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

                                  FORM 10-KSB/A
                                (Amendment No. 2)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

                         COMMISSION FILE NUMBER: 0-33513

                             TDS (Telemedicine) Inc.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)

NEW YORK                                                            11-3579554
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer ID No.)
 incorporation or organization)

 One Penn Plaza, Suite 1612, New York, N.Y.                            10119
--------------------------------------------------------------------------------
 (Address of principle executive offices)                            (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act.


Common Stock, par value, $.001


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. | |


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  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 10-KSB. |X|


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


The issuer's revenues for the fiscal year ended December 31, 2006 were $0.


The  aggregate  market  value of the issuer's  outstanding  voting stock held by
non-affiliates  on April 17,  2007 based on the last sale  price of such  common
equity on the Pink Sheets on such date, was approximately $160,000.


Transitional Small Business Disclosure Format (check one):   Yes|_| No |X|

Amendment No. 2
---------------

This amendment is being filed because the initial filing incorrectly stated that
the issuer's  common stock was listed on the OTC Bulletin  Board.  The amendment
corrects these  statements by disclosing  that the common stock is listed on the
Pink Sheets.


<PAGE>


<TABLE>

                     TDS (TELEMDICINE), INC. AND SUBSIDIARY
                           ANNUAL REPORT ON FORM 10KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
                                TABLE OF CONTENTS
<CAPTION>

Part I                                                                                           Page No.

<S>               <C>                                                                         <C>
Item 1.           Description of Business................................................................3
Item 2.           Description of Properties..............................................................9
Item 3.           Legal Proceedings.....................................................................10
Item 4.           Submission of Matters to a Vote of Security Holders...................................10

Part II

Item 5.           Market for Common Equity, Related Stockholder Matters and
                    Small Business Issuer Purchases of Equity Securities................................10
Item 6.           Management's Discussion and Analysis or Plan of Operation.............................11
Item 7.           Financial Statements.........................................................F-1 to F-12
Item 8.           Changes and Disagreements with Accountants on
                  Accounting and Financial Disclosure...................................................12
Item 8A.          Controls and Procedures...............................................................12
Item 8B           Other Information.....................................................................12

Part III

Item 9.           Directors and Executive Officers of the Registrant....................................13
Item 10.          Executive Compensation................................................................14
Item 11.          Security Ownership of Certain Beneficial Owners and
                  Related Stockholders Matters..........................................................15
Item 12.          Certain Relationships and Related Transactions........................................16
Part IV
Item 13.          Exhibits..............................................................................17
Item 14.          Principal Accountant Fees and Services................................................17
Signatures        ......................................................................................19
</TABLE>


<PAGE>



                                     PART I


Item 1.    Description of Business


Forward Looking Statements

In addition to historical information, this Form 10-KSB contains forward looking
statements  relating to such matters as  anticipated  financial and  operational
performance,  business  prospects,  and similar matters.  The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  The  Company  notes  that a  variety  of  factors  could  cause the
Company's   actual  results  and  experience  to  differ   materially  from  the
anticipated  results or other  expectations  expressed in the Company's  forward
looking  statements.  When  used in this  Form  10-KSB,  the  words  or  phrases
"believes,"   "anticipates,"   "expects,"   "intends,"   "will  likely  result,"
"estimates,"  "projects"  or similar  expressions  are intended to identify such
forward looking statements,  but are not the exclusive means of identifying such
statements. Such forward-looking statements are only predictions, and the actual
events or results  may  differ  materially  from the  results  discussed  in the
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.   The  Company   undertakes  no  obligation  to  publicly  revise  these
forward-looking  statements to reflect events or circumstances  that arise after
the date of this report.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

TDS (Telemedicine) Inc. has one operating subsidiary, GS EnviroServices, Inc. GS
EnviroServices,   Inc.  and  its  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"),  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:

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

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

The Company is a full service  environmental  company,  operating throughout the
New  England,  Northeast  and  Mid-Atlantic  states.  As of December 31, 2006 we
operated out of four service centers: our Resource Conservation and Recovery Act
(RCRA)  Part B  permitted  TSDF in  Lowell,  Massachusetts;  our  field  service
operations in Sandwich and Milford,  Massachusetts;  and our technical  services
center in Plainville, Connecticut.

OVERVIEW

The  Company  is an  environmental  management  company  providing  a variety of
services to a broad  client base in both the  private  and public  sectors.  Our
services include  collection and  transportation  of industrial  wastes and site
remediation.   Our  focus  is  to  provide   our   clients   with   value-added,
environmentally conscious and cost-effective hazardous waste management services
based on our efficient management of wastes. The environmental  service industry
continues  to be a  challenging  and  dynamic  business  segment.  As a  result,
companies must adapt to changing  market  conditions and  opportunities.  All of
these conditions have resulted in the company's need to take innovative measures
as a condition of achieving success. The management team of Enviro-Safe believes
the company can be successful  through the strength of our team,  the quality of
our  services,  our  commitment  to best  practices,  and offering our customers
superior  technical  solutions for the management,  recycling and reuse of their
wastes.

BUSINESS STRATEGY

Our business  strategy is to expand our geographic  base and to add new services
in the area of technology implementation utilizing unique technologies developed
by our affiliated GreenShift Companies.


As the environmental  services industry  continues to evolve,  our philosophy of
safe, compliant, and cost effective services will continue to expand the Company
through  organic  growth and  acquisition.  As we continue to add field services
capabilities in our current  geographic area, we will continue to develop closer
relationships  with our  broad  client  base and  continue  to offer  additional
services  to  our  existing  clients.   We  anticipate   additional  growth  via
acquisition outside our existing geography.
<PAGE>

Item  1.    Description of Business (Continued)

We anticipate a coordinated effort with other GreenShift  Companies with respect
to  bringing  unique  technologies  to  market  to  differentiate  ourselves  as
environmental service providers. Our goal is to provide Environmental Management
Services across full ranges of needs of our clients with particular  emphasis on
energy and water  resources in addition to our base services of  transportation,
disposal, consulting and remediation services.

MARKET OVERVIEW

For  many  years,  most  chemical  wastes  generated  in the  United  States  by
industrial  processes have been handled on-site at the  generators'  facilities.
Over the past 30 years,  increased  public  awareness of the harmful  effects of
unregulated  disposal of hazardous  wastes on the environment and health has led
to federal,  state and local  regulation  of waste  management  activities.  The
statutes  regulating  the  management  of chemical  wastes  include the Resource
Conservation  and  Recovery  Act,  the  Toxic  Substances  Control  Act  and the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980.
These  statutes are primarily  administered  by the United States  Environmental
Protection Agency and often delegated to states.

Environmental laws and regulations impose stringent standards for the management
of hazardous wastes and provide penalties for violators.  In addition,  based on
these laws and  regulations,  generators  and others are  subject to  continuing
liability for past disposal and  environmental  degradation.  As a result of (1)
the increased  liability  exposure  associated  with chemical  waste  management
activities,  (2) a corresponding  decrease in the  availability of insurance and
significant  cost increases in  administering  compliance,  and (3) the need for
facility capital improvements, many generators of hazardous wastes have found it
uneconomical  to maintain  their own  treatment  and disposal  facilities  or to
develop and  maintain the  technical  expertise  necessary to assure  regulatory
compliance.  Accordingly,  many  generators  have sought to have their hazardous
wastes managed by firms that possess or have access to the appropriate treatment
and  disposal  facilities,  as well as the  expertise  and  financial  resources
necessary  to attain  and  maintain  compliance  with  applicable  environmental
regulatory requirements.

At the same time,  governmental  regulation  has  resulted in a reduction of the
number of  facilities  available  for  hazardous  waste  treatment,  storage  or
disposal,  as many  facilities  have been  unable to meet the  strict  standards
imposed by the environmental laws and regulations. It is in this market that the
Company is growing,  offering  efficient  environmental  services and  effective
recycling as an alternative to disposal of hazardous wastes.

ENVIRONMENTAL LAWS

The Company is by its very nature and purpose an environmental company. As such,
it benefits from  environmental  laws and regulations  under which its customers
produce wastes,  and is itself subject to many  environmental  requirements from
local, state and federal agencies.

The Company must obtain and maintain  federal,  state,  and local  approvals and
permits for each of its facilities and  transportation  activities.  Permits are
required for air emissions, water discharges,  storm water management, solid and
hazardous  waste  management,  spill  prevention  and control,  and transport of
wastes.  These permits and approvals are complex and can be difficult to obtain,
and are therefore considered to be assets.  These licenses and permits,  without
which the  Company  could not  operate,  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.  At this time, the Company is in substantial  compliance  with all
requirements.  Other  than the  unsettled  cases  described  below,  for which a
reserve has been established, no known, material compliance issues exist.

The  Company  has no known  requirements  for  capital  expenditures  to  remain
incompliance  at any of its  facilities.  Operating  expenses to meet regulatory
requirements,  including  all  environmental  permits,  are an integral  part of
operating costs and are not segregated.

Costs  for  compliance  with   environmental  laws  include  safety  and  health
protection  measures,  controls limiting air emissions and effluent  discharges,
emergency  response  capabilities,  storm water  management,  recordkeeping  and
training.

OTHER CONTINGENCIES

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. The
deductible   per   occurrence   for   environmental   impairments   is  $25,000.
Environmental  liability  insurance is carried with policy  limits of $1,000,000
per occurrence and $2,000,000 aggregate with a $5,000,000 umbrella policy.

<PAGE>

Item 1.    Description of Business (Continued)

COMPETITION

The hazardous  waste industry is best  characterized  today as being  fragmented
with a limited number of companies having a national  presence.  Service quality
and type  differs  from region to region and thus pricing is subject to regional
variance. While our principal competition takes the form of disposal in landfill
or  incineration  in  general,  we  compete  for  market  share with a number of
regional companies.

CUSTOMERS

We provide the services of  recycling  and  managing  private and public  sector
hazardous  and other  industrial  wastes.  This takes the form of  collection of
wastes from the point of  generation  and  shipment to  appropriate  third-party
destinations  (disposal and recycling  facilities).  We currently have more than
five  hundred  active  customers  that  generate  many  thousands  of  different
industrial wastes. Our customers range from small companies that generate only a
container a month to large industrial  operations that generate hazardous wastes
in bulk quantities on a weekly basis. Wastes of almost all classifications  pass
through our Lowell, Massachusetts TSDF.

EMPLOYEES

The Company currently has 52 full-time  employees.  In addition to its executive
officers,  the  Company  employs  sales  personnel,  staff  engineers,   process
managers,  maintenance managers,  administrative  personnel and general facility
technicians. There is no union representation for any of our employees.

BUSINESS RISK FACTORS

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

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.

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.
<PAGE>


Item 1.    Description of Business (Continued)

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.

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

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, the continuation and proliferation of, the laws and regulations  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
<PAGE>

Item 1.    Description of Business (Continued)

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 is listed for  quotation on the Pink Sheets.  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 Property

The  Company's  corporate  headquarters  is  located in New York,  New York,  in
offices provided free-of-charge by GreenShift Corporation,  a shareholder of the
Company.  There is no lease  associated  with this location.  The Company leases
properties in Sandwich and Milford, Massachusetts which house our field services
operations  and  administrative  offices.  The lease in Sandwich,  Massachusetts
terminates  in July of 2009 with a five year  option for  renewal.  The  monthly
lease  payment  for the  Sandwich  location  is $1,575 per  month.  The lease in
Milford,  Massachusetts  is on a month to month basis. The monthly lease payment
for the Milford  location  is $2,600 per month.  Additionally,  we lease  office
space in Plainville, Connecticut, which houses our technical services group. The
Plainville,  Connecticut lease terminates November 2007 with one year option for
renewal.  The monthly  lease payment for the  Plainville  location is $2,726 per
month.  We own  property  in Lowell,  Massachusetts,  the  location  of our RCRA
permitted Treatment, Storage and Disposal Facility (TSDF).


Item 3. Legal Proceedings


None.


Item 4. Submission of Matters to a Vote of Security Holders


None.




<PAGE>




                                     PART II


Item 5.     Market for Common Equity and Related Shareholder Matters.

The Company's Common Stock is listed on the Pink Sheets under the trading symbol
"TDST".

The following  table sets forth the high and low closing bid  quotations for the
Company's  Common Stock during the eight  quarters  ending on December 31, 2006.
These quotations reflect  inter-dealer prices without retail mark-up,  mark-down
or commission and may not represent actual transactions.


Period                                   High              Low
 -------------------------------------------------------------------------------

 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

 2005 Fourth Quarter                     2.00                0.80

 2005 Third Quarter                      2.50                1.30

 2005 Second Quarter                     3.00                0.50

 2005 First Quarter                      3.00                1.00

 Title of Class                     Approximate Number of Holders of Record

 Common Stock, 0.001 par value                          47

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

As of April 17, 2007 there were 23,000,000 shares of Company Common Stock issued
and outstanding  held by forty seven registered  holders of record.  This number
may  exclude  individual  shareholders  holding  stock  under  nominee  security
position listings.

The  trading  volume of our  securities  fluctuates  and may be  limited  during
certain periods.  As a result, the pricing and liquidity of an investment in the
Company's securities may be adversely affected.  Because of our stock price, our
Common Stock is subject to the SEC's penny stock rules which  adversely  affects
the ability of persons to purchase or sell our Common Stock.

Dividend Policy

The Company has not paid any  dividends  on its Common Stock and does not expect
to pay any such dividends in the foreseeable  future.  There are no restrictions
that limit the Company's ability to pay dividends on its Common Stock.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity  compensation plans in place but continues to evaluate
their utility for attracting and retaining qualified employees.

Recent Sales of Unregistered Securities

On December 31, 2006, the company issued  3,000,000  shares to GreenShift  Corp.
The shares were issued  under the terms of a  management  agreement  executed in
2005 for  services  provided  to assist in  restructuring  . The sale was exempt
pursuant to Section 4(2) of the  Securities Act since the sale was not made in a
public  offering  and was made to an  entity  whose  principals  had  access  to
detailed  information  about the Company and which was  acquiring the shares for
their its account. There was no underwriter.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Results of Operation:

Throughout  the two years ended  December 31, 2006, the Company was a shell with
no  operations  and no  revenues.  Expenses  incurred  in 2006 in the  amount of
$755,202  related to professional  fees,  consulting fees and costs necessary to
prepare the Company for a strategic acquisition.
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation. (Continued)

Sources of Liquidity

At December 31, 2006, the Company had a working capital deficit of $555,218. The
Company had no cash at December 31, 2006. The Company had no internal sources of
liquidity.  The  external  sources of  liquidity  came from its  execution  of a
consulting  agreement with GreenShift  Corporation  whereby GreenShift  provided
working  capital and management  services to prepare the Company for a strategic
transaction.

In March 2007 the Company  acquired the capital  stock of GS  EnviroServices  in
exchange for 19,000,000 shares of the Company's common stock.

The Company has no off-balance sheet arrangements.

Item 7. Financial Statements.

The  information  in  response  to  this  item  is set  forth  in the  Financial
Statements beginning on page F-1 of this report on Form 10-KSB.

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.  James F. Green,  our Chief
Executive Officer, and Kevin Kreisler, our Chief Financial Officer,  carried out
an evaluation of the  effectiveness  of the  Company's  disclosure  controls and
procedures as of December 31, 2006. Pursuant to Rule13a-15(e) promulgated by the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934,  "disclosure  controls and procedures" means controls and other procedures
that are  designed to insure that  information  required to be  disclosed by the
Company in the reports that it files with the Securities and Exchange Commission
is recorded, processed, summarized and reported within the time limits specified
in the Commission's rules. "Disclosure controls and procedures" include, without
limitation,  controls and  procedures  designed to insure that  information  the
Company is required to disclose in the reports it files with the  Commission  is
accumulated and communicated to our Chief Executive  Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required  disclosure.
Based on  their  evaluation,  Messrs.  Green  and  Kreisler  concluded  that the
Company's  system of  disclosure  controls and  procedures  was  effective as of
December 31, 2006 for the purposes described in this paragraph.


Changes in  Internal  Controls.  There was no change in internal  controls  over
financial  reporting  (as  defined  in  Rule  13a-15(f)  promulgated  under  the
Securities  Exchange Act or 1934)  identified in connection  with the evaluation
described in the preceding  paragraph  that occurred  during the fiscal  quarter
ended December 31, 2006 that has materially  affected or is reasonably likely to
materially affect the Company's internal control over financial reporting.


Item 8B    Other Information


None.




<PAGE>

                                    PART III

Item 9. Directors and Executive Officers of the Registrant.


 Name                 Age                 Position
 ----                 ---                 --------

Kevin Kreisler        34        Chairman of the Board, Chief Financial Officer

James Green           53        Chief Executive Officer

Kevin  Kreisler  has over  fifteen  years  of  diversified  business  experience
specifically including the operation of publicly-traded  companies. Mr. Kreisler
is  currently  the  Chairman  of the Board,  Chief  Executive  Officer and Chief
Compliance Officer of GreenShift  Corporation,  and he serves as Chairman of the
Board  of  GS  CleanTech   Corporation,   GreenWorks   Corporation,   GS  Energy
Corporation, GS AgriFuels Corporation, GS Carbon Corporation, and is a member of
the board of directors of Ovation Products  Corporation.  Mr. Kreisler served as
GS CleanTech Corporation's vice-president from 1998 to 2000, president from 2000
to 2002, and chief  executive  officer from 2002 to February 2005. Mr.  Kreisler
founded GreenShift initially as vehicle to support the growth and development of
Veridium,  an  environmental  services company that specializes in the recycling
and reuse of industrial waste. Mr. Kreisler is a graduate of Rutgers  University
College  of  Engineering  (B.S.,  Civil and  Environmental  Engineering,  1994),
Rutgers  University  Graduate  School of Management  (M.B.A.,  1995) and Rutgers
University School of Law (J.D.,  1997). Mr. Kreisler is admitted to practice law
in New Jersey and the  United  States  District  Court for the  District  of New
Jersey.

James Green was President and Chief  Executive  Officer of Veridium  Corporation
from February 2005 until September 2005. From 2003 until February 2005 Mr. Green
was the Chief Operations Officer for Veridium. Until it was acquired by Veridium
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.

Audit Committee

The Board of Directors has not appointed an Audit Committee.  The functions that
would  be  performed  by an  Audit  Committee  are  performed  by the  Board  of
Directors.  The Board of Directors does not have an "audit  committee  financial
expert," because there is only one Board member.

Code of Ethics

The Company has not adopted a formal code of ethics  applicable to its executive
officers.  The Board of Directors has  determined  that the Company's  financial
operations are not sufficiently  complex to warrant adoption of a formal code of
ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

None of the  officers,  directors or  beneficial  owners of more than 10% of the
Company's  common stock failed to file on a timely basis the reports required by
Section 16(a) of the Exchange Act during the year ended December 31, 2006.


Item 10. Executive Compensation

Set forth below is information  with respect to compensation  paid to or accrued
by the Company for the fiscal years ended  December  31, 2004,  2005 and 2006 to
the Company's Chief Executive Officer and other executive officers.




<PAGE>
<TABLE>

  Item 10. Executive Compensation (Continued)
<CAPTION>

                                                                                                 Restricted
                                                                                                 Options
                                                                    Base           Other          Principle
                                                                   Annual          Annual           SARs
  Name and Position                 Year             Salary         Bonus         Compensation     Stock
------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>
Kevin Kreisler                      2006            $      0        N/A              N/A            N/A
Chairman of the Board               2005            $      0        N/A              N/A            N/A
Former Chief Executive Officer      2004            $      0        N/A              N/A            N/A

James Green                         2006            $151,375        N/A              N/A            N/A
Chief Executive Officer             2005            $156,923   $100,000              N/A            N/A
                                    2004            $146,537        N/A              N/A            N/A
</TABLE>

Item 11.    Security Ownership of Certain Beneficial Owners and Management and
            Related Stockholder Matters.

The following  table sets forth certain  information  regarding the  "beneficial
ownership"  of  TDST's  common  stock as of  April  17,  2007 by each of  TSDT's
directors and executive  officers,  all current directors and executive officers
as a group, and persons or groups owning more than 5% of the outstanding  Common
Stock. This information is based upon information  received from or on behalf of
the named individuals.  SEC Rule 13d-3 under the Securities Exchange Act of 1934
defines "beneficial  ownership" to mean the right to vote or exercise investment
power,  or to share in the  right to vote or  exercise  investment  power,  with
respect to the specified securities, whether or not the specified person has any
economic interest in the specified securities. In computing the number of shares
beneficially  owned by a person and the  percentage  ownership  of that  person,
shares of common stock  subject to options or warrants  held by that person that
are currently  exercisable or exercisable  within 60 days of the date hereof are
deemed  outstanding.  Except as  indicated  in the  footnotes  to this table and
pursuant to applicable  community  property laws, each stockholder  named in the
table has sole voting and investment  power with respect to the shares set forth
opposite  such  stockholder's  name.  The  percentage   ownership  is  based  on
23,000,000 shares of Common Stock issued and outstanding as of April 17, 2007.

The following  table sets forth certain  information  regarding the  "beneficial
ownership"  of  TDST's  common  stock as of  April  17,  2007 by each of  TSDT's
directors and executive  officers,  all current directors and executive officers
as a group, and persons or groups owning more than 5% of the outstanding  Common
Stock. This information is based upon information  received from or on behalf of
the named individuals.  SEC Rule 13d-3 under the Securities Exchange Act of 1934
defines "beneficial  ownership" to mean the right to vote or exercise investment
power,  or to share in the  right to vote or  exercise  investment  power,  with
respect to the specified securities, whether or not the specified person has any
economic interest in the specified securities. In computing the number of shares
beneficially  owned by a person and the  percentage  ownership  of that  person,
shares of common stock  subject to options or warrants  held by that person that
are currently  exercisable or exercisable  within 60 days of the date hereof are
deemed  outstanding.  Except as  indicated  in the  footnotes  to this table and
pursuant to applicable  community  property laws, each stockholder  named in the
table has sole voting and investment  power with respect to the shares set forth
opposite  such  stockholder's  name.  The  percentage   ownership  is  based  on
23,000,000 shares of Common Stock issued and outstanding as of April 17, 2007.


<PAGE>



Item 11.    Security Ownership of Certain Beneficial Owners and Management and
            Related Stockholder Matters. (Continued)
<TABLE>
<CAPTION>

Name and Address of                    Amount and Nature of Beneficial      Percentage of Outstanding
   Beneficial Owner                              Ownership                            Shares
------------------------------------------------------------------------------------------------------
<S>                                          <C>                                     <C>
GreenShift Corporation                       17,000,000(1)                           73.91%
  One Penn Plaza, Suite 1612
  New York, NY 10119

  GS CleanTech Corporation                   14,000,000                              55.06%
  One Penn Plaza, Suite 1612
  New York, NY 10119

  Kevin Kreisler                             17,000,000(2)                           73.91%
  One Penn Plaza, Suite 1612
  New York, NY 10119

  James Green                                 5,000,000                              19.67%
  10 North Glen Drive
  Mashpee, MA 02649

  All Officers and Directors                 22,000,000                              95.65%
    as a group (2 persons)
<FN>

(1)  Includes  14,000,000 shares owned by GS CleanTech  Corporation,  which is a
     subsidiary of GreenShift Corporation


(2)  Represents shares owned by GreenShift Corporation, of which Mr. Kreisler is
     Chief Executive Officer and majority shareholder.
</FN>
</TABLE>


Item 12. Certain Relationships and Related Transactions

In May 2005,  the Company  entered into a  Management  Services  Agreement  with
GreenShift  Corporation  under  which  GreenShift  agreed to provide  management
assistance,  financial support, and business development services. The agreement
is for a term of one year and provides  for  GreenShift  to receive  $50,000 per
quarter  payable in cash or Hugo  common  stock  until such time as the  Company
completes a strategic transaction.  The Company recognized $200,000 and $106,250
for the years ended  December  31,  2006 and 2005,  respectively,  for  services
provided under the Management Services Agreement.

During the year ended  December 31, 2005  GreenShift  paid  certain  liabilities
totaling $75,897 on behalf of the Company.

On December 29, 2005,  the Company  issued a $182,147  convertible  debenture in
exchange for its outstanding liability to GreenShift  Corporation.  The $182,147
convertible  debenture is due and payable on December 31, 2006, bearing interest
at 5% per year, payable in cash or convertible into Hugo common shares.

For the year ended December 31, 2006,  interest  expense of $23,690 was incurred
and accrued for amounts due to GreenShift.

During the year ended  December 31, 2006  GreenShift  paid  certain  liabilities
totaling $112,342 on behalf of the company.

On December 31, 2006 the Company issued to GreenShift a Promissory Note totaling
$531,749  in  settlement  of the  $182,147  convertible  debenture,  $200,000 in
accrued management fees,  $112,342 paid by GreenShift for certain liabilities on
behalf of the Company, $23,690 of accrued interest, and $13,570 of miscellaneous
liabilities due to GreenShift.

In March 2007 TDS  (Telemedicine)  acquired GS EnviroServices  from GS CleanTech
Corporation  in exchange for  19,000,000  shares of the Company's  common stock.
GreenShift Corporation, the majority shareholder of TDS




<PAGE>


Item 12. Certain Relationships and Related Transactions (Continued)

(Telemedicine)  is also the majority  shareholder  of GS CleanTech  Corporation.
Kevin Kreisler was, at the time of the transfer, the sole member of the Board of
Directors of TDS (Telemedicine) and the sole member of the Board of Directors of
GS CleanTech Corporation.

                                     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, 2006:

Exhibit Number                              Description

3-a  Certificate  of  Incorporation  -  filed  as an  exhibit  to the  Company's
     Registration  Statement on Form 10-SB on January 18, 2002, and incorporated
     herein by reference.


3-a  (1) Certificate of Amendment of Certificate of  Incorporation - filed as an
     exhibit to the  Company's  Information  Statement  on Schedule 14C filed on
     January 21, 2003, and incorporated herein by reference.


3-b  Bylaws - filed as an exhibit to the  Company's  Registration  Statement  on
     Form 10-SB on January 18, 2002, and incorporated herein by reference.


10-a Management   Services   Agreement   between  the  Company  and   GreenShift
     Corporation  dated May 2005.  Filed as an exhibit to the  Company's  Annual
     Report on Form 10-KSB for the year ended December 31, 2003 and incorporated
     herein by reference.


10-a (1)  Amendment  No. 1 to  Consulting  Agreement  between  the  Company  and
     GreenShift Corporation.  Filed as an exhibit to the Company's Annual Report
     on Form 10-KSB for the year ended December 31, 2003 and incorporated herein
     by reference.


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

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

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

Item 14.  Principal Accountant Fee and Services


In  September  2005  TDST  retained  Rosenberg  Rich  Baker  Berman & Co. as its
principal  accountant.  Rosenberg  Rich  Baker  Berman & Co.  had  performed  no
services for TDST prior to that date.

Audit Fees  Rosenberg  Rich Baker  Berman & Co.  billed the  Company  $54,350 in
connection with the audits of the company's  financial  statements for the years
ended December 31, 2006, 2005, 2004 and 2003.

<PAGE>

Item 14.  Principal Accountant Fee and Services. (Continued)

Tax Fees

Rosenberg  Rich Baker  Berman & Co. did not bill the  Company in the years ended
December 31, 2006, 2005, 2004, or 2003 for  professional  services  rendered for
tax compliance, tax advice and tax planning.

All Other Fees

Rosenberg Rich Baker Berman & Co. did not bill the Company for any other fees in
the years ended December 31, 2005 and 2006.

It is the policy of TDST's  board of  directors  to approve all  engagements  of
their  independent  auditors to render audit or non-audit  services prior to the
initiation of such services.




<PAGE>










                             TDS (Telemedicine) Inc.


                                FINANCIAL REPORT


                                DECEMBER 31, 2006


                                    CONTENTS


 Page

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...............F-1

FINANCIAL STATEMENTS

Balance Sheets.........................................................F-2

Statements of Operations...............................................F-3

Statements of Changes in Stockholders' Impairment......................F-4

Statements of Cash Flows...............................................F-5

Notes to  Financial Statements.........................................F-6






























<PAGE>

            Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of tds (TeleMedicine) Inc.


We have audited the accompanying  balance sheet of tds (Telemedicine) Inc. as of
December  31,  2006,  and the  related  statements  of  operations,  changes  in
stockholders' deficiency and cash flows of the years ended December 31, 2006 and
2005.  These  financial  statements  are  the  responsibility  of the  company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of tds (TeleMedicine)  Inc. as of
December 31, 2006,  and the results of its operations and its cash flows for the
years ended December 31, 2006 and 2005 in conformity with accounting  principles
generally accepted in the United States of America.

As  discussed  in  Note  8  to  the  financial   statements,   the  accompanying
consolidated balance sheet as of December 31, 2006 and the related statements of
operations, stockholders' deficiency and cash flows for the year then ended have
been restated.


                                    /s/ Rosenberg, Rich, Baker & Co.


Bridgewater, New Jersey April 6, 2007 except for Note 8, as to which the date is
May 15, 2007






























                                       F-1





<PAGE>



                             TDS (TELEMEDICINE) INC.

<TABLE>

                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2006


                                     ASSETS
<CAPTION>
                                                                    2006 (Restated)
                                                                    --------------
<S>                                                                 <C>
TOTAL ASSETS ...................................................    $         0
                                                                    ===========



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES

 Accrued expenses ..............................................         21,219
 Income Taxes Payable ..........................................          2,250
 Promissory Note - Related Party ...............................        531,749
                                                                    -----------

       Total current liabilities ...............................        555,218


STOCKHOLDERS' DEFICIENCY

Common stock, $.001 par value,
100,000,000 shares authorized 6,185,000
shares issued  and outstanding .................................          6,185
Additional paid-in capital .....................................      1,288,547
Accumulated deficit ............................................     (1,849,950)
                                                                    -----------

TOTAL STOCKHOLDERS' DEFICIENCY .................................       (555,218)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFCIENCY ..................    $         0
                                                                    ===========









                The Notes to Financial Statements are an integral
                            part of this statement.
</TABLE>

                                       F-2


<PAGE>




                             TDS (TELEMEDICINE) INC.
<TABLE>


                             STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005
<CAPTION>

                                                      (Restated)
                                                         2006          2005
                                                     --------------------------
<S>                                                  <C>            <C>
OPERATING REVENUES ...............................   $         0    $         0

COST OF SALES ....................................             0              0
                                                     -----------    -----------

          Gross profit ...........................             0              0

GENERAL AND ADMINISTRATIVE EXPENSES ..............       730,762        334,865
                                                     -----------    -----------


         Loss from operations ....................   $  (730,762)   $   (34,865)

OTHER INCOME (EXPENSE)
    Interest expense .............................       (23,690)        (8,569)
    Amortization Expense .........................      (101,423)             0
    Income from change in derivative liability ...       101,423              0
                                                     -----------    -----------

     Loss before income tax ......................      (754,452)      (343,434)

INCOME TAX .......................................           750            750
                                                     -----------    -----------

NET LOSS .........................................   $  (755,202)   $  (344,184)
                                                     ===========    ===========

Loss per share:(Basic & Diluted) .................   $     (0.75)   $     (0.36)
                                                     ===========    ===========



Weighted average number
    of shares outstanding Basic ..................     1,008,219        955,058
                                                     ===========    ===========




                The Notes to Financial Statements are an integral
                            part of this statement.

</TABLE>






                                       F-3

<PAGE>




                             TDS (TELEMEDICINE) INC.
<TABLE>


           STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY (Restated)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

<CAPTION>

                                                                        Additional      Deferred
                                                                          Paid-in      Stock Based
                                              Common Stock                Capital      Consultant      Accumulated
                                         Shares          Amount          (Discount)       Fee           Deficit          Total
                                       --------------------------------------------------------------------------------------------


<S>                                      <C>           <C>             <C>            <C>             <C>             <C>
Balance, December 31, 2004 .........     70,707,296    $     70,707    $    511,825   $          0    $   (750,564)   $   (168,032)

Issuance of Common Stock ...........     29,292,704          29,293         120,707           --              --           150,000

Deferral of stock based
     Consultant fee arrangement ....           --              --              --         (150,000)           --              --


Net Loss ...........................           --              --              --             --          (344,184)       (344,184)
                                       ------------    ------------    ------------   ------------    ------------    ------------


Balance, December 31, 2005 .........    100,000,000    $    100,000    $    632,532   $   (150,000)   $ (1,094,748)   $   (512,216)
                                       ============    ============    ============   ============    ============    ============



Net Loss ...........................           --              --              --             --          (755,202)       (755,202)
Reverse Split ......................    (99,000,000)        (99,000)         99,000           --              --              --

Recognition of stock based
     Consultant fee arrangement.....           --              --              --          150,000            --           150,000

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

Issuance of shares in lieu of
     management agreement
     compensation..................       3,000,000           3,000         297,000           --              --           300,000

                                       ============    ============   ============    ============    ============    ============

Balance, December 31, 2006 .........      6,185,000    $      6,185    $  1,288,547   $          0    $ (1,849,950)   $   (555,218)
                                       ============    ============    ============   ============    ============    ============


                The Notes to Financial Statements are an integral
                            part of this statement.
</TABLE>













                                       F-4
<PAGE>


                             TDS (TELEMEDICINE) INC.
                            STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>

                                                                           12/31/06      12/31/05
                                                                           --------      --------
Cash flow from operating activities

<S>                                                                        <C>          <C>
     Net Loss ..........................................................   $(755,202)   $(344,184)

 Adjustments to reconcile net loss to cash used in operating activities:
  Debt issuance for related party payable ..............................           0      182,147
  Change in accounts payable and accrued expenses ......................     268,420       (2,282)
  Change in due to related party .......................................     336,032      313,569
  Change in accrued income taxes .......................................         750          750
  Deferred Stock based compensation ....................................     150,000     (150,000)
                                                                           ---------    ---------

Net Cash used in operating activities ..................................           0            0
                                                                           ---------    ---------
Cash flow from investing activities
 Cash used in investing activities
   of discontinued operations ..........................................           0            0
                                                                           ---------    ---------
       Net cash used in investing activities ...........................           0            0

Cash flow from financing activities
Proceeds from issuance of common stock .................................           0            0
Cash from other financing activities
    of discontinued operations .........................................           0            0
                                                                           ---------    ---------
          Net cash provided by financing activities ....................           0            0

Net increase/(decrease) in cash ........................................           0            0

Cash, beginning of year ................................................           0            0
                                                                           ---------    ---------

Cash, end of year ......................................................   $       0    $       0
                                                                           =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:
Interest ...............................................................   $       0    $       0
Income Taxes ...........................................................   $       0    $       0

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

In March 2005,  the Company  issued  292,927  shares of common  stock  valued at
$150,000 for previously incurred company liabilities.

During the year ended December 31, 2005, the Company issued a convertible demand
note to  GreenShift  Corporation  in the  amount of  $182,147  in  exchange  for
advances  made by  GreenShift  Corporation  for expenses  paid on the  Company's
behalf, and accrued management fees of $150,000.

On December 31, 2006,  the Company  issued  3,000,000  shares of common stock to
GreenShift in lieu of compensation under a 2005 management agreement.

On December  31,  2006 the  Company  issued a  Promissory  Note for  $531,749 to
GreenShift for amounts due to GreenShift under the December 31, 2005 convertible
demand note, accrued interest, and advances made to the Company by GreenShift.

                The Notes to Financial Statements are an integral
                            part of this statement.
</TABLE>


                                       F-5



<PAGE>

                             TDS (TELEMEDICINE) INC.
                          NOTES TO FINANCIAL STATEMENTS

1        BASIS OF PRESENTATION

TDS  (Telemedicine),  Inc.  ("we",  the "Company" or "TDS") is a holding company
that no longer has any operating  subsidiaries.  The company's  former operating
subsidiary,  entered into bankruptcy  protection under United Kingdom bankruptcy
laws and went through formal liquidation  procedures during 2004. The Company no
longer has any operations.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For accounts payable and accrued expenses, the carrying amount approximates fair
value because of the short term maturity of these instruments.

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

NET INCOME/(LOSS) PER SHARE

The  Company  calculates  net  income  per share as  required  by  Statement  of
Financial  Accounting Standards No. 128, "Earnings Per Share" whereby basic loss
per share is computed by  dividing  the net loss for the period by the  weighted
average number of shares of common stock outstanding during the period.

INCOME TAXES

In accordance  with the provisions of Financial  Accounting  Standards Board No.
109, "Accounting for Income Taxes",  deferred taxes are recognized for operating
losses that are available to offset future taxable income.  Valuation allowances
are  established  when  necessary  to reduce  deferred  tax assets to the amount
expected to be realized. The Company incurred net operating losses for financial
reporting and tax reporting purposes.

STOCK BASED COMPENSATION

The Company  accounts for stock,  stock  options and stock  warrants  issued for
services  and  compensation  to  employees  under  the fair  value  method.  For
non-employees,  the fair market value of the Company's  stock is measured on the
date of stock  issuance or the date an  option/warrant  is granted.  The Company
determined  the fair  market  value of the  warrants/options  issued  under  the
Black-Scholes Pricing Model.  Effective January 1, 2006, the Company adopted the
provisions of SFAS 123(R), SHARE-BASED PAYMENT, which establishes accounting for
equity instruments exchanged for employee services. 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).
Prior to January 1, 2006, the Company accounted for share-based  compensation to
employees in accordance with Accounting  Principles  Board (APB) Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES,

                                       F-6

<PAGE>

                             TDS (TELEMEDICINE) INC.
                          NOTES TO FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

and  related   interpretations.   The  Company  also  followed  the   disclosure
requirements of SFAS 123, ACCOUNTING FOR STOCK-BASED  COMPENSATION.  The Company
elected to adopt the modified prospective  transition method as provided by SFAS
123(R) and,  accordingly,  financial  statement  amounts  for the prior  periods
presented  in the Form 10-KSB  have not been  restated to reflect the fair value
method of expensing share-based compensation.

DERIVATIVE INSTRUMENTS

Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities," as amended and EITF Issue No.
00-19,   "Accounting  for  Derivative  Financial  Instruments  Indexed  to,  and
Potentially  Settled in, a Company's Own Stock,"  require all  derivatives to be
recorded  on the  balance  sheet at fair  value.  These  derivatives,  including
embedded  derivatives in our structured  borrowings,  are separately  valued and
accounted for on our balance sheet with changes in fair value recognized  during
the  period of change as a  separate  component  of other  income/expense.  Fair
values for exchange-traded securities and derivatives are based on quoted market
prices.  Where the market  prices are not  readily  available,  fair  values are
determined using market based pricing models  incorporating  readily  observable
market data and require judgment and estimates.

The pricing model we use for  determining  fair value of our  derivatives is the
Black-Scholes  Pricing Model.  Valuations derived from this model are subject to
ongoing  internal  and  external   verification  and  review.   The  model  uses
market-sourced  inputs  such as  interest  rates and stock  price  volatilities.
Selection  of these  inputs  involves  management's  judgment and may impact net
income.

REVENUE RECOGNITION

The Company had no revenue in 2006 and 2005.

BANKRUPTCY - TDS (TELEMEDICINE) Inc.

In June 2004 an order of administration  was entered against TDS  (TELEMEDICINE)
Inc., an operating  subsidiary,  under United Kingdom bankruptcy laws. The order
provides TDS (TELEMEDICINE)  Inc. protection from its creditors and in June 2004
the  court  appointed  administrators  to aid  TDS  (TELEMEDICINE)  Inc.  in its
day-to-day operations.  The effects of this on the Company's operations resulted
in the winding down of operations.

DISCONTINUED OPERATIONS AND DECONSOLIDATION OF SUBSIDIARIES

Under  generally  accepted  accounting  principles,  consolidation  is generally
required for investments of more than 50% of the outstanding  voting stock of an
investee,  except when  control is not held by the majority  owner.  Under these
rules,  legal  reorganization  or  bankruptcy  represent  conditions  which  can
preclude  consolidation  in instances  where  control  lies with the  bankruptcy
court, rather than the majority owner. Accordingly, due to the appointment of an
administrator, the Company ceased to consolidate the financial results of its UK
subsidiary beginning in June 2004.

NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 155,  "Accounting for Certain Hybrid  Financial  Instruments".  SFAS No. 155
amends FASB  Statements  No. 133,  Accounting  for  Derivative  Instruments  and
Hedging  Activities , and No. 140,  Accounting  for  Transfers  and Servicing of
Financial  Assets and  Extinguishments  of  Liabilities  and permits  fair value
remeasurement  for any hybrid  financial  instrument  that  contains an embedded
derivative that otherwise would require bifurcation.

SFAS No. 155 is effective for all financial  instruments  acquired,  issued,  or
subject to a remeasurement (new basis) event occurring after the beginning of an
entity's first fiscal year that begins after September 15, 2006. 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.


                                       F-7


<PAGE>


                             TDS (TELEMEDICINE) INC.
                          NOTES TO FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March  2006,  the FASB  issued  SAFS No. 156  "Accounting  for  Servicing  of
Financial  Asset".  SFAS No. 156 amends FASB Statement No. 140,  "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities",
with respect to the accounting for separately  recognized  servicing  assets and
servicing liabilities.

SFAS No. 156 is effective as of the  beginning of an entity's  first fiscal year
that  begins  after   September  15,  2006.   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 FASB issued SFAS No. 157, "Fair Value 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.

On September  13,  2006,  the SEC released  Staff  Accounting  Bulletin No. 108,
"Considering  the  Effects  of  Prior  Period   Misstatements  When  Quantifying
Misstatements in Current Year Financial Statements.", which provides guidance on
the  consideration  of the effects of prior year  misstatements  in  quantifying
current year  misstatements  for the purpose of a  materiality  assessment.  The
standard is effective for the first annual financial statements for fiscal years
beginning  after  November 15, 2006.  The Company is currently  considering  the
effect of implementing the requirements of this standard.

On  February  3, 2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-4,
"Classification   of  Options  and  Similar   Instruments   Issued  as  Employee
Compensation  That Allow for Cash Settlement Upon the Occurrence of a Contingent
Event." This FASB Staff Position (FSP) addresses the  classification  of options
and  similar  instruments  issued as employee  compensation  that allow for cash
settlement upon the occurrence of a contingent  event.  The guidance in this FSP
amends  paragraphs  32 and  A229 of  FASB  Statement  No.  123  (revised  2004),
Share-Based Payment

On October  10,  2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-5,
"Amendment of FASB Staff  Position FAS 123R-1." This FASB Staff  Position  (FSP)
addresses  whether a modification  of an instrument in connection with an equity
restructuring  should be considered a modification  for purposes of applying FSP
FAS  123(R)-1,   "Classification  and  Measurement  of  Freestanding   Financial
Instruments  Originally  Issued in Exchange  for  Employee  Services  under FASB
Statement No. 123(R)."

On  February  3, 2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-6,
"Technical  Corrections of FASB Statement No.  123(R)." This FASB Staff Position
(FSP) addresses certain technical corrections of FASB Statement No. 123 (revised
2004), Share-Based Payment.

The  Company's  adoption  of SFAS  123(R)  and the  implementation  of these new
standards did not have a material  impact on the Company's  financial  position,
results of operations and cash flows.

3        STOCK ISSUED FOR SERVICES

CONSULTING AGREEMENT WITH GREENSHIFT CORPORATION

In May 2005, the Company  entered into a consulting  agreement  with  GreenShift
Corporation whereby GreenShift agreed to provide management  consulting services
including  developing a business plan for the Company,  negotiating  settlements
with  creditors,  and  obtaining  sources of financing.  The Company  recognized
consulting  expense  of  $150,000  in 2006 and  $150,000  in 2005  for  services
provided  under the  consulting  agreement.  Under  the terms of the  consulting
agreement,  GreenShift  received  3,000,000 shares of restricted common stock on
December 30, 2006 in lieu of a $300,000  cash  payment.  As of December 30, 2006
the services to be provided under the consulting agreement were completed.



                                       F-8

<PAGE>

                             TDS (TELEMEDICINE) Inc.
                          NOTES TO FINANCIAL STATEMENTS

4        RELATED PARTY TRANSACTIONS

In May 2005,  the Company  entered into a  Management  Services  Agreement  with
GreenShift  Corporation  under  which  GreenShift  agreed to provide  management
assistance,  financial support, and business development services. The agreement
is for a term of one year and provides  for  GreenShift  to receive  $50,000 per
quarter  payable in cash or Hugo  common  stock  until such time as the  Company
completes a strategic transaction.  The Company recognized $200,000 and $106,250
for the years ended  December  31,  2006 and 2005,  respectively,  for  services
provided under the Management Services Agreement.

During the year ended  December 31, 2005  GreenShift  paid  certain  liabilities
totaling $75,897 on behalf of the Company.

On December 29, 2005,  the Company  issued a $182,147  convertible  debenture in
exchange for its outstanding liability to GreenShift  Corporation.  The $182,147
convertible  debenture is due and payable on December 31, 2006, bearing interest
at 5% per year, payable in cash or convertible into Hugo common shares.

For the year ended December 31, 2006,  interest  expense of $23,690 was incurred
and accrued for amounts due to GreenShift.

During the year ended  December 31, 2006  GreenShift  paid  certain  liabilities
totaling $112,342 on behalf of the company.

On December 31, 2006 the Company issued to GreenShift a Promissory Note totaling
$531,749  in  settlement  of the  $182,147  convertible  debenture,  $200,000 in
accrued management fees,  $112,342 paid by GreenShift for certain liabilities on
behalf of the Company, $23,690 of accrued interest, and $13,570 of miscellaneous
liabilities due to GreenShift.

5        CONVERTIBLE DEBENTURE

The note  payable  to  GreenShift  Corporation  as of  December  31,  2005 was a
convertible  demand note due December 31, 2006. Under the terms of the debenture
it was  convertible  into shares of the Company's  common stock at the option of
the holder at any time.  The number of issuable  common  shares was equal to the
amount of the note  divided by the average of the three  lowest  closing  market
prices of the  stock  during  the  thirty  trading  days  preceding  conversion,
provided such issuance did not give GreenShift more than a 4.95% common stock of
the Company.

As of  December  31,  2005,  in  accordance  with SFAS 133 and EITF  00-19,  the
conversion feature associated with the $182,147 convertible debenture represents
an embedded  derivative.  The Company recognized the embedded  derivative in the
amount of $101,401 as a liability and note discount as of December 31, 2005. The
estimated  fair  value of the  embedded  derivative  at  December  31,  2005 was
calculated  based on a  convertible  debt  pricing  model  using  the  following
assumptions:


Coupon rate ...........     5%

Share price ...........   $0.80

Expected volatility ...   150%

Risk free interest rate   4.39%

Market rate of interest     5%






                                       F-9
<PAGE>

                             TDS (TELEMEDICINE) Inc.
                          NOTES TO FINANCIAL STATEMENTS


7        SUBSEQUENT EVENT

On January 1, 2007,  GS  CleanTech  transferred  its  ownership  of  Enviro-Safe
Corporation and EnviroSafe Corporation (NE) (f/k/a/ Jones Environmental Services
(NE) Inc.) to GS EnviroServices  Inc., a newly formed wholly owned subsidiary of
GS CleanTech.

On March 19, 2007, Telemedicine (the "Company") acquired GS EnviroServices, Inc.
including 100% of the outstanding  capital stock of Enviro-Safe  Corporation and
100% of the issued and outstanding capital stock of Enviro-Safe Corporation (NE)
(f/k/a Jones Environmental  Services (NE), Inc.) (collectively,  "Enviro-Safe").
The Company acquired the shares of Enviro-Safe from GS CleanTech Corporation. In
consideration for the shares,  the Company issued to the GS CleanTech a total of
nineteen million shares of Company common stock. After closing this acquisition,
GS CleanTech  subsequently  assigned five million shares of Company common stock
to James F.  Green,  the chief  executive  officer  of  Enviro-Safe  and the new
president and chief executive  officer of the Company,  in  consideration of his
surrender of certain equity interests in GS CleanTech.

Subsequent to the acquisition of Enviro-Safe,  Kevin Kreisler,  as sole director
of the Company,  resigned  from his position as chief  executive  officer of the
Company and elected  James F. Green to serve as the  Company's new president and
chief executive  officer upon the closing of the stock  purchase.  Mr. Green was
also  appointed to the  Company's  board of  directors  after the closing of the
Company's  acquisition of Enviro-Safe.  Mr. Kreisler will remain chairman of the
Company's board of directors.

8        RESTATEMENT

During 2006,  the Company  determined  it had not  accounted for the issuance of
2,185,000 share of Common Stock to be issued for consulting services.

The impact of these adjustments of the Company's financial results as originally
reported is summarized below:

Year ended December 31, 2006
                                       As Reported    As Restated
                                       --------------------------
Accumulated deficit ................   (1,587, 750)   (1,849,950)
Additional paid in capital .........     1,028,532     1,288,547
Stockholders equity ................      (555,218)     (555,218)
Net loss applicable to shareholders       (493,002)     (755,202)
Net loss per common share ..........         (0.49)        (0.74)























                                      F-10



<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.




 TDS (Telemedicine) Inc.

By

              /S/       JAMES GREEN
              ---------------------
                        JAMES GREEN
                        Chief Executive Officer


             In accordance with the Exchange Act, this Report has been signed
below on April 17, 2007 by the following persons, and in the capacities and on
the dates indicated.


              /S/       JAMES GREEN
              ---------------------
                        JAMES GREEN, CHIEF EXECUTIVE OFFICER, DIRECTOR

              /S/       KEVIN KREISLER
              ------------------------
                        KEVIN KRIESLER, CHIEF FINANCIAL OFFICER, DIRECTOR


























                                      F-11