximate Number of Holders
                                       of Record as of March 14, 2008
Common Stock, 0.001 par value                        92


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

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

SALE OF UNREGISTERED SECURITIES

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

REPURCHASE OF EQUITY 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 2007.



                                       7

<PAGE>



ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

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 2008.

OVERVIEW

GS EnviroServices Inc. (f/k/a TDS  (Telemedicine),  Inc.) owns the following two
operating subsidiaries: Enviro-Safe Corporation and Enviro-Safe Corporation (NE)
(f/k/a Jones Environmental  Services (NE) Inc.) hereinafter known as Enviro-Safe
or  the  "Company".  These  companies  are  environmental  management  companies
providing a variety of  services to a broad  client base in both the private and
public sectors.  We conduct business  throughout the northeastern  region of the
United States and our services include:

     o    Environmental Services - transportation,  distribution,  recycling and
          disposal  services  specific to the  materials  and  processes  of our
          clients for a wide range of industrial wastes.

     o    Field  Services -  remedial,  industrial  cleaning  and other  related
          services for our clients at their sites and facilities.

As of December 31, 2007 we operated out of six service  centers:  our treatment,
storage, and disposal facility (TSDF) in Lowell, Massachusetts;  management of a
recycling  permit  for the  recycling  of  on-specification  of oil and water in
Raynham,  Massachusetts,  our  field  service  operation  centers  in  Sandwich,
Massachusetts,   Smithfield,  Rhode  Island  and  Plainville,  Connecticut;  our
engineering and consulting center in Milford,  Massachusetts;  and our technical
services center also located in Plainville, Connecticut.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  preparation of our financial  statements  requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses, and related disclosures of contingent  liabilities.  The following are
the areas that we believe  require the greatest amount of judgments or estimates
in the preparation of the financial statements: revenue allowance, allowance for
doubtful  accounts,  testing  long-lived  assets and  goodwill  for  impairment,
insurance expense, legal matters, and provision for income taxes.

Allowance for Doubtful Accounts. We establish an allowance for doubtful accounts
to cover accounts  receivable that may not be collectible.  In establishing  the
allowance for doubtful accounts,  we analyze the collectibility of accounts that
are large or past due. In addition, we consider historical bad debts and current
economic  trends in evaluating  the allowance  for doubtful  accounts.  Accounts
receivable  written off in  subsequent  periods can differ  materially  from the
allowance  for  doubtful  accounts  provided,  but  historically  the  Company's
provision has been adequate.

Long-Lived  Assets.  We  periodically  evaluate  the  net  realizable  value  of
long-lived  assets,  including  property,  plant and equipment  and  amortizable
intangible assets,  relying on a number of factors including  operating results,
business plans,  economic  projections and anticipated  future cash flows.  When
indicators  of  potential  impairment  are present,  the carrying  values of the
assets are  evaluated in relation to the  operating  performance  and  estimated
future undiscounted cash flows of the underlying business.  An 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.  Fair  values  are based on  assumptions
concerning  the amount and timing of  estimated  future  cash flows and  assumed
discount rates, reflecting varying degrees of perceived risk.

Goodwill.  Goodwill  is  assessed  for  impairment  at  least  annually  and  as
triggering  events  occur.  In making this  assessment,  management  relies on a
number  of  factors  including  operating  results,   business  plans,  economic
projections, and anticipated future cash flows. There are inherent uncertainties
related to these  factors and  management's  judgment  in  applying  them to the
analysis of goodwill impairment.

                                       8
<PAGE>

Provision for Income Taxes. We are required to estimate the provision for income
taxes,  including  the current tax expense  together  with  assessing  temporary
differences  resulting from differing  treatments of assets and  liabilities for
tax and  financial  accounting  purposes.  These  differences  together with net
operating  loss carry  forwards  and tax  credits are  recorded as deferred  tax
assets or liabilities on the balance sheet.  An assessment  must then be made of
the  likelihood  that the  deferred  tax assets  will be  recovered  from future
taxable  income.  In the event that we determine that it is more likely than not
that the deferred  asset will not be  utilized,  a valuation  allowance  will be
established.

SEGMENT INFORMATION

We have two reportable segments:  transportation and disposal services and field
services.  Information  as to the  operations  of our two  segments is set forth
below based on the nature of the offerings. No single customer accounted for 10%
or more of our total  revenue for the twelve  months ended  December 31, 2007 or
2006.
                                   Transportation
Twelve months ended:  Corporate      &   Disposal   Field Services        Total
--------------------------------------------------------------------------------
December 31, 2007
  Revenue ........   $       --      $ 10,002,911   $  5,283,153   $ 15,286,064
  Operating Income     (1,182,398)        941,849        376,846        136,297
  Total Assets ...   $  4,879,398    $  2,987,398   $  1,691,685   $  9,558,482

December 31, 2006
  Revenue ........   $       --      $ 10,229,276   $  3,690,563   $ 13,919,839
  Operating Income     (1,340,926)        880,672        224,442       (235,812)
  Total Assets ...   $  4,082,950    $  2,938,566   $  1,053,764   $  8,075,280

RESULTS OF OPERATIONS

Year Ended December 31, 2007 versus Year Ended December 31, 2006

REVENUE

Revenues  increased  $1,366,226  for the twelve months ended  December 31, 2007,
compared to the twelve months ended December 31, 2006, as follows:
<TABLE>
<CAPTION>

           Twelve Months Ended
         December 2007 and 2006                   2007                 2006             Change          % Change
------------------------------------------ -------------------- ------------------- ---------------- -----------
<S>                                            <C>                 <C>                <C>                 <C>
                 Revenue                       $15,286,064         $13,919,838        $1,366,226          9.8%
</TABLE>

The  Company's  expansion  efforts in field  services  have  contributed  to the
increase in revenue.  In April of 2007, the Company completed the acquisition of
the Remedial  Construction Group of Vertex Engineering (see acquisitions).  This
group  accounted for increased  revenues of  approximately  $960,000  during the
twelve  months  ended   December  31,  2007.   Also  during  this  period,   the
transportation  and  disposal  division  completed a large scale  project  which
accounted  for $225,000 of revenue.  In December of 2007,  the Company  signed a
management  agreement  with Olson's  Greenhouses.  Revenues from this  agreement
totaled $12,759 in the month of December. In addition, the Company has increased
their sales efforts to promote our increased field services capabilities through
our existing client base.

COST OF REVENUE

Cost of revenue  decreased  2.0% as a percentage  of sales for the twelve months
ended December 31, 2007,  compared to the twelve months ended December 31, 2006,
as follows:
<TABLE>
<CAPTION>

      Twelve Months Ended                                                                              % Revenue
     December 2007 and 2006             2007          % Revenue          2006         % Revenue         Change
--------------------------------- ----------------- --------------- --------------- --------------- ------------
<S>                                 <C>                 <C>          <C>                <C>             <C>
        Cost of Revenue             $10,962,181         71.7%        $10,265,914        73.7%           (2.0%)
</TABLE>

During the twelve  months  ended  December  31,  2007,  the  Company  has seen a
decrease in cost of sales.  Management  has continued  efforts to better utilize
our internal resources  resulting in a lower cost of revenue.  Additionally,  we
are in the business of  transporting  wastes and rising fuel costs have impacted
our cost of sales.  Management is working to make  adjustments to compensate for
the rise in fuel costs.

Included  within cost of revenue is  depreciation  and  amortization  expense of
$284,268 and $233,347 for the twelve months ended  December 31, 2007,  and 2006,
respectively.  Depreciation and amortization  expense  increased by $50,921 over
the same  period in 2006.  This is  related  to assets  acquired  as part of the
acquisition completed in May of 2007, equipment purchased as part of the Olson's
management  agreement,  and  capital  expenditures  to  upgrade  and  expand our
operations.

                                       9
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE

SG&A expenses  increased $297,849 for the twelve months ended December 31, 2007,
as compared to the corresponding period for 2006, as follows:
<TABLE>
<CAPTION>

      Twelve Months Ended                                                                              % Revenue
     December 2007 and 2006             2007          % Revenue          2006         % Revenue         Change
--------------------------------- ----------------- --------------- --------------- --------------- ------------
<S>                                  <C>                <C>           <C>               <C>             <C>
          SG&A Expense               $4,187,585         27.4%         $3,889,736        27.9%           (0.5%)
</TABLE>

The  increase in SG&A costs is related to the  opening of two new field  service
locations  and  issuance of stock  based  compensation.  In January of 2007,  we
opened our field  service  center in  Plainville,  Connecticut.  We completed an
acquisition in May of 2007 and subsequently  opened our new field service center
in  Smithfield,  Rhode Island.  In addition,  stock based  compensation  in 2007
totaled  $377,208  compared to  $150,000 in 2006.  Included in the SG&A costs in
2006 were organizational costs related to the reverse merger (see acquisitions).

INTEREST EXPENSE

Interest expense has increased  $32,472 for the year ended December 31, 2007, as
compared to the corresponding periods of 2006.

                                                   Twelve Months Ended
                                         ---------------------------------------
                                           2007            2006          Change
                                         ---------------------------------------
Vehicle Obligations ...............        $45,847        $42,028        $ 3,819
Line of Credit ....................        $21,661           --          $21,661
Affiliate Interest ................        $30,612        $23,690        $ 6,992

On September 30, 2007, the Board of Directors of GreenShift Corporation 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 twelve months ended December 31, 2007 and 2006
was $30,612 and $23,690 respectively.

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 $21,661 for the twelve months ended  December 31, 2007.  The Company did not
have a Line of Credit in 2006.

The Company paid $45,847 and $42,028 of interest on vehicle loans in the twelve
months ended 2007 and 2006 respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities produced $400,295 of cash in 2007 as compared
to ($9,904) cash used in 2006.  The Company's  capital  requirements  consist of
general working capital needs and planned  capital  expenditures.  The Company's
capital resources consist primarily of cash generated from operations and a line
of credit.  At December  31, 2007 the  Company had cash of  $241,572.  This cash
represents  a decrease of $23,735  from the cash  available  as of December  31,
2006.

Non-cash  adjustments  recorded for the twelve  months  ended  December 31, 2007
totaled $561,992 and consisted of ($16,205) in allowance for bad debt,  $377,208
in  stock  based  compensation,   ($73,365)  in  deferred  taxes,   $284,268  in
depreciation and amortization,  $10,181 in unrealized gain on investment,  and a
($20,095) gain from equipment sales.

Accounts  receivable  at  December  31,  2007,  net of  allowance  for  doubtful
accounts,  totaled $2.6  million,  an increase of $0.4 million from the December
31, 2006 balance of $2.2 million.  Accounts payable at December 31, 2007 totaled
$1.8 million,  an increase of $0.2 million from the December 31, 2006 balance of
$1.6 million.  Accrued  expenses at December 31, 2007 totaled $0.4  million,  as
compared to the December 31, 2006 balance of $0.6 million.

The Company had a negative  working capital  position of $213,736 as of December
31, 2007 as compared to a negative  working  capital  position of $405,933 as of
December 31, 2006.  The Company  produced  profits  before  provision for tax of
approximately $59,903 during the twelve months ended December 31, 2007.

                                       10
<PAGE>

CASH FLOWS FOR 2007

The following is a summary of the Company's significant contractual cash
obligations for the periods indicated that existed as of December 31, 2007.
Information regarding these obligations is more fully disclosed in the Notes to
the Consolidated Financial Statements.
<TABLE>
<CAPTION>

Years Ended December 31,                   2007          2008         2009         2010          2011         Total
------------------------           ------------  ------------  -----------  -----------  ------------ -------------
<S>                                <C>           <C>           <C>          <C>          <C>          <C>
Long and short term debt           $    927,277  $    113,647  $   113,716  $    58,447  $     20,193 $   1,233,280
Operating leases                        130,239       107,835       82,800           --            --       320,874
                                   --------------------------  -----------  -----------  ------------ -------------
Total contractual cash obligations $  1,057,516  $   221,482   $   196,516  $    58,447  $     20,193 $   1,554,154
</TABLE>

STOCKHOLDER MATTERS

Stockholders'  equity was $5.7  million at December 31, 2007 as compared to $4.3
million at December 31, 2006.

OFF BALANCE SHEET ARRANGEMENTS

On  January  25,  2008,  the  Company  was  party  to a  $10  million  financing
arrangement  involving  GreenShift  Corporation,  which  was then  its  majority
shareholder,  and YA Global Investments,  LP (formally Cornell Capital Partners,
LP). The Company and all other affiliates of GreenShift  guaranteed the debt and
other  existing  debts of GreenShift  and  affiliates to YA Global  Investments.
However,  pursuant to a Side Letter  Agreement  dated  January 11, 2008,  the GS
EnviroServices  Corporation  guarantee  was  capped at  $1,500,000  (see Note 18
("Subsequent  Events") to the Consolidated  Financial  Statements s for complete
details).








                                       11
<PAGE>



ITEM 7.          FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                                                                                     Page No
FINANCIAL STATEMENTS

<S>                                                                                                      <C>
Report of Independent Registered Public Accounting Firm...................................................13

Consolidated Balance Sheets ..............................................................................15

Consolidated Statements of Operations ....................................................................16

Consolidated Statements of Stockholders' Equity...........................................................17

Consolidated Statements of Cash Flows.....................................................................18

Notes to Consolidated Financial Statements ............................................................19-32
</TABLE>



























                                       12
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS (continued)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








































                                       13
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We have audited the accompanying balance sheet of GS EnviroServices,  Inc. as of
December 31, 2007, and the related statements of income,  stockholders'  equity,
and cash flows for each of the years in the two-year  period ended  December 31,
2007. 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  audit  provides  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, 2007, and the results of its operations and its cash flows for each
of the years in the two-year  period ended December 31, 2007 in conformity  with
accounting principles generally accepted in the United States of America.

                                       /s/Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
March 10, 2008


                                       14
<PAGE>



                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2007

ASSETS:                                                              12/31/07
                                                                   ------------
Current assets:
   Cash .........................................................   $   241,572
   Accounts receivable, net .....................................     2,556,696
   Loan due from affiliate ......................................       351,480
   Deferred taxes ...............................................        79,647
   Prepaid expenses and other current assets ....................        59,432
                                                                    -----------
       Total current assets .....................................     3,288,827

Property and equipment, net .....................................     1,443,292

Other Assets:
   Deposits .....................................................       119,156
   Permits, net .................................................       167,410
   Other Assets .................................................        97,222
   Deferred taxes ...............................................        11,256
   Goodwill, net ................................................     4,431,319
                                                                    -----------
       Total other assets .......................................     4,826,363
                                                                    -----------

TOTAL ASSETS ....................................................   $ 9,558,482
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable .............................................   $ 1,831,988
   Accrued expenses .............................................       387,510
   Accrued stock based compensation .............................       286,000
   Income tax payable ...........................................        69,788
   Line of credit ...............................................       747,341
   Current maturities of long-term debt .........................       179,936
                                                                    -----------
       Total current liabilities ................................     3,502,563
                                                                    -----------

Long Term Debt, net of current
   Long-term debt, net of current maturities ....................       306,003
                                                                    -----------
       Total long term liabilities ..............................       306,003
                                                                    -----------

       Total liabilities: .......................................     3,808,566
                                                                    -----------

Stockholders' equity:
   Common stock, $.001 par value, 100,000,000 shares authorized
   26,185,000 shares issued and outstanding .....................        26,185
   Additional paid-in capital ...................................     6,631,611
   Retained deficit .............................................      (918,061)
   Accumulated other comprehensive income .......................        10,181
                                                                    -----------
       Total stockholders' equity ...............................     5,749,916
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................   $ 9,558,482
                                                                    ===========

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


                                       15
<PAGE>


<TABLE>

                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

<CAPTION>
                                                    12/31/07                 12/31/06
                                                -------------------------------------
Revenues

<S>                                             <C>                      <C>
Revenue .....................................   $ 15,253,645             $ 13,919,838
Revenue with affiliates .....................         32,419                     --
                                                ------------             ------------
 Total Revenues .............................     15,286,064               13,919,838
                                                ------------             ------------

Cost of revenues ............................     10,962,181               10,265,914
                                                ------------             ------------
     Gross profit ...........................      4,323,883                3,653,924
                                                ------------             ------------

Operating Expenses:
 Selling Expenses ...........................      1,319,714                1,136,593
 Stock based compensation ...................        377,208                  150,000
     General and administrative .............      2,490,663                2,603,143
                                                ------------             ------------
 Total  operating Expenses ..................     4,187,585                3,889,736
                                                ------------             ------------
Operating income (loss) .....................        136,298                 (235,812)
                                                ------------             ------------

Other income (expense)
Other income and expense ....................           --                      2,774
     Interest income - affiliate ............          1,480                     --
Interest expense - affiliate ................        (30,612)                 (23,690)
Gain/loss on equipment disposal .............         20,245                  (30,688)
Amortization of debt discount ...............           --                   (101,423)
Change in value of derivative instruments ...           --                    101,423
Interest expense - line of credit ...........        (21,661)                    --
     Interest Expense .......................        (45,847)                 (42,028)
                                                ------------             ------------
    Total other income (expense), net .......        (76,395)                 (93,632)
                                                ------------             ------------
Income/loss before provision for income taxes         59,903                 (329,444)
Provision for (benefit from) income tax, net          (4,940)                 136,743
                                                ------------             ------------
Net income/loss .............................   $     64,843             $   (466,187)
                                                ============             ============
Earnings (loss) per share
   Basic ....................................   $       --               $      (0.08)
Diluted .....................................   $       --               $       --

Weighted average shares outstanding
  Basic .....................................     21,195,959                6,185,000
   Diluted ..................................     22,971,586                     --

            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       16
<PAGE>

<TABLE>


                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<CAPTION>
                                     Common Stock     Common    Additional  Deferred   Accumulated  Accumulated
                                       Shares         Stock      Paid-in   Stock Based   Earnings/     Other           Total Amount
                                                      Amount     Capital   Compensation   Deficit   ComprehensiveIncome
                                     --------------------------------------------------------------------------------------------
<S>                                   <C>           <C>         <C>         <C>         <C>          <C>                <C>
Balance January 1, 2005               100,000,000   $  100,000  $ 632,532   $(150,000)  $(1,094,748) $        --        $(512,216)
                                      -----------   ----------  ---------   ----------  -----------   ----------        ----------

   Reverse Split                      (99,000,000)    (99,000)     99,000           --          --            --               --

   Stock based consultant fee                  --          --          --      150,000          --            --          150,000

   Issuance for consulting services     2,185,000       2,185     260,015           --          --            --          262,200

   Issuance of shares in lieu of
   Management fee                       3,000,000       3,000     297,000           --          --            --          300,000

   Net loss                                    --          --          --           --     (755,202)          --         (755,202)
                                      -----------   ----------  ---------   ----------  ------------------------        ---------
Balance December 31, 2006               6,185,000   $   6,185  $1,288,547   $       --  $(1,849,950) $        --        $(555,218)
                                      ===========   ==========  ==========  ==========  ============  ==========        ==========

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

   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

   Accumulated other comprehensive income      --          --          --           --           --       10,181           10,181

   Net earnings                                --          --          --           --       64,843           --           64,843
                                      -----------   ----------  ---------   ----------   ----------    ----------       ---------
   Balance December 31, 2007           26,185,000   $   26,185  $6,631,611   $      --    $(918,061)  $   10,181       $5,749,916
                                      ===========   ==========  ==========  ==========   ==========   ===========      ==========




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

                                       17
<PAGE>


<TABLE>

                    GS ENVIROSERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<CAPTION>

                                                                 12/31/07        12/31/06
                                                             ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>            <C>
Net income (loss) ........................................   $    64,843    $  (466,187)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:

   Depreciation and amortization .........................       284,268        233,347
   Change in allowance for doubtful accounts .............       (16,205)       (10,935)
   Unrealized gain on investment .........................        10,181           --
   Deferred taxes ........................................       (73,365)       (17,538)
   Stock based compensation ..............................       377,208        150,000
   Stock issued for services - consulting ................          --          262,200
   Change in fair value of derivative instruments ........          --         (101,423)
   Gain (loss) on equipment disposal .....................       (20,245)        30,688

Changes in assets and liabilities
   Accounts receivable ...................................      (370,141)        16,967
   Accounts payable ......................................       259,164       (228,135)
   Accrued expenses ......................................      (150,941)          (930)
   Prepaid expenses ......................................           987        111,965
   Income tax payable ....................................        49,400          9,875
   Deposits ..............................................       (14,859)           202
                                                             -----------    -----------
       Net cash provided by (used in) operating activities       400,295         (9,904)
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash paid for acquisition .............................      (447,843)          --
   Note receivable affiliate .............................      (350,000)          --
   Proceeds from sale of fixed assets ....................          --           28,000
   Purchase of property, plant and equipment .............      (213,908)       (47,123)
                                                             -----------    -----------
       Net cash used in investing activities .............    (1,011,751)       (19,123)
                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from line of credit ..........................       947,341           --
   Repayments Line of Credit .............................      (200,000)          --
   Repayment of long-term debt ...........................      (159,620)      (151,524)
   Payment of term financing .............................          --         (100,000)
   Loan due to affiliate .................................          --          182,476
                                                             -----------    -----------
       Net cash provided by (used in) financing activities       587,721        (69,048)
                                                             -----------    -----------

Decrease in cash .........................................       (23,735)       (98,075)

Cash at beginning of period ..............................       265,307        363,382
                                                             -----------    -----------

Cash at end of period ....................................   $   241,572    $   265,307
                                                             ===========    ===========




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

                                       18

<PAGE>



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

1         DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

GS EnviroServices Inc. (f/k/a TDS  (Telemedicine),  Inc.) owns the following two
operating subsidiaries: Enviro-Safe Corporation and Enviro-Safe Corporation (NE)
(f/k/a Jones Environmental  Services (NE) Inc.) hereinafter known as Enviro-Safe
or  the  "Company".  These  companies  are  environmental  management  companies
providing a variety of  services to a broad  client base in both the private and
public sectors.  We conduct business  throughout the northeastern  region of the
United States and our services include:

     o    Environmental Services - transportation,  distribution,  recycling and
          disposal  services  specific to the  materials  and  processes  of our
          clients for a wide range of industrial wastes.

     o    Field  Services -  remedial,  industrial  cleaning  and other  related
          services for our clients at their sites and facilities.

As of December 31, 2007 we operated out of six service  centers:  our treatment,
storage, and disposal facility (TSDF) in Lowell, Massachusetts;  management of a
recycling  permit  for the  recycling  of  on-specification  of oil and water in
Raynham,  Massachusetts,  our  field  service  operation  centers  in  Sandwich,
Massachusetts,   Smithfield,  Rhode  Island  and  Plainville,  Connecticut;  our
engineering and consulting center in Milford,  Massachusetts;  and our technical
services center also located in Plainville, Connecticut.

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.

                                       19
<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.

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.  A reconciliation of the numerators and denominators of basic and
diluted (loss)  earnings per share for the twelve months ended December 31, 2007
consisted of the following:

                                                           Twelve Months Ended
                                                             December 31, 2007
                                                            Basic       Dilutive
                                                       -----------  ------------
Weighted average number of shares outstanding ........  21,195,959    21,195,959
Common stock equivalent shares (treasury stock method)        --       1,775,627
                                                       -----------   -----------
     Total weighted average and equivalent shares ....  21,195,959    22,971,586
                                                       ===========   ===========
         Net Income .................................. $    64,843   $    64,843
                                                       ===========   ===========
Earnings per share, basic and dilutive ............... $      0.00   $      0.00
                                                       ===========   ===========
                                       20
<PAGE>

During  the twelve  months  ended  December  2006,  there were no stock  options
issued.

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 in excess of these limits at December 31, 2007 by $141,572.

Accounts   receivable  are   uncollateralized,   non-interest-bearing   customer
obligations due under normal trade terms  requiring  payment within 30 days from
the invoice  date.  Accounts  receivable  are stated at the amount billed to the
customer. Payments of accounts receivable are allocated to the specific invoices
identified on the customer's  remittance advice or, if unspecified,  are applied
to the oldest unpaid invoices.

The carrying amount of accounts  receivable is reduced by a valuation  allowance
that  reflects  the  Company's  best  estimate  of the  amounts  that may not be
collected.  This  estimate  is based on reviews of all  balances in excess of 90
days  from  the  invoice  date.  Based  on this  assessment  of  current  credit
worthiness,  the Company estimates the portion, if any, of the balance that will
not be collected.  Management  also  considers the need for  additional  general
reserves and reviews its valuation allowance on a quarterly basis.

Accounts receivable at December 31, 2007 are approximated as follows:

Accounts receivable .................   $ 2,699,743
Less: allowance for doubtful accounts      (143,047)
                                        -----------
Accounts receivable, net ............   $ 2,556,696
                                        ===========

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 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
acquiree 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
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.

In September  2006,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement  of  Financial   Accounting   Standard  (SFAS)  No.  157,  Fair  Value

                                       21
<PAGE>

Measurements.  SFAS No. 157 defines  fair  value,  establishes  a framework  for
measuring fair value in generally  accepted  accounting  principles  (GAAP), and
expands disclosures about fair value measurements.

SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years.  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         DEPOSITS

In 2005,  the  Company  deposited  $90,000 to satisfy a  regulatory  requirement
should the Company decide to close the Lowell location.  The funds were invested
in marketable securities and has accumulated an unrealized gain of $10,181. With
the unrealized gain on this  investment,  the account balance as of December 31,
2007 is $100,181.

Other deposits in the amount of $18,975  include  security  deposits on property
leases,  deposits on bid bonds, and deposits for our hazardous waste transporter
permits.

4        GOODWILL AND INTANGIBLE ASSETS

The Company reviews its Goodwill  annually at December 31 each year for possible
impairment and more  frequently if events or changes in  circumstances  indicate
Goodwill might be impaired.  The fair value of the Company's  reporting units is
analyzed using a discounted  cash flow valuation  approach.  The discounted cash
flow calculation is made utilizing various  assumptions and estimates  regarding
future revenues and expenses, cash flow and discount rates. The assumptions used
are  sometimes  significantly  different  than  historical  results  due  to the
Company's current business initiatives.  If the Company fails to achieve results
in line with the assumptions used,  intangible assets may be impaired.  Possible
impairment may exist if the fair value  computed using the discounted  cash flow
valuation  approach  is lower than the  carrying  amount of the  reporting  unit
(including goodwill).  Further analysis would be required if possible impairment
exists by comparing the implied fair value of the reporting  unit,  which is the
excess of the fair value of the  reporting  unit over  amounts  assigned  to the
reporting units assets and liabilities,  to the carrying amount of goodwill.  If
the carrying amount of the reporting unit's goodwill is greater than the implied
fair value,  an impairment  loss equal to the  difference  would be recorded and
goodwill would be written down.

On May 10,  2003,  GS  CleanTech  purchased  Enviro-Safe  Corporation  (NE)  and
Enviro-Safe  Corporation.  The excess  purchase price over the fair value of the
net assets acquired was $5.4 million which was recorded as Goodwill.  During the
years ended  December 31, 2004 and 2005,  the Company  recognized  impairment of
Goodwill in the amount of $1.4 million and $0.5 million respectively.  In May of
2005, GS CleanTech acquired the assets of North Country Environmental  Services.
The assets were  consolidated  into the Enviro-Safe  Corporation  division.  The
excess  purchase  price over the fair value of the net assets  acquired was $0.5
million  which was  recorded  as  Goodwill.  On March  19,  2007,  GS  CleanTech
transferred   its  investment  in  Enviro-Safe   Corporation   and   Enviro-Safe
Corporation (NE) to GS  EnviroServices,  a subsidiary of GS CleanTech formed for
the purpose of entering into a reverse  merger with a public shell.  As a result
of the  transaction,  the  remaining  fair value of Goodwill of $4.0 million was
transferred to GS EnviroServices. In April of 2007, the Company acquired certain
assets of the Remedial Construction Group of Vertex Environmental  Services. The
excess  purchase  price over the fair value of the net assets  acquired was $0.4
million which was recorded as Goodwill.  The assets were  consolidated  into the
Enviro-Safe  Corporation  division.  For the year end  December  31,  2007,  the
Company retained a third party to test for impairment of the Company's Goodwill.
Based on the discounted future earnings method utilized,  the implied fair value
of Goodwill exceeds the reported value.  Therefore, as of December 31, 2007, the
Company did not record impairment to Goodwill.

Intangible assets at December 31, 2007 include the following:

Permits .....................   $ 216,500
     Accumulated amortization     (49,090)
                                ---------
        Permits, net ........   $ 167,410
                                =========

Amortization of intangible assets was $10,917 and $10,917 for the twelve months
ended December 31, 2007 and 2006 respectively. Estimated amortization expense
for future years is as follows:

          2008...............   $ 10,917
          2009...............     10,917
          2010...............     10,917
          2011...............     10,917
          2012...............     10,917
          Thereafter.........    112,825
                                 -------
          Total                 $167,410
                                ========

                                       22
<PAGE>

5   PROPERTY AND EQUIPMENT

Property, plant and equipment consist of the following at December 31, 2007:

     Land and building ...........   $   675,000
     Furniture and fixtures ......        50,512
     Machinery & Equipment .......       207,831
     Vehicles ....................     1,033,001
     Computer Equipment ..........        66,478
     Leasehold Improvements ......       158,238
                                     -----------
                                       2,191,060
     Less accumulated depreciation      (747,768)
                                     -----------
 Net fixed assets ................   $ 1,443,292
                                     ===========

6          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 December 31, 2007,  the rate was 7.25%.  The line is
secured  by all assets of the  Company.  The total  amount  due is payable  upon
demand on or before  June 30,  2008.  The  Company  also has a Master  Letter of
Credit Agreement  whereby the Bank will secure funds for the Company for certain
payment  obligations.  As of December 31, 2007,  there was $747,341 drawn of the
line of credit with a $178,097  Letter of Credit  commitment.  The total  amount
available  on the line of  credit  as of  December  31,  2007 was  $74,562.  The
revolving  credit loan  agreement  includes  the  following  required  financial
covenants:

     o    Total debt to capital funds ratio - at all times during which the loan
          is  available,  the  Borrower  shall  maintain a total debt to capital
          funds  ratio  not  exceeding  3 to 1  calculated  as  follows:  (total
          liabilities minus subordinated debt) divided by (total net worth minus
          intangible assets,  affiliates  receivables,  officer receivables plus
          subordinated debt).

     o    Debt Service Coverage - at all times which the loan is available,  the
          Company shall maintain a minimum global debt service coverage ratio of
          1.2  to 1.  Debt  service  coverage  ratio  shall  be  defined  as the
          Company's combined earnings before interest, taxes, distributions, and
          amortization, minus non-recurring income, plus non-recurring expenses,
          minus  cash  taxes,  minus  un-financed  capital  expenditures,  minus
          dividends,  divided by the current  maturity of principal for the year
          and interest expense.

As of December 31, 2007 the Company was in compliance with these covenants.

7   NOTE RECEIVABLE - AFFILIATE

In  December  2007,  the  Company  loaned to  GreenShift  Corporation  $350,000.
GreenShift is a shareholder of GS  EnviroServices.  Subsequent to the year ended
December 31, 2007, GreenShift Corporation has repaid the loan in full.

8    NOTE PAYABLE - AFFILIATE

On May 11, 2007, the Board of Directors of GS CleanTech  Corporation  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.  GS CleanTech is a
majority shareholder of GS EnviroServices.

On September 30, 2007, the Board of Directors of GreenShift  Corporation 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. GreenShift is a shareholder of GS EnviroServices.

9    VEHICLE LOANS

The Company has vehicle  loans with  varying  interest  rates from 0% to 11.99%.
These loans have maturity  dates that range from August 2007 to June 2013. As of
December 31, 2007, vehicle notes totaled $485,939 with $179,936 currently due.

The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service requirements as of December 31, 2007:

Year                                                           Amount
-----------------------------------------------------------------------
2008                                                          $153,151
2009                                                           140,432
2010                                                           113,716
2011                                                            58,447
2012 and thereafter                                             20,193
                                                              --------
Total minimum payments due under current and
  long-term obligations                                       $485,939
                                                              ========

                                       23
<PAGE>

10       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>

The following is a summary of supplemental disclosures of cash flow information:
<CAPTION>

                                                                    2007          2006
                                                               -----------------------
   Cash paid during the year for the following:
<S>                                                            <C>          <C>
Interest - Vehicles ........................................   $   45,847   $   42,028
Interest - Line of Credit ..................................       21,661         --
Income taxes ...............................................        8,512         --
                                                               ----------   ----------
              Total ........................................   $   76,020   $   42,028
                                                               ==========   ==========

Supplemental Schedule of Non-Cash Investing
   and Financing Activities:
Contribution of capital from debt and
   accrued interest due to affiliate ....... ...............   $1,161,553   $     --
Acquisition of equipment and/or vehicles with long-term debt.     219,544       70,917
                                                               ----------   ----------
              Total ........................................   $1,381,097   $   70,917
                                                               ==========   ==========
</TABLE>

11        RETIREMENT PLAN

The  Company  maintains a  retirement  plan  pursuant  to Section  401(k) of the
Internal Revenue Code for its employees.  The Company currently does not provide
a matching contribution.

12        RELATED PARTY TRANSACTIONS

In December 2007, the Company loaned $350,000 to Carbonics  Capital  Corporation
(f/k/a GreenShift  Corporation).  GreenShift was, at that time, a shareholder of
GS  EnviroServices.  Subsequent to the year ended December 31, 2007,  GreenShift
has repaid this loan in full.

During the twelve  months ended  December 31, 2007,  the Company had revenues of
$32,419 with affiliates.

On September 30, 2007, the Board of Directors of GreenShift  Corporation 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.

On May 11, 2007, the Board of Directors of GS CleanTech  Corporation  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.

During the twelve months ended  December 31, 2007, 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.  There were no  transactions
with R. Green Management in 2006.

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 provision for (benefit from) income taxes as of December 31, 2007 and
December 31, 2006 consisted of the following:

Current provision:                            2007         2006
                                              ----         ----
     Federal .........................   $  66,520    $ 144,406
     State ...........................       3,268        9,875
                                         ---------    ---------
     Total current provision .........   $  69,788    $ 154,281
                                         =========    =========

Deferred provision for tax:
     Federal .........................   $ (74,728)   $ (17,538)
     State ...........................        --           --
                                         ---------    ---------
     Total deferred provision for tax    $ (74,728)   $ (17,538)
                                         =========    =========

Total provision for (benefit from) tax   $  (4,940)   $ 136,743
                                         =========    =========

                                       24
<PAGE>

The deferred provision (benefit) for income taxes as of December 31, 2007 and
December 31, 2006 consisted of the following:


Deferred tax assets:                                  2007        2006
                                                  --------    --------
     Deferred compensation ....................   $(31,011)   $   --
     Equipment and property ...................    (11,256)       --
     Allowance for doubtful accounts receivable    (48,636)    (54,145)
                                                  --------    --------
   Total deferred tax assets ..................   $(90,903)   $(54,145)
                                                  ========    ========
Deferred tax liabilities:
     Equipment and property ...................   $   --      $ 35,365
     Intangibles ..............................       --         1,242
                                                  --------    --------
        Total deferred tax liability ..........   $   --      $ 36,607
                                                  ========    ========

The Company's effective tax rate differs from the U.S. federal statutory income
tax rate for the years ended December 31, 2007 and 2006, principally due to the
following:

                                                       2007     2006
                                                   -------  --------
Tax provision (benefit) at federal statutory rate     34.0%    34.0%
State taxes, net of federal benefit .............      9.5%     9.5%
Non-deductible stock based compensation .........    (35.6)   (26.1)
Net Operating Loss Carry forward ................     (9.3)     --
Other permanent differences .....................     18.2      --
True-up adjustments to deferred tax assets ......     14.2      9.0
                                                    ------    -----
   Effective tax rate ...........................     31.0%    26.4%
                                                    ======     ====

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 more  likely  than not that the Company  will  realize the  benefits of these
deductible  differences.  The  amount  of  the  deferred  tax  asset  considered
realizable,  however,  could be reduced in the near term if  estimates of future
taxable income during the carry forward period are reduced.

14        ACQUISITIONS

GS  EnviroServices  follows SFAS No. 141,  "Business  Combinations."  Under this
standard,  business acquisitions are accounted for under the purchase method and
goodwill  represents the excess of the purchase price of a business  acquisition
over  the  fair  market  value  of  the  net  assets  acquired  at the  date  of
acquisition.  The statement also requires the recognition of acquired intangible
assets apart from goodwill if it arises from contractual and other legal rights.
If an intangible does not arise from contractual or other legal rights, it shall
be  recognized  as an asset apart from  goodwill  only if it is capable of being
separated or divided from the acquired entity and sold,  transferred,  licensed,
rented, or exchanged.

REVERSE MERGER - TDS (TELEMEDICINE), INC

On March 19, 2007, GS  EnviroServices,  Inc. and its wholly owned  subsidiaries,
Enviro-Safe   Corporation  and  Enviro-Safe   Corporation   (NE)  (f/k/a/  Jones
Environmental  Services  (NE) Inc.) entered into an Agreement and Plan of Merger
and  Reorganization   ("Merger")  with  TDS  (Telemedicine),   a  publicly  held
corporation.  Pursuant  to the  Agreement,  19,000,000  shares of the  Company's
common  stock were issued to GS  CleanTech  in exchange  for the  purchase of GS
EnviroServices  and its  subsidiaries.  The individuals who were shareholders of
TDS (Telemedicine), Inc. prior to the Merger retained 4,000,000 shares of common
stock  in  the  public  company.   The  Merger  has  been  accounted  for  as  a
reorganization of entities under common control.

The  above   transaction   has  been   accounted   for  as  a   reverse   merger
(recapitalization)  with GS  EnviroServices,  Inc.  being deemed the  accounting
acquirer  and  TDS   (Telemedicine)   Inc.  being  deemed  the  legal  acquirer.
Accordingly,  the historical  financial  information  presented in the financial
statements is that of GS EnviroServices,  Inc. as adjusted to give effect to any
difference in the par value of the issuer's and the accounting  acquirer's stock
with an offset to  additional  paid in  capital.  The  basis of the  assets  and
liabilities  of  GS  EnviroServices,   Inc.  and  subsidiaries,  the  accounting
acquirer, has been carried over in the recapitalization.

On May 25, 2007, the Company completed the reincorporation of TDS (Telemedicine)
Inc. by changing its state of incorporation from New York to Delaware. Under the
Merger  Agreement,  the  Corporation  merged  with and into its  subsidiary,  GS
EnviroServices,  Inc., a Delaware Corporation.  As of May 25, 2007, the New York
Corporation  has ceased to exist and the Delaware  Corporation  will continue to
operate the New York Corporation's  business under the name "GS  EnviroServices,
Inc."

                                       25
<PAGE>

ACQUISITION - VERTEX ENVIRONMENTAL SERVICES, INC.

On April 9, 2007,  GS  EnviroServices  acquired  certain  assets of the Remedial
Construction  Group of Vertex  Environmental  Services,  Inc.  The  Company  has
incorporated  this team of professionals  with the field service division of the
Company's subsidiary Enviro-Safe Corporation. With this acquisition, the Company
will expand  operations  into the  southern  New  England  area with a new Rhode
Island  facility.  We  believe  this  acquisition  will  enhance  and expand our
business with minimal  capital outlay.  This expansion of our existing  services
through this  strategic  acquisition  will  generate  incremental  revenues from
existing and new  customers.  Operations  of this  acquisition  from the date of
acquisition   through   December  2007  have  been  included  in  the  Company's
consolidated  statement of  operations.  FAS 141, EITF 98-3 and APB 16 addresses
financial accounting and reporting for business combinations. In accordance with
these  statements,  the excess  purchase price over the assets acquired has been
recorded as goodwill.  The following table  summarizes the acquisition  detailed
above:

Cash paid directly to seller from Line of Credit   $387,000
     Cash paid directly to seller ..............     43,000
     Closing costs .............................     17,842
                                                   --------
     Total purchase cost .......................   $447,842
                                                   ========

Allocation of purchase price:
     Tools and equipment .......................   $ 26,826
     Goodwill ..................................    421,016
                                                   --------
          Total assets acquired ................   $447,842
                                                   ========

15   COMMITMENTS AND CONTINGENCIES

The Company's corporate headquarters is located in Sandwich,  Massachusetts. The
Company  leases  properties  in Sandwich,  Massachusetts  which houses our field
services  operations  and  administrative   offices.   The  lease  in  Sandwich,
Massachusetts terminates in May of 2009 with a five year option for renewal. The
monthly  lease payment for the Sandwich  location is $1,575 per month.  We lease
office  space  in  Milford,   Massachusetts  which  houses  our  consulting  and
engineering group. The lease in Milford,  Massachusetts terminates in June 2010.
The monthly lease payment for the Milford  location is $1,800 per month.  In May
of 2007, we added a new field service location in Smithfield,  Rhode Island. The
monthly  lease  payment  for the  Smithfield  location  is $2,600  per month and
terminates in June 2008. We lease office space in Plainville, Connecticut, which
houses our technical  services group. The Plainville,  Connecticut lease is on a
month to month basis.  The monthly lease payment for the Plainville  location is
$2,999 per month.  In December 2007, we entered into a ground lease agreement at
Olson's  Greenhouses  in  Raynham,  Massachusetts.   This  location  houses  our
equipment as part of our most recent agreement with Olson's  Greenhouses for the
management of a Class A Recycling  Permit for the recycling of  on-specification
of oil and water.  The  monthly  lease is $6,000 for the  Raynham  location  and
terminates in December  2010 with an option to continue  yearly  thereafter.  We
have one equipment  operating lease with a monthly payment of $578 per month. We
own  property  in Lowell,  Massachusetts,  the  location  of our RCRA  permitted
Treatment,  Storage and Disposal  Facility (TSDF).  The lease obligations are as
follows:

     Year                                 Operating Leases
     2008                                $        130,239
     2009                                         107,835
     2010                                          82,800
                                         ----------------
          Total minimum lease payments   $        320,874
                                         ================

MANAGEMENT AGREEMENT

On December 5, 2007,  the  company  entered  into a  management  agreement  with
Olson's  Greenhouses,  Inc.  located in Raynham,  MA. Olson's  operates  225,000
square feet of  greenhouses,  60 (sixty) acres of outdoor  production  and has a
Class A Recycling  Permit for the  recycling of one million  gallons per year of
on-specification of oil and water. The Company has a ground lease at the Raynham
location where it has located equipment used to process the oily wastes.

The Services to be provided by Enviro-Safe shall consist generally of:

     o    Sales and marketing for  specification  used oil fuel for recycling at
          Olson's;
     o    Management of delivery and receipt of  specification  used oil fuel at
          Olson's;

                                       26
<PAGE>
     o    Management  of the used oil receiving  area at Olson's;  o Delivery of
          specification  used oil fuel from receiving area to Olson fuel storage
          tanks;
     o    Transport  and  disposal  of any waters  and/or  solids  removed  from
          specification used oils at licensed off-site disposal facilities; and
     o    Project  development  and planning  for  additional  future  recycling
          activities.

Olson's retains full  management and supervisory  control over all activities at
the Facility,  including all activities of Enviro-Safe conducted at the Facility
pursuant to this Agreement.  Olson retain's all existing permits,  approvals and
authorizations  related to the Facility and shall have the right to conduct such
inspections  and  audits  and to take such  action  that it may deem  reasonably
necessary  to ensure that the  Facility is being  managed  appropriately  and in
accordance  with  all  such  permits,   approvals  and  authorizations  and  all
applicable  rules and  regulations.  It is  understood  and  agreed by Olson and
Enviro-Safe  that this  Agreement,  and the  business  arrangement  contemplated
herein,  shall not be construed or interpreted  to, and shall not,  constitute a
transfer of Olson's permits to operate the Facility.

The Company  recognizes  revenue from clients  disposing of oil and oil/water at
the facility. Upon completion of processing the waste, the Company transfers the
oil to Olson's  Greenhouses  who uses the oil to heat their  greenhouses  at the
Raynham location.

This  Agreement  has an initial term of three (3) years and may be terminated by
either party with a sixty (60) day written notification.

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
which is included in other  assets and is being  amortized  over the life of the
agreement.  The  unamortized  balance as of December  31, 2007 was  $97,222.  MC
Green, LLC is a holding Company for land owned by Olson's Greenhouses.

OTHER CONTINGENCIES

The Company is a  plaintiff  in a matter  where it seeks to recover  $32,907 for
services performed.  The customer filed a counter-claim for an alleged breach of
contract  in the amount of  $116,000.  The  Company  believes  that the  alleged
defaults  are  without  merit  and  has  commenced   litigation.   Additionally,
management  believes  that the final  resolution  of this matter will not have a
material  adverse  effect on the  Company's  financial  position,  cash flows or
results of operations.

In February 2007, the Company received a notice from the state of New York
Department of Environmental Conservation that it may be a Potentially
Responsible Party in connection with the mandatory clean-up of a treatment site
maintained by Frontier Chemical, to whom the Company transferred hazardous
materials in the past.

The Company is  investigating  the matter.  However,  as of December 31, 2007, a
liability has not been  ascertained  and the amount of loss cannot be reasonably
estimated.  Therefore,  the  Company  has made no  allowance  for any  financial
responsibility at this time.

The  Company  is  subject  to various  regulatory  requirements,  including  the
procurement of requisite licenses and permits at its facilities.  These licenses
and permits without which the Company's  operations would be adversely  affected
are subject to periodic renewal. The Company anticipates that, once a license or
permit is issued  with  respect to a  facility,  the  license or permit  will be
renewed at the end of its term if the  facility's  operations  are in compliance
with the applicable regulatory requirements.

The Company  owns  property in Lowell,  Massachusetts,  the location of our RCRA
permitted TSDF facility.  Per the requirements of the permit associated with the
operation of this  facility,  a third party  evaluation is conducted on a yearly
basis to evaluate the costs  associated  with the retirement of this asset.  Per
the  outcome of this  evaluation,  the  Company  deposited  $90,000 to satisfy a
regulatory  requirement for the closure of the Lowell  location.  The funds were
invested in marketable  securities and have  accumulated  an unrealized  gain of
$10,181. With the unrealized gain on this investment,  the account balance as of
December 31, 2007 is $100,181.

Under the Company's  insurance  programs,  coverage is obtained for catastrophic
exposures,  as well as those risks  required  to be insured by law or  contract.
There is a $2,500  deductible  per  occurrence  for  environmental  impairments.
Environmental  liability  insurance is carried with policy  limits of $1,000,000
per occurrence and $2,000,000 aggregate.

GUARANTEE AGREEMENTS

On October 31, 2006  GreenShift  Corporation  (f/k/a GS CleanTech  Corporation),
which was at that time a majority  shareholder  of the Company,  guaranteed  the
following obligations:

                                       27
<PAGE>

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

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

GS CleanTech's  guaranty was secured by a pledge of all its assets including the
assets of the Company. GS AgriFuels Corporation is a subsidiary of GS CleanTech.
NextGen Acquisition, Inc. is a subsidiary of GS AgriFuels Corporation.

On March 19, 2007, Cornell Capital Partners, LP and Stillwater Asset-Based 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 25, 2008, GS COES  (Yorkville  I), LLC, a subsidiary  of  GreenShift,
closed  on the  terms of a  Credit  Agreement  with YA  Global  Investments,  LP
("YAGI").  The Credit  Agreement will make funds available to GS COES (Yorkville
I) for the purpose of constructing  and installing  corn oil extraction  systems
that have been ordered by several  ethanol  manufacturers.  The funds  available
will equal $10 million less the outstanding balance due at the time of borrowing
from NextGen Fuels, Inc. to Stillwater  Asset-Based Fund, LP. In connection with
that  transaction,  GS  EnviroServices  guaranteed  all  of the  liabilities  of
GreenShift  and its  affiliates  to YAGI.  However,  pursuant  to a Side  Letter
Agreement dated January 11, 2008, the GS EnviroServices  guarantee was capped at
$1,500,000 (See Note 18 (Subsequent Events) for complete details).

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.

The  Company is party to an  employment  agreement  with  Steven  Powers,  which
agreement  calls  for an  annual  base  salary  of  $115,000,  use of a  Company
automobile,  reimbursement of expenses,  periodic bonuses,  three weeks vacation
and  participation  in any employee  benefits  provided to all  employees of the
Company. Mr. Powers is the President of Enviro-Safe Corporation NE, a subsidiary
of GS EnviroServices, Inc.

The  Company  is party to an  employment  agreement  with  Ross  Hartman,  which
agreement  calls  for an  annual  base  salary  of  $115,000,  use of a  Company
automobile,  reimbursement of expenses,  periodic bonuses,  three weeks vacation
and  participation  in any employee  benefits  provided to all  employees of the
Company. Mr. Powers is the President of Enviro-Safe Corporation, a subsidiary of
GS EnviroServices, Inc.

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 an  additional  200,000  stock  options were issued.  In the fourth
quarter 2007,  200,000  stock  options were  forfeited and 200,000 stock options
were  issued.  There were no stock  options  issued in 2006.  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 is $332,642. 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.

                                       28
<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                                  4.52%

<TABLE>

A summary of option activity as of December 31, 2007 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, 2007 ..............          --        $        --                      --
   Granted ..................................   3,470,000        $      0.06                    4.25
   Exercised ................................          --        $        --                      --
   Forfeited or expired .....................     200,000        $      0.06                      --
                                             ------------------------------------------------------------
Outstanding at December 31, 2007.............   3,270,000        $      0.06                    4.25
                                             ------------------------------------------------------------
 Exercisable at December 31, 2007                      --        $       --                       --
                                             ============================================================
</TABLE>

<TABLE>

A summary of the status of the  Company's  non-vested  shares as of December 31,
2007 and changes during the period then ended is presented below:
<CAPTION>

              Nonvested Shares                                Shares                      Weighted Average
                                                                                      Grant Date - Fair Value
---------------------------------------------     ------------------------------  ---------------------------
<S>                                               <C>                               <C>
 Nonvested at January 1, 2007                                                --                            --
    Granted                                                           3,470,000                          0.10
    Vested                                                                   --                            --
    Forfeited                                                           200,000                            --
                                                  ------------------------------    --------------------------
 Nonvested at December 31, 2007                                       3,270,000                          0.10
                                                  ==============================    ==========================
</TABLE>

There was  $253,946  of  unrecognized  compensation  cost  related  to the stock
options granted as of December 31, 2007. Total  compensation  expense recognized
related to  non-vested  stock  during the period  ended  December  31,  2007 was
$91,208.  The unrecognized  compensation cost is expected to be recognized using
the straight-line  method over the requisite service period. There were no stock
options issued in 2006.

COMMON STOCK ISSUED FOR REVERSE MERGER

On March 19, 2007, GS  EnviroServices,  Inc. and its wholly owned  subsidiaries,
Enviro-Safe   Corporation  and  Enviro-Safe   Corporation   (NE)  (f/k/a/  Jones
Environmental  Services  (NE) Inc.) entered into an Agreement and Plan of Merger
and  Reorganization   ("Merger")  with  TDS  (Telemedicine),   a  publicly  held
corporation.  Pursuant  to the  Agreement,  19,000,000  shares of the  Company's
common  stock were issued to GS  CleanTech  in exchange  for the  purchase of GS
EnviroServices  and its  subsidiaries.  The Merger has been  accounted  for as a
reorganization  of entities  under common  control (See  Acquisitions  - Reverse
Merger).

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  (see
Commitments and Contingencies - Management Agreement).

17    SEGMENT INFORMATION

The Company has two reportable segments:

     o    Transportation  and Disposal Services - transportation,  distribution,
          recycling  and  disposal   services  specific  to  the  materials  and
          processes of our clients, for a wide range of industrial wastes.

     o    Field  Services -  remedial,  industrial  cleaning  and other  related
          services for our clients at their sites and facilities.

                                       29
<PAGE>

Our  transportation  and disposal  services are provided through several service
centers where our fleet of trucks are dispatched to pick up customers' waste and
then to deliver waste to a permitted  facility.  From the service  centers,  lab
pack chemists are also  dispatched to a customer  location for the collection of
chemical waste for disposal.  This segment also provides effective management of
household  hazardous wastes as part our of Household  Hazardous Waste collection
programs.

Our Field Services division offers environmental  contracting services including
remediation  construction,   PCB  management  &  disposal,  petroleum  equipment
construction,  tank  cleaning  and  removal,  and  vacuum  truck  services.  Our
engineering group provides a variety of services including site assessment, soil
and groundwater remediation, RCRA reporting, and LSP Services.

The Company  markets these  services  through its sales staff.  Each  division's
sales staff supports the other division  leading to work in other service areas.
Corporate expenses are not allocated to the Company's two operating segments and
are  presented  herein  as  the  "Corporate"  division.  Corporate  general  and
administrative   expenses  include  typical   corporate  items  such  as  legal,
accounting  and  other  items of a general  corporate  nature.  Other  Corporate
expenses include interest from the Line of Credit, income taxes, and stock based
compensation.

Performance  of the  segments  is  evaluated  on several  factors,  of which the
primary   financial   measure  is  operating  income  before  interest,   taxes,
depreciation,  amortization,  (gain)  loss on  disposal  of  assets,  and  other
(income) expense. The following table presents information used by management by
reported segment.  Revenues from  Transportation and Disposal Services and Field
Services consist  principally of external  revenue from customers.  Transactions
between the segments are accounted  for at the Company's  estimate of fair value
based on similar  transactions  with outside  customers and have been eliminated
from the table presented below.

<TABLE>
<CAPTION>

Twelve months ended:               Corporate       Transportation  Field Services       Total
                                                     & Disposal
                                   -----------------------------------------------------------
December 31, 2007
<S>                                 <C>             <C>            <C>            <C>
  Revenue .......................   $       --      $ 10,002,911   $  5,283,153   $ 15,286,064
  Cost of Sales .................           --         7,200,129      3,762,052     10,962,181
                                    ------------    ------------   ------------   ------------
     Gross Profit ...............           --         2,802,782      1,521,101      4,323,883

  SG&A Expense ..................      1,182,398       1,847,645      1,157,543      4,187,586
                                    ------------    ------------   ------------   ------------
     Net income (loss) operations     (1,182,398)        955,137        363,558        136,297

Depreciation and Amortization ...           --            73,068        211,200        284,268
                                    ------------    ------------   ------------   ------------
     Adjusted EBITDA ............   $ (1,182,398)   $  1,028,205   $    574,758   $    420,565
                                    ============    ============   ============   ============


December 31, 2006
  Revenue .......................   $       --      $ 10,229,276   $  3,690,563   $ 13,919,839
  Cost of Sales .................           --         7,418,908      2,847,007      10,265,91
                                    ------------    ------------   ------------   ------------
  Gross Profit ..................           --         2,810,368        843,556      3,653,924

  SG&A expense ..................      1,340,926       1,797,145        751,665      3,889,736
                                    ------------    ------------   ------------   ------------
 Net income (loss)operations ....     (1,340,926)      1,013,223         91,891       (235,812)

Depreciation and amortization ...           --            74,898        158,727        233,625
                                    ------------    ------------   ------------   ------------
     Adjusted EBITDA ............   $ (1,340,926)   $  1,088,121   $    250,618   $     (2,187)
                                    ============    ============   ============   ============
</TABLE>

18   SUBSEQUENT EVENTS

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 is listed
as a current  liability on the balance  sheet.  On February 1, 2008, the Company
issued 4,400,000 shares of common $0.065/share.  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.

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.

                                       30
<PAGE>

GS CLEANTECH STOCK PURCHASE

On January 25, 2008, GS EnviroServices  entered into a Stock Purchase  Agreement
with GS CleanTech Corporation, which owned 15 million shares of the common stock
of GS EnviroServices,  representing 53% of the outstanding shares. The Agreement
provided  that  GS  EnviroServices  would  repurchase  8,733,333  shares  of  GS
EnviroServices  common stock from GS CleanTech.  In exchange,  GS EnviroServices
issued a $2,000,000 convertible debenture to YA Global Investments, LP ("YAGI"),
and YAGI cancelled $2,000,000 of indebtedness owed to it by GS CleanTech.

The Stock  Purchase  Agreement,  combined  with a letter  agreement  between  GS
EnviroServices  and  YAGI,  further  provides  that  if GS  EnviroServices  pays
$1,000,000 to YAGI on or before May 1, 2008, then the remaining 6,266,667 shares
of  GS  EnviroServices   owned  by  GS  CleanTech  will  be  transferred  to  GS
EnviroServices.

As part of these  transactions,  GS  CleanTech  granted  a proxy to the board of
directors of GS  EnviroServices  authorizing  the board to vote the shares of GS
EnviroServices  now in the name of GS  CleanTech.  The proxy with respect to the
8,733,333 shares  exchanged for $2,000,000  terminates in the event of a default
by GS  EnviroServices of its loan obligations to YAGI. The proxy with respect to
the 6,266,667 shares will terminate on May 1, 2008.

Convertible Debenture

The Secured  Convertible  Debenture that GS EnviroServices  issued to YAGI bears
interest at 10% per annum,  payable monthly.  Principal  payments will be due as
follows:

     o    $1,000,000 due on February 11, 2008;

     o    $27,777.77  due on March  10,  2008 and on the first  business  day of
          every  month  thereafter  (although  YAGI may defer  any such  monthly
          payment to the Maturity Date);

     o    the balance due on February 11, 2009 (the "Maturity Date").

The  Debenture  provides that GS  EnviroServices  will be entitled to redeem the
Debenture  at any time when the closing  bid price for its common  stock is less
than $.05 and no event of default has occurred.  However,  the Letter  Agreement
described under  "Guarantees"  below provides that GS EnviroServices  may redeem
the  Debenture  in full on or before  May 10,  2008 if it makes  the  $1,000,000
payment for the 6,266,667  shares  purchased  from GS CleanTech  under the Stock
Purchase Agreement described above.

YAGI may convert the  accrued  interest  and  principal  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.  However,
at no time may YAGI  beneficially own more than 4.99% of the outstanding  shares
of GS EnviroServices  common stock. The conversion feature on this debenture due
to YAGI is variable  based on trailing  market  prices and  contains an embedded
derivative.  On February 11, 2008,  the Company  paid the  $1,000,000  principal
payment and redeemed  4,366,667  shares.  A note  discount of  $1,125,000  and a
derivative liability of $1,125,000 were recorded at the assumption date.

Guarantees

On January 25, 2008, in connection  with the  transactions  described  above, GS
CleanTech completed a financing that resulted in GS EnviroServices  becoming the
guarantor  of up to  $1,500,000  in debts  owed by  several  of its  affiliates,
pursuant to a Global Guaranty  Agreement dated January 11, 2008. The beneficiary
of the guarantees was YA Global  Investments,  LP ("YAGI"),  which  committed to
extend credit to those affiliates. The Global Guaranty Agreement was modified by
a letter agreement  between YAGI and GS  EnviroServices  dated January 11, 2008.
The Letter Agreement provides that the liability of GS EnviroServices  under the
Global  Guaranty  Agreement  will be limited to $1.5  million  plus any costs of
collection.  In addition, the potential liability will be further reduced by the
amount of any  proceeds  realized by YAGI from the sale of shares  pledged by GS
CleanTech  pursuant to the Amended  Forbearance  Agreement  described below. The
Letter Agreement also provides that:

     o    if GS  EnviroServices  pays YAGI $1,000,000 on or before May 10, 2008,
          the 6,266,666  shares  identified  below as "GS Pledged Shares Pool 1"
          will be released from the pledge;

     o    if GS EnviroServices satisfies the $1,000,000 payment obligation under
          its  Debenture  due on February  11, 2008,  one-half of the  8,733,333
          shares identified below as "GS Pledged Shares Pool 2" will be released
          from the pledge; and

     o    when the Debenture issued by GS  EnviroServices  to YAGI is satisfied,
          all of the shares in GS Pledged  Shares Pool 2 will be  released  from
          the pledge.

If,  therefore,  GS  EnviroServices  pays  $3  million  (plus  interest  on  the
Debenture)  on or before May 10, 2008,  then it will be relieved of its guaranty

                                       31
<PAGE>

obligations.  If it does  not  make  that  payment,  then  its  total  potential
liability to YAGI will consist of its obligations under the $2 million Debenture
and its guaranty of up to $1.5 million of its affiliates' debts.

On February 11, 2008, GS  EnviroServices  paid the $1,000,000  principal payment
due on February 11, 2008.

Stock Issuance

To induce YAGI's entry into the Letter Agreement and other transactions  recited
in this Report, GS EnviroServices  issued two million shares of its common stock
to YAGI. This stock was issued on January 17, 2008 at  $0.07/share.  The Company
recorded a $140,000 expense in January of 2008 for this stock issuance.

CONVERTIBLE DEBENTURES

On February 11, 2008,  the Company  accepted  $800,000  from key  employees  and
investors.  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. James F. Green,  President and CEO contributed a total of $400,000.  Mr.
Green converted $200,000 into 4,366,667 shares of stock at $0.45/share.


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


          $200,000     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


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.  A  $870,000  note
discount and $870,000  derivative  liability in aggregate  were  recorded at the
assumption date.

In a side letter agreement, the Company has agreed to the following:

     1.   In the event the Company  prepays the  Convertible  Debentures,  there
          will be a 20% pre-payment penalty.

     2.   In the event the Company receives  additional  financing  greater than
          $1,000,000  within 60 days of the date of the  Convertible  Debenture,
          all parties  agree to convert at the  conversion  rate  defined in the
          Convertible Debenture.

     3.   In the  event of  conversion,  the  Company  will  pay the  equivalent
          interest as if there was no conversion for a period of two years.

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.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE
None.

ITEM 8A.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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, 2006. 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

                                       32
<PAGE>

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, 2007 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, 2007 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.  Our  internal  control  over  financial  reporting  includes  those
policies and procedures that:

     o    Pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted  accounting  principals,  and the receipts and
          expenditures  are being made only in accordance with  authorization of
          our management;

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statement.

All  internal  control  systems,  no matter  how well  designed,  have  inherent
limitations.  Therefore,  even those  systems  determined  to be  effective  can
provide  only   reasonable   assurance  with  respect  to  financial   statement
preparation and presentation.

Management  assessed the  effectiveness  of the Company's  internal control over
financial  reporting as of December 31, 2007,  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, as of December 31, 2007,  our internal  control over  financial
reporting was effective.

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.





                                       33
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

Name                   Age      Position
--------------------------------------------------------------------------------
James Green            54  Chief Executive Officer, Member of Board of Directors
Doris Christiani       48  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 entering into an 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.

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., 14B Jan Sebastian Drive, Sandwich, MA 02563.

                                       34

ITEM 10.    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, 2007 exceeded $100,000.
<TABLE>
<CAPTION>

                                                                  Stock         Option            Other
             James Green       Year     Salary      Bonus        Awards         Awards        Compensation
         -------------------- ------- ----------- ----------- -------------- ------------- ---------------
         <S>                   <C>     <C>           <C>        <C>              <C>               <C>
                               2007    $175,000       --        $130,000          --               --
                               2006    $151,375       --           --             --               --
                               2005    $156,923       --           --             --               --

                                                                  Stock         Option            Other
           Kevin Kreisler      Year     Salary      Bonus        Awards         Awards        Compensation
         -------------------- ------- ----------- ----------- -------------- ------------- ---------------
                               2007       --          --           --             --               --
                               2006       --          --           --             --               --
                               2005    103,462        --           --             --               --

                                                                 Stock         Option             Other
          Doris Christiani    Year     Salary       Bonus        Awards        Awards         Compensation
         -------------------- ------ ------------ ----------- ------------- -------------- ---------------
                               2007    $100,000        --        $65,000        $22,484             --
                               2006       --           --           --            --                --
                               2005       --           --           --            --                --
</TABLE>

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, 2007 and those options held by the officers on December 31, 2007.
<TABLE>
<CAPTION>

                                                     Option Grants in the Last Fiscal Year
                                                                                             Potential realizable
                                Number of      Percent of total                                value at assumed
                               securities       options granted    Exercise                    annual rates of
                               underlying       to employees in      Price                     appreciation for
                             option granted       fiscal year      ($/share)   Expiration        option term
  ------------------------- ------------------ ------------------ ------------ ------------ ----------- -----------
                                                                                                5%         10%
  ------------------------- ------------------ ------------------ ------------ ------------ ----------- -----------
<S>                              <C>                 <C>             <C>        <C>  <C>     <C>         <C>
  Doris Christiani               220,000             6.3%            $0.06      3/31/2012    $23,608     $24,732
</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, 2007 and held by the officers unvested at December 31, 2006.
<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>

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

The following table provides  information with respect to the equity  securities
that are authorized for issuance under our compensation  plan as of December 31,
2007:

                                       35
<PAGE>
<TABLE>
<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 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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.
<TABLE>
<CAPTION>

Name and Address                      Amount and Nature of               Percentage
of Beneficial Owner                Beneficial Ownership(1)                 of Class
-------------------               -----------------------                ---------
<S>                                          <C>                             <C>
James F. Green                               22,968,540(2)                   70.5%
14B Jan Sebastian Drive
Sandwich, MA 02563

All officers and directors as                23,968,540(2)                   73.6%
a group (2 persons)

GreenShift Corporation                       10,633,333(2)                   32.6%
One Penn Plaza, Suite 1612
New York, NY 10119

YA Global Investments, LP                     2,000,000                       6.1%
101 Hudson Street, Suite 3700
Jersey City, NJ 07303
------------------------------
<FN>

     (1)  Ownership is of record and beneficial unless otherwise noted.

     (2)  Includes 10,633,333 shares owned of record by GreenShift  Corporation.
          GreenShift  Corporation has given a proxy to the Board of Directors of
          GS EnviroServices, Inc. to vote the shares in GreenShift's name at any
          meeting of shareholders or by written  consent.  James F. Green is the
          sole member of the Board of Directors of GS EnviroServices, Inc.
</FN>
</TABLE>

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 19, 2007, GS  EnviroServices,  Inc. and its wholly owned  subsidiaries,
Enviro-Safe   Corporation  and  Enviro-Safe   Corporation   (NE)  (f/k/a/  Jones
Environmental  Services  (NE) Inc.) entered into an Agreement and Plan of Merger
and  Reorganization   ("Merger")  with  TDS  (Telemedicine),   a  publicly  held
corporation.  Pursuant  to the  Agreement,  19,000,000  shares of the  Company's
common  stock were issued to GS  CleanTech  in exchange  for the  purchase of GS
EnviroServices  and its  subsidiaries.  The individuals who were shareholders of
TDS (Telemedicine), Inc. prior to the Merger retained 4,000,000 shares of common
stock  in  the  public  company.   The  Merger  has  been  accounted  for  as  a
reorganization of entities under common control (see Acquisitions).

                                       36
<PAGE>

                                     PART IV
ITEM 13.    EXHIBITS

The  following are exhibits  filed as part of the Company's  Form 10-KSB for the
period ended December 31, 2007:

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 Secured  Convertible   Debenture  dated  January  11,  2008  issued  by  GS
     EnviroServices, Inc. to YA Global Investments, LP. (1)

10-b Global Guaranty  Agreement dated January 11, 2008 among GS  EnviroServices,
     Inc.,  Viridis  Capital LLC, Kevin  Kreisler,  GreenShift  Corporation,  GS
     AgriFuels   Corporation,   GS   CleanTech   Corporation,   each  of   their
     subsidiaries, and YA Global Investments, LP.(1)

10-c Letter Agreement dated January 11, 2008 between GS EnviroServices, Inc. and
     YA Global Investments, LP. (1)

10-d Amended and  Restated  Forbearance  Agreement  dated as of January 11, 2008
     among GS CleanTech Corporation,  GreenShift  Corporation,  Viridis Capital,
     LLC and YA Global Investments, LP. (1)

10-e Form of Convertible Debenture issued on February 11, 2008.(2)

10-f Form of letter agreement dated February 11, 2008 between GS  EnviroServices
     and the purchasers of the Convertible Debentures. (1)

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.

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

     (1)  Filed  as an  exhibit  to the  Current  Report  on Form  8-K  filed on
          February 1, 2008, and incorporated herein by reference.

     (2)  Filed as an exhibit to the  Current  Report on Form 8-K filed on March
          11, 2008, and incorporated herein by reference.

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, 2007 and 2006 are as follows:

                        2007      2006
                     -----------------
Audit fees .......   $55,000   $70,000
Audit-related fees    15,000    15,000
Tax fees .........     5,000     5,000
Other fees .......      --        --
                     -------   -------
       Total fees    $75,000   $90,000
                     =======   =======

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 2007.

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.

                                       37

<PAGE>



                                   SIGNATURES

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

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 14, 2008

In accordance  with the Exchange Act, this report has been signed below on March
11,  2008 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













                                       38