UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005 |_|

TRANSITION  REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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, NY                       10119
--------------------------------------------------------------------------------
Address of principle executive offices)                    (Zip Code)  tds

Issuers telephone number (212) 994-5374

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, 2005 were $-0-. The
aggregate  market  value  of the  issuer's  outstanding  voting  stock  held  by
non-affiliates  on July 12,  2006,  based on the last sale price of such  common
equity on the Pink Sheets on such date, was $131,414.

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


<PAGE>


<TABLE>

                     TDS (TELEMDICINE), INC. AND SUBSIDIARY
                           ANNUAL REPORT ON FORM 10KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                                TABLE OF CONTENTS
<CAPTION>

Part I                                                                                           Page No.
<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 Common Equity, Related Stockholder Matters
                   and Small Business Issuer Purchases of Equity Securities.........................7
Item 6.           Management's Discussion and Analysis or Plan of Operation.........................7
Item 7.           Financial Statements..............................................................8
Item 8.           Changes and Disagreements with Accountants on
                   Accounting and Financial Disclosure..............................................8
Item 8A.          Controls and Procedures...........................................................9
Item 8B           Other Information.................................................................9
Part III
Item 9.           Directors and Executive Officers of the Registrant...............................10
Item 10.          Executive Compensation...........................................................11
Item 11.          Security Ownership of Certain Beneficial Owners
                   and Related Stockholders Matters.............................................11-12
Item 12.          Certain Relationships and Related Transactions...................................12
Part IV
Item 13.          Exhibits.........................................................................12
Item 14.          Principal Accountant Fees and Services...........................................12
Signatures        .................................................................................14
</TABLE>

                                     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.

Historical Business Development

The Company was formed as a New York  corporation  on November 30, 2000. In 2002
the Company acquired TDS-USA in a reverse merger  transaction.  TDS-USA had been
engaged in the telemedicine diagnostic services industry since January 1998, and
continued in that  business  until 2004.  As a result of a bankruptcy  filing in
June 2004 of the Company's operating subsidiary,  tds (Dermatology) Limited, the
Company ceased operations in 2004.

Early in 2005,  TDS's  management  began to review  opportunities  to acquire an
operating company through a "reverse merger" procedure.

In May 2005 TDS (Telemedicine) entered into a Management Services Agreement with
Greenshift   Corporation.   Greenshift  agreed  to  provide  interim  management
assistance  and financial  support,  while  preparing TDS  (Telemedicine)  for a
strategic  acquisition.  In compensation for those services,  tds (Telemedicine)
will issue to GreenShift common stock equal to 75% of its outstanding stock plus
common  stock with a market value of $150,000  plus  $50,000 per quarter  during
which services are provided.

Employees

The Company currently has no employees other than its President.

BUSINESS RISK FACTORS

There are many  important  factors that have  affected,  and in the future could
affect, tds (Telemedicine)'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.

<PAGE>


BUSINESS RISK FACTORS (continued)

The Company is not a going concern.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company,  however,  is a shell
company without any operations. As of June 30, 2006 the Company did not have any
cash,  and had current  liabilities  in excess of $600,000.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.

The bankruptcy proceeding of our tds (Dermatology)  Limited,  subsidiary exposes
us to risks and uncertainties.

The wholly owned subsidiary,  tds (Dermatology) Limited,  "Limited",  was placed
into  administrative  status of the UK  bankruptcy  code in June  2004.  Certain
claims might be brought  against the Company  seeking to hold the Company liable
for  certain  transfers  made by Limited  to the  Company  and/or for  Limited's
obligations  to creditors  under various  equitable  theories  recognized  under
bankruptcy  law.  As of June 30,  2006,  there  have been no such  claims  filed
against the Company or any of its current or former  officers or directors,  and
we do not  expect  any  material  claims to be filed.  However,  the  outcome of
complex litigation (including claims which may be asserted against us) cannot be
predicted  with  certainty  and its  dependent  upon  many  factors  beyond  the
Company's  control;  however,  any such  claims,  if  successful,  could  have a
material  adverse  impact on the  Company's  financial  condition.  We may incur
additional  costs in connection  with the Company's  involvement  in the Limited
bankruptcy proceedings.

The  Company is not likely to hold annual  shareholder  meetings in the next few
years.

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

<PAGE>

BUSINESS RISK FACTORS (continued)

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

GreenShift  Corporation is entitled to obtain over 80% of our voting stock. As a
result,  GreenShift Corporation may exert a significant degree of influence over
our  management  and affairs and over matters  requiring  stockholder  approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions.  In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best  interest of all  stockholders.
Furthermore,  the  interests of this  concentration  of ownership may not always
coincide  with  our  interests  or  the  interests  of  other  stockholders  and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.

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

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

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.

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.

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

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

Item 2. Description of Property

None.

Item 3. Legal Proceedings

BANKRUPTCY - tds (Dermatology) Limited

In June 2004, an order of  administration  was entered against tds (Dermatology)
Limited,  an operating  subsidiary,  under United Kingdom  bankruptcy  laws. The
order  provides tds  (Dermatology)  Limited  protection  from its  creditors and
appoints an  administrator  to aid tds  (Dermatology)  Limited in its day-to-day
operations. The effects of this on the Company's operations resulted in the loss
of control of the Subsidiary and the winding down of operations.

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

None.
                                     PART II

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

The Company's  Common Stock traded on the OTC Bulletin Board ("OTCBB") under the
trading  symbol "SRFG" from the date the Company's Form 211 was accepted by NASD
on  September  26, 2002 to the  Company's  change of name and trading  symbol on
February  13,  2003.  After that date,  the  Company's  trading  symbol has been
"TDST".  Commencing on May 24, 2004, the Company's common stock was removed from
the OTCBB,  and since that date it has been quoted only on the Pink Sheets.  The
following  table  sets forth the high and low  closing  bid  quotations  for the
Company's  Common Stock  during the six quarters  after  trading  commenced  and
ending on December  31,  2004.  These  quotations  reflect  inter-dealer  prices
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.

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



 2005 Fourth Quarter         $ 0.02        $ 0.008

 2005 Third Quarter            0.025         0.014

 2005 Second Quarter           0.028         0.01

 2005 First Quarter            0.03          0.01

 2004 Fourth Quarter           0.03          0.01

 2004 Third Quarter            0.06          0.02

 2004 Second Quarter           0.14          0.02

 2004 First Quarter            0.20          0.07


Title of Class                             Approximate Number of
                                            Holders of Record
--------------------------------------------------------------------------------
Common Stock, 0.0001 par value                     45


As of June 30, 2006 there were 100,000,000 shares of Company Common Stock issued
and outstanding  held by  approximately  45 registered  holders of record.  This
number may exclude individual  shareholders holding stock under nominee security
position listings.

Item 5. Market for Common Equity and Related Shareholder Matters. (continued)

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

In February of 2005, the company issued all of its remaining  authorized  common
shares  to  create  a  total  of  100,000,000  common  shares  outstanding.  The
29,292,704  shares were issued for the  assumption of company's  existing  trade
payables  of  $150,000.  These  liabilities  were being  carried on the  company
accounts for a total of $222,282. The assumption of these debts for stock valued
at $150,000 resulted in a gain of $72,282,  which was reported as a reduction in
selling,  general and  administrative  expenses for the quarter  ended March 31,
2005.


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

Results of Operations:

The Company is currently a shell with no  operations  and no revenues.  Expenses
incurred in the amount of $344,184 relate to professional fees,  consulting fees
and costs necessary to prepare the Company for a strategic acquisition.

Sources of Liquidity

The Company had a working capital  deficit of $512,216.  The Company had no cash
at December  31, 2005.  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 is to provide working capital and
management  services to prepare the company for a strategic  transaction.  It is
expected that operating  losses will continue and negative  working capital will
continue unless a new operating subsidiary is acquired.

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.

See Item 8 in Annual Report on Form 10-KSB for the year ended December 31, 2003.


Item 8A.  Controls and Procedures

Evaluation of Disclosure  Controls and  Procedures.

Kevin Kreisler, our Chief Executive Officer and Chief Financial Officer, carried
out an evaluation of the effectiveness of the Company's  disclosure controls and
procedures as of December 31, 2004. 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 his  evaluation,  Mr. Kreisler  concluded that the Company's  system of
disclosure controls and procedures was effective as of December 31, 2005 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, 2005 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        33        Chairman of the Board, Chief Executive Officer,
                                 and Chief Financial Officer


Mr.  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,  and Hugo International Telecom, Inc., 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.

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, 2005.

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, 2003,  2004 and 2005 to
the Company's Chief Executive Officer.

---------------------------------------------------------------------------
                                                                  Restricted
                                                                    Options
                                 Base                  Other       Principle
                                 Annual               Annual         SARs
  Name and Position     Year     Salary    Bonus    Compensation    Stock
----------------------------------------------------------------------------
Kevin Kreisler          2005    $      0    N/A          N/A          N/A
Chairman of the Board
Chief Executive Officer
Chief Financial Officer



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 July  10,  2006  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
100,000,000  shares of Common  Stock issued and  outstanding  as of December 31,
2005.



-----------------------------------------------------------------------------
   Name and Address of          Amount and        Beneficial Percentage of
   Beneficial Owner             Ownership             Outstanding Shares
-----------------------------------------------------------------------------
Kevin Kreisler(1)                   383,333,333(2)            79.3%
c/o GreenShift Corporation
One Penn Plaza, Suite 1612
New York, NY 10119

All Officers and Directors          383,333,333(2)            79.3%
  as a group (1 person)

Jesse Dylan Capital Inc.             15,000,000               15.0%
119 Ironwood Ct.
Middletown, NJ 07748

Keith Freeman                         7,150,000                7.2%
Kingfisher, Wickenby
Lincoln, LN35AB  U.K.
--------------------------------

(1)  All shares  attributed  to Mr.  Kreisler are owned of record by  GreenShift
     Corporation.  Mr. Kreisler is the Chief  Executive  Officer and controlling
     shareholder of GreenShift Corporation.

(2)  Includes  (a)  300,000,000  shares  that  will be  issued  pursuant  to the
     Management  Services  Agreement  between  GreenShift  Corporation  and  tds
     (Telemedicine)  as  soon  as  tds  (Telemedicine)  amends  its  charter  to
     authorized  sufficient  additional  shares,  and (b) 83,333,333 shares that
     would be issued if the obligation under the Management  Services  Agreement
     to issue  $250,000  worth of common  stock were  satisfied  at the  current
     market price of $0.003.  Does not include shares  issuable  pursuant to the
     Convertible  Demand  Note  given by tds  (Telemedicine),  because  the note
     cannot be converted if GreenShift  would hold over 4.95% of the outstanding
     shares  after  the  conversion.  But  for  that  limitation,  the  $182,147
     principal  amount of the Note could be converted into 60,715,666  shares at
     the current market price of $0.003 per share.

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.   Kevin
Kreisler,  the Chairman of tds  (Telemedicine)  is also Chairman and controlling
shareholder  of GreenShift.  The Agreement was for a term of one year,  although
the parties continue to function under the terms of the Agreement. The Agreement
provides that, in compensation for  GreenShift's  services,  tds  (Telemedicine)
will issue to GreenShift:

o        300,000,000 shares of common stock;
o        Common stock with a value of $150,000;
o        Common stock with a value of $50,000 for each calendar quarter during
         which GreenShift provides services to tds (Telemedicine);
o        Common stock with a value equal to the expenses incurred by GreenShift
         in providing services to tds (Telemedicine).

At the end of 2005, tds (Telemedicine) issued to GreenShift a Convertible Demand
Note in the principal amount of $182,147. The Note was issued in satisfaction of
$100,000 accrued quarterly fees plus $82,147 in out-of-pocket expenses. The Note
bears  interest at 5% per annum.  The principal and interest  under the Note are
convertible by GreenShift into tds  (Telemedicine)  common stock at a conversion
rate equal to the average of the three lowest  closing  market prices during the
thirty days preceding  conversion.  The Note may not be converted,  however,  if
after the  conversion  GreenShift  would own more than 4.95% of the  outstanding
stock of tds (Telemedicine).



                                     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, 2003:

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.

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

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

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  $29,450 in  connection  with the audits of the company's
financial statements for the years ended December 31, 2005, 2004 and 2003.

Tax Fees

Rosenberg  Rich Baker  Berman & Co. did not bill the  Company in the years ended
December 31, 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,  2003.

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


<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 sheets of tds (Telemedicine) Inc. as of
December 31, 2005, and the statements of  operations,  changes in  stockholders'
deficiency and cash flows for the years ended December 31, 2005 and 2004.  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  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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of tds (Telemedicine)  Inc. as of
December  31,  2005 and the results of their  operations  and cash flows for the
years  ended  December  31,  2005 and 2004 in  conformity  with U. S.  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company has incurred substantial losses has no current
operating  activities  and has a working  capital  deficit,  all of which  raise
substantial  doubt about the company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also discussed in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Rosenberg, Rich, Baker & Berman


Rosenberg, Rich, Baker & Berman
Bridgewater, NJ
July 12, 2006


<PAGE>




                             tds (TELEMEDICINE) INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2005



                             ASSETS

                                                              2005
                                                           ----------

TOTAL ASSETS ...........................................   $         0
                                                           ===========


                LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES

 Accrued expenses ......................................        15,000
 Income taxes payable ..................................         1,500
 Convertible Note - Related Party (Net of Discount) ....        80,724
 Derivative Liability ..................................       101,423
 Due to related party ..................................       313,569
                                                           -----------

       Total current liabilities .......................       512,216


STOCKHOLDERS' DEFICIENCY

 Common stock, $.001 par value, 100,000,000
 Shares authorized 100,000,000 shares issued
 and outstanding at December 31, 2005 ..................       100,000
 Additional paid-in capital ............................       632,532
 Deferred stock based compensation .....................      (150,000)
 Accumulated deficit ...................................    (1,094,748)
                                                           -----------
TOTAL STOCKHOLDERS' DEFICIENCY .........................      (512,216)
                                                           -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ..........   $         0
                                                           ===========




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


<PAGE>




                             tds (TELEMEDICINE) INC.
                             STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                   2005                 2004
                                               ------------        ------------

OPERATING REVENUES ..........................   $          0    $          0

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

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

GENERAL AND ADMINISTRATIVE EXPENSES .........        334,865               0
                                                ------------    ------------
Loss from continuing
operations ..................................       (334,865)              0

DISCONTINUED OPERATIONS

  Loss from the operation of the
     Discontinued component .................              0        (218,331)

  Gain from deconsolidation of subsidiary ...              0         891,352
                                                ------------    ------------
  Net Income (loss) on discontinued operation              0         673,021

OTHER INCOME (EXPENSE)
    Interest expense ........................          8,569               0
                                                ------------    ------------

     Income (Loss) before income tax ........       (343,434)        673,021

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

NET INCOME (LOSS) ...........................   $   (344,184)   $    672,271
                                                ============    ============

Loss per share:(Basic & Diluted)
    From Discontinued Operations ............   $       0.00    $       0.01
                                                ============    ============
    From Continuing Operations ..............   $       0.00    $       0.00
                                                ============    ============


Weighted average number
    of shares outstanding
      Basic .................................     95,505,777      70,107,296
                                                ============    ============

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


<PAGE>


<TABLE>

                             tds (TELEMEDICINE) INC.
                STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

<CAPTION>

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

<S>              <C>                <C>          <C>         <C>           <C>           <C>            <C>            <C>
Balance, January 1, 2004 ........   68,707,296   $  68,707   $   430,712   $  (95,163)   $         0    $(1,422,835)   $ 1,018,579)
                                    ==========   =========   ===========   ==========    ===========    ===========    ===========

   Sale of Common Stock .........    2,000,000       2,000        81,113         --             --             --           83,113

   Other Comprehensive Income ...         --          --            --         95,163           --             --           95,163

   Net Income ...................      672,271        --            --           --             --          672,271
                                     ---------   ---------   -----------   ----------    -----------    -----------    -----------
Balance, December 31, 2004 ......   70,707,296      70,707       511,825            0              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)          --         (150,000)

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

 Balance, December 31, 2005 .....  100,000,000   $ 100,000   $   632,532   $        0    $  (150,000)   $(1,094,748)   $  (512,216)
                                   ===========   =========   ===========   ==========    ===========    ===========    ===========

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



<PAGE>



                             tds (TELEMEDICINE) INC.
                            STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2005 AND 2004





                                                       12/31/05     12/31/04
Cash flow from operating activities

   Income/(loss) from continuing operations .......   $(344,184)   $       0

  Cash used in operating activities of
         Discontinued operations ..................           0      (83,113)
  Debt issuance for related party payable .........     182,147            0
                                                                   ---------
  Change in accounts payable and accrued expenses .      (2,282)           0
  Change in due to related party ..................     313,569            0
  Change in accrued income taxes ..................         750            0
  Deferred Stock based compensation ...............    (150,000)           0
                                                      ---------    ---------
Net Cash used in operating activities .............           0      (83,113)
                                                      ---------    ---------

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       83,113
Cash from other financing activities
    of discontinued operations ....................           0            0
                                                      ---------    ---------
          Net cash provided by financing activities           0       83,113

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

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


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

In March 2005,  the Company issued  29,292,704  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.




<PAGE>



                             tds (TELEMEDICINE) INC.
                        NOTES TO THE FINANCIAL STATEMENTS



1        BASIS OF PRESENTATION

TDS (Telemedicine),  Inc. ("we", the "Company" or "tds") is a shell 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        GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the company
will  continue as a going  concern.  At December  31,  2005,  the Company had no
operating activities, which raises substantial doubt about the company's ability
to continue as a going  concern.  The  Company's  ability to continue as a going
concern is dependent upon the addition of profitable operations and support from
stockholders and investors.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of recorded asset amounts or the amount and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

3        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" ("SFAS 128"). SFAS
128 replaces the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings per share.  Unlike primary  earnings per share,
basic earnings per share exclude any dilutive effect of stock options,  warrants
and convertible securities.


<PAGE>



                             tds (TELEMEDICINE) INC.
                        NOTES TO THE FINANCIAL STATEMENTS


3        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 and 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.


BANKRUPTCY - tds (Dermatology) Ltd.

In June 2004 an order of  administration  was entered against tds  (Dermatology)
Ltd., our operating subsidiary,  under United Kingdom bankruptcy laws. The order
provides tds (Dermatology)  Ltd.  protection from its creditors and in June 2004
the  court  appointed  administrators  to  aid  tds  (Dermatology)  Ltd.  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 in June 2004.


<PAGE>

                             tds (TELEMEDICINE) INC.
                        NOTES TO THE FINANCIAL STATEMENTS


3        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



DISCONTINUED OPERATIONS AND DECONSOLIDATION OF SUBSIDIARIES (continued)

The  operations of the UK subsidiary  are included in results from  discontinued
operations,  net, in the  accompanying  consolidated  statements  of  operations
through the date of deconsolidation.

The results of the  discontinued  operations are shown as  "Gain/(loss  from the
operating  of the  discontinued  component"  on the  consolidated  statement  of
operations and are comprised of:

                                         Period ended
                                     12/31/05   12/31/04
                                    ---------------------

Revenues ........................   $       0   $  93,810

Operating loss ..................           0    (218,331)

Loss from discontinued operations   $       0   $(218,331)
                                    =========   =========

NEW ACCOUNTING PRONOUNCEMENTS

Management  does not believe that any recently  issued,  but not yet  effective,
accounting  standards if currently  adopted would have a material  effect on the
accompanying financial statements.


4        STOCK ISSUED FOR SERVICES

The Company  accounts for stock issued for services in accordance with Financial
Accounting Standard (SFAS) No. 123,  "Accounting for Stock-Based  Compensation".
The statement  generally  suggests that  stock-based  compensation  transactions
should be accounted for based on the fair value of the services  rendered or the
fair  value  of the  equity  instruments  issued,  whichever  is  more  reliably
measurable. The Company accounts for the prepaid value of consulting services in
accordance with EITF 00-18,  "Accounting  Recognition  for Certain  Transactions
Involving Equity Instruments Granted to Other Than Employees."

In February of 2005, the company issued all of its remaining  authorized  common
shares  to  create  a  total  of  100,000,000  common  shares  outstanding.  The
29,292,704  shares were issued for the  assumption of company's  existing  trade
payables  of  $150,000.  These  liabilities  were being  carried on the  company
accounts for a total of $222,282. The assumption of these debts for stock valued
at $150,000 resulted in a gain of $72,282,  which was reported as a reduction in
selling,  general and administrative expenses during the quarter ended March 31,
2005.


<PAGE>
                            tds (TELEMEDICINE) INC.
                        NOTES TO THE FINANCIAL STATEMENTS




5.  CONTINGENCIES

The  wholly  owned  subsidiary,  tds  (Telemedicine)  Limited  was  placed  into
administrative  status of the UK bankruptcy  code in June 2004.  Certain  claims
might be brought  against the Company or seeking to hold the Company  liable for
certain   transfers  made  by  Limited  to  the  Company  and/or  for  Limited's
obligations  to creditors  under various  equitable  theories  recognized  under
bankruptcy law. As of June 30, 2006, there have been no claims filed against the
Company or any of its  current or former  officers or  directors,  and we do not
expect  any  material  claims to be  filed.  However,  the  outcome  of  complex
litigation  (including  claims  which  may be  asserted  against  us)  cannot be
predicted  with  certainty  and its  dependent  upon  many  factors  beyond  the
Company's  control;  however,  any such  claims,  if  successful,  could  have a
material  adverse  impact on the  Company's  financial  condition.  We may incur
additional  costs in connection  with the Company's  involvement  in the Limited
bankruptcy proceedings.

6.  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
$150,000 payable in the form of registered and price protected TDST common stock
and 3,000,000  shares of common stock due  immediately  upon the completion of a
reverse stock split.  This  transaction  was valued at the estimated fair market
value of the  services  provided in the total  amount of  $300,000  and is being
expensed  over the one year  service  period.  The  portion  relating  to future
periods is shown as a  contra-equity  account on the balance sheet. In addition,
GreenShift  is  also  to  receive   $50,000   management  fee  per  quarter  and
reimbursement  of all expenses  until such time as the strategic  transaction is
complete.  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 in one year, bearing interest at 5% per
year. For the year ended December 31, 2005, interest expense of $8,569 related
to this obligation was incurred and accrued.

<PAGE>

                             tds (TELEMEDICINE) INC.
                        NOTES TO THE FINANCIAL STATEMENTS

7.  CONVERTIBLE DEBENTURES

The note payable to  GreenShift  Corporation  is a  convertible  demand note due
December 31, 2006.  This  convertible  debenture may be converted into shares of
the Company's  common stock at the option of the holder at any time.  The number
of  issuable  common  shares is 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  does  not  give
GreenShift more than a 4.95% ownership of the Company.

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 has  recognized  the embedded  derivative in the amount of $101,423 as a
liability in the accompanying balance sheet and has measured it at its estimated
fair  value.  The  estimated  fair  value of the  embedded  derivative  has been
calculated  based on a  convertible  debt  pricing  model  using  the  following
assumptions:

Coupon rate ...........     5%
Share price ...........   $0.008
Expected volatility ...   150%
Risk free interest rate   4.39%
Market rate of interest     5%

Changes in the fair value of the  embedded  derivative  will be recorded at each
reporting  period and  recorded  in net gain  (loss) on  derivative,  a separate
component of other  income  (expense).  As of December  31,  2005,  there was no
change in the fair value of the embedded derivative.


8.  INCOME TAXES

tds (Telemedicine) Inc. has incurred losses,  which have generated net operating
loss  carryforwards  for TDST as of December 31, 2005. These loss  carryforwards
are subject to  limitation  in future years  should  certain  ownership  changes
occur.  For the years ended December 31, 2005 and 2004,  tds' effective tax rate
differs from the federal  statutory rate principally due to net operating losses
and other temporary differences for which no benefit was recorded. The provision
for  income  taxes  of $750  for the  years  ended  December  31,  2005 and 2004
consisted of state income tax provisions. Deferred tax assets are as follows:

                                   12/31/2005   12/31/2004
                                   ----------   ----------
Deferred Tax Asset:

Net operating loss carryforwards   $ 340,000    $ 670,000
                                   ---------    ---------

Total deferred tax assets ......     340,000      670,000
Less: Valuation allowance ......    (340,000)    (670,000)
                                   ---------    ---------
Net deferred tax asset .........   $    --      $    --
                                   =========    =========

TDST has federal net operating loss carry-forwards of approximately $1,090,000
which expire through December 31, 2025.
<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.
Dated:  July 19, 2006            By:/s/ Kevin Kreisler
                                        ------------------
                                        Kevin Kreisler, Chief Executive Officer

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


/s/ Kevin Kreisler
Kevin Kreisler
Chief Executive Officer,
Chief Financial and Accounting
Officer, Director
July 19, 2006