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, 2004

|_| 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 New York, N.Y.                                        10119
--------------------------------------------------------------------------------
      (Address of principle executive offices)                (Zip Code)

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 18,  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, 2004

                                TABLE OF CONTENTS
<CAPTION>
Part I                                                                                           Page No.
<S>                                                                                                <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............................6-8
Item 6.           Management's Discussion and Analysis or Plan of Operation.......................8-9
Item 7.           Financial Statements..............................................................9
Item 8.           Changes and Disagreements with Accountants on Accounting
                   and Financial Disclosure.........................................................9
Item 8A.          Controls and Procedures........................................................9-10
Item 8B           Other Information................................................................10
Part III
Item 9.           Directors and Executive Officers of the Registrant...............................11
Item 10.          Executive Compensation........................................................11-12
Item 11.          Security Ownership of Certain Beneficial Owners and Related
                    Stockholders Matters...........................................................13
Item 12.          Certain Relationships and Related Transactions...................................14
Part IV
Item 13.          Exhibits.........................................................................14
Item 14.          Principal Accountant Fees and Services...........................................14
Signatures        ..............................................................................15-16
</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.

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. 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 that connection,  Greenshift is providing the services
of Kevin Kreisler, who is the Company's Chief Executive Officer. 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>
The Company is not a going concern.

The accompanying  consolidated  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 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 (Telemedicine) 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  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a  shareholders  meeting.  Unless a shareholders
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders  meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the next few years, due to the expense involved. Kevin Kreisler 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>

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  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
are not in the best interests of the company.

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 OTC  Bulletin  Board or the NASDAQ
Small-Cap Market. Because our common stock does not trade on a stock exchange or
on  NASDAQ,  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.


<PAGE>


Item 2. Description of Property

TDS'S  executive  office is  located in the  office of  GreenShift  Corporation.
GreenShift  Corporation provides the office space under a management  consulting
contract. There is no specific rental charged for the office space.

Item 3. Legal Proceedings

BANKRUPTCY - tds (Telemedicine) Limited

In June 2004, an order of administration  was entered against tds (Telemedicine)
Limited,  an operating  subsidiary,  under United Kingdom  bankruptcy  laws. The
order  provides tds  (Telemedicine)  Limited  protection  from its creditors and
appoints an  administrator to aid tds  (Telemedicine)  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.  The final and
formal termination of the UK subsidiary was completed in 2005.

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

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

2003 Fourth Quarter        0.21     0.065

2003 Third Quarter         0.14     0.06

2003 Second Quarter        0.78     0.09

2003 First Quarter         0.82     0.52



 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 excludes  individual  shareholders  holding stock under nominee  security
position listings.
<PAGE>

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 March 2004, the Company sold in a private  placement exempt from registration
pursuant to Section 4(2) of the Securities  Act of 1933 1,500,000  shares of its
Common  Stock to third  party  investors  for  $76,213 to  recognize  previously
accepted  subscription  agreements,  the funds for which  were  realized  by the
Company  only at that  time.  The  investors  were all non-US  resident  private
investors  and the shares issued to them had affixed  restrictive  legends as to
such shares not being registered under the Securities Act of 1933.


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

Recent Sales of Unregistered Securities (continued)

In June 2004, the Company sold in a private  placement exempt from  registration
pursuant to Section 4(2) of the  Securities  Act of 1933  500,000  shares of its
Common Stock to third party investors for $6,900.  The investors were all non-US
resident private investors and the shares issued to them had affixed restrictive
legends as to such shares not being registered under the Securities Act of 1933.
Item 6. Management's Discussion and Analysis or Plan of Operation.

Result of Operation:

Our revenues for the year-end, December 31, 2004 were $93,810. This represents a
decrease from 2003 revenues of $363,687,  a 79% decrease.  The Company had a net
operating  loss of $218,331  for the year ended  December  31, 2004 versus a net
operating  loss of  $666,900  for the year  ended  December  31,  2003.  Company
management  attributes the sales reduction and resulting operational losses were
caused by a number of factors. As a relatively new and lean Company the time and
senior management were obliged to commit to the procurement of investment monies
meant that their ability to develop new business  opportunities  was  curtailed.
This in  particular  impacted on the UK  operation  where  Government  budgetary
constraints  meant that existing  contracts were limited  towards the end of the
year as financial  restraints  were applied to activity  levels.  Ironically the
success of the service was the major cause of this  downturn.  When money became
tight the fact that the dermatology service was under control as a result of the
Company  input meant that what  little  money was  available  went on more needy
areas of health care and away from the dermatology  service.  It is also evident
that the actual  financial cost of raising funds over a  considerable  period of
the year had a significant adverse affect on the Company's performance. The fact
that these costs are handled from an accounting  perspective  in a different way
in accordance with US generally  accepted  accounting  principles as compared to
that of  England  also adds to the  burden  carried  in this  first  year of USA
operation.  In parallel with the fund raising,  management  was also involved in
not  only  developing  the  dermatology  opportunity  in the  USA  but  also  in
researching and developing the diabetic  retinopathy  service.  This new venture
was  felt to be a  critical  and very  attractive  additional  service  that the
Company could offer.  As a result of these factors the TDS `s UK operation filed
bankruptcy and the TDS USA operation ceased business.

Today  TDS has no  operations.  In  order  to  commence  operations,  it will be
necessary  for TDS to acquire an operating  company.

Sources  of  Liquidity

The Company's  internal source of liquidity was from  operational cash flow. The
external  source of  liquidity  came from its private  placements.  During 2004,
TDS-USA  raised  $200,517  as a result of  TDS-USA's  private  placement  of its
securities with private investors.

As of March 31,  2006,  the Company has no assets and $ 599,497 in  liabilities.
Its  ability  to  sustain  operations  depends on the  financial  commitment  by
GreenShift  Corporation,  which  funds  its  ongoing  operations.  Based on that
commitment,  the  Company  expects to  sustain  operations  for the  foreseeable
future.
<PAGE>

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.

The audit  reports of Weaver and Tidwell on the Company's  financial  statements
for the  years  ended  December  31,  2002 and  2001  contained  a  modification
expressing  substantial doubt about the Company's ability to continue as a going
concern. The audit report of Weaver and Tidwell for the years ended December 31,
2002 and 2001 did not contain any other adverse opinion or disclaimer of opinion
or qualification other than the modification noted above. Weaver and Tidwell did
not, during the applicable periods,  advise the Company of any of the enumerated
items described in Item 304(a)(1)(iv) of Regulation S-B.

The Company  and Weaver and  Tidwell  have not,  during the  Company's  two most
recent fiscal years or any subsequent period through the date of dismissal,  had
any disagreement on any matter of accounting principles or practices,  financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to Weaver and  Tidwell's  satisfaction,  would have  caused  Weaver and
Tidwell  to  make  reference  to  the  subject  matter  of the  disagreement  in
connection with its reports.

The Company has  requested  Weaver and Tidwell to furnish a letter  addressed to
the Securities and Exchange Commission stating whether or not Weaver and Tidwell
agrees with the statements in this Item 8 of Form 10-KSB.  A copy of that letter
is filed as exhibit 16 to this Form 10-KSB.

In September 2005, the Company  retained the firm of Rosenberg Rich Baker Berman
& Company,  P.A.  ("Rosenberg Rich") to audit the Company's financial statements
for the years ended December 31, 2003, 2004 and 2005. At no time during the past
two fiscal years or any subsequent period did the Company consult with Rosenberg
Rich regarding any matter of the sort  described  above with reference to Weaver
and Tidwell,  any issue relating to the financial  statements of the Company, or
the type of audit opinion that might be rendered for the Company.

<PAGE>

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, 2004 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 year ended  December  31,  2004 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                            Director Since
 ----               ---     --------                             --------------
Kevin Kreisler      33      Chairman of the Board,                  2005
                            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 and Chief Executive 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's  vice-president  from  1998  to  2000,
president from 2000 to 2002, and chief  executive  officer from 2002 to February
2005. 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, 2004.

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, 2002,  2003 and 2004 to
the Company's  Chief  Executive  Officer.  There was no officer whose  aggregate
compensation for the year ended December 31, 2004 exceeded $100,000.

Name               Year       Salary
----              ------     --------
Roger Coomber     2004       $0
                  2003       $92,400
                  2002       $91,000
                  2001       $62,800
<PAGE>


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  15,  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 July 15, 2006.

-----------------------------------------------------------------------------
   Name and Address of      Amount and Nature of         Percentage of
   Beneficial Owner          Beneficial 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, 2004:

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, and incorporated herein by reference.

10-a(1)  Amendment  No.  1 to  Consulting  Agreement  between  the  Company  and
     GreenShift Corporation, and incorporaed herein by reference.

16   Letter from Weaver and Tidwell.

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


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, 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, 2004 or 2003.

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, 2004
                                    CONTENTS

                                                                      Page

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

FINANCIAL STATEMENTS

Consolidated Balance Sheet.............................................F-2

Consolidated Statement of Operations...................................F-3

Consolidated Statement of Changes in Stockholders' Impairment..........F-4

Consolidated Statement of Cash Flows...................................F-5

Notes to Consolidated Financial Statements.............................F-7






<PAGE>



tds (TELEMEDICINE) INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We  have   audited  the   accompanying   consolidated   balance   sheet  of  tds
(Telemedicine)  Inc. and  Subsidiaries as of December 31, 2004 and 2003, and the
consolidated statements of operations,  changes in stockholders' equity and cash
flows  for the years  ended  December  31,  2004 and  2003.  These  consolidated
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of tds
(Telemedicine)  Inc. and  subsidiaries as of December 31, 2004 and 2003, and the
consolidated results of their operations and cash flows for the years then ended
in  conformity  with  U.  S.  generally  accepted  accounting  principles.   The
accompanying  consolidated 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, 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.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2004

                             ASSETS

                                                              2004
                                                           ----------

   Assets to be disposed of ............................           0
                                                           ---------

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


                LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES

   Checks issued in excess of bank balances ............           0
   Accrued expenses ....................................     167,282
   Income Taxes Payable ................................         750
                                                           ---------

       Total current liabilities .......................     168,032

LONG-TERM LIABILITIES

   Liabilities to be disposed of .......................           0
                                                           ---------

       Total liabilities ...............................     168,032
MINORITY INTEREST ......................................           0

STOCKHOLDERS' DEFICIENCY

 Common stock, $.001 par value, 100,000,000
 Shares authorized 70,707,296 shares issued
 and outstanding at December 31, 2004 ..................      70,707
 Additional paid-in capital ............................     511,825
 Accumulated other comprehensive (loss) ................           0
 Accumulated deficit ...................................    (750,564)
                                                           ---------
TOTAL STOCKHOLDERS' DEFICIENCY .........................    (168,032)
                                                           ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFCIENCY ..........   $       0
                                                           =========



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


<PAGE>

                            tds (TELEMEDICINE) INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                   2004                 2003
                                               ------------        ------------

OPERATING REVENUES
    Medical consultations ...................              0    $          0
                                                ------------    ------------

          Total operating revenues ..........              0               0

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

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

GENERAL AND ADMINISTRATIVE ..................              0               0
                                                ------------    ------------
Loss from continuing operations .............             (0)             (0)

DISCONTINUED OPERATIONS

  Loss from the operation of the
     Discontinued component .................       (218,331)       (805,757)

  Gain from deconsolidation of subsidiary ...        891,352               0
                                                ------------    ------------

  Net Income (loss) on discontinued operation        673,021               0

OTHER INCOME (EXPENSE)
    Interest expense ........................              0               0
                                                ------------    ------------

     Income (Loss) before income tax ........        673,021        (805,757)

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

NET INCOME (LOSS) ...........................   $    672,271    ($   805,757)
                                                ============    ============

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


Weighted average number
    of shares outstanding
      Basic .................................     70,107,296      66,794,384
                                                ============    ============

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


<PAGE>


<TABLE>

                            tds (TELEMEDICINE) INC.
         CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' IMPAIRMENT
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
<CAPTION>

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


<S>                             <C>           <C>             <C>            <C>             <C>             <C>
Balance, December 31, 2002 ..     65,521,296    $     65,521    $    233,381   ($    17,783)   ($   617,068)   ($   335,949)
   Sale of Common Stock .....      3,186,000           3,186    $    197,331        200,517            --              --
   Other Comprehensive Loss .   ($    77,380)        (77,380)           --             --              --              --
   Net Loss .................       (805,767)       (805,767)           --             --              --              --
                                ------------    ------------    ------------   ------------    ------------    ------------
Balance, December 31, 2003 ..     68,707,296    $     68,707    $    430,712   ($    95,163)   ($ 1,422,835)   ($ 1,018,579)
                                ============    ============    ============   ============    ============    ============

   Sale of Common Stock .....      2,000,000           2,000    $     81,113         95,163            --            83,113
   Other Comprehensive Income           --              --              --             --              --            95,163
   Net Income ...............           --              --              --             --           672,271         672,271
                                ------------    ------------    ------------   ------------    ------------    ------------
Balance, December 31, 2004 ..     70,707,296    $     70,707    $    511,825   $          0    ($   750,564)   ($   168,032)
                                ============    ============    ============   ============    ============    ============


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



<PAGE>



                             tds (TELEMEDICINE) INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2004 AND 2003

                                                       12/31/04     12/31/03
                                                       --------     --------
Cash flow from operating activities
   Income/(loss) from continuing operations .......   $       0    $       0
 Adjustments to reconcile net loss to net cash
                  used in operating activities:
Cash used in operating activities of
              discontinued operations .............     (83,113)    (270,190)
                                                      ---------    ---------
              Net cash used in operating activities     (83,113)    (270,190)

Cash flow from investing activities
 Cash used in investing activities
              of discontinued operations ..........           0      (15,392)
                                                      ---------    ---------
              Net cash used in investing activities           0      (15,392)


Cash flow from financing activities
 Proceeds from issuance of common stock ...........      83,113      200,517
  Cash from other financing activities
             of discontinued operations ...........           0       35,480
                                                      ---------    ---------
          Net cash provided by financing activities      83,113      235,997

Net increase/(decrease) in cash ...................           0      (49,585)
Cash, beginning of year ...........................           0       49,585
                                                      ---------    ---------
Cash, end of year .................................   $       0    $       0
                                                      =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:
            Interest ..............................   $       0    $   8,422
            Income Taxes ..........................   $       0    $       0



The Notes to Condensed  Consolidated Financial Statments are an integral part of
this statement.

<PAGE>



                             tds (TELEMEDICINE) INC.
                   NOTES TO CONSOLIDATED 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.

NATURE OF OPERATIONS

The  Company's  former  operations  utilized  the internet and digital and voice
communication  technology to bridge the separation  between medical patients and
diagnosing physicians when medical conditions exist in which the patient and the
physician are separated by space, time or both. Since 1998, the Company has been
providing these services to the National Health Service in the United Kingdom.

PRINCIPLES OF CONSOLIDATION

In June 2004 the  Company's  only  operating  subsidiary  (TDS,  LTD)  filed for
protection   under  the  bankruptcy  laws  of  the  United  Kingdom  and  ceased
operations.  The final and formal termination of the subsidiary was completed in
November 2005. The company's  United States  operations  also ceased to continue
development of the business in the United States in 2004.

For the years ended 2003 thru June 2004,the accompanying  consolidated financial
statements include the accounts of tds (Telemedicine)  Inc. and its wholly-owned
subsidiary,  tds (Dermatology)  Ltd. All significant  intercompany  balances and
transactions were eliminated in consolidation.

2        GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
the company will continue as a going  concern.  The Company had working  capital
deficiencies  of $168,032,  which raises  substantial  doubt about the company's
ability to continue as a going concern. For the year ended December 31, 2004 the
Company sustained an operating loss from  discontinued  operations of $(218,331)
and as of December 31, 2004 it had a stockholders'  deficiency of $168,032.  The
company has gone  through a winding down of its  operations,  and the ability to
continue  as a going  concern  is  dependent  upon the  addition  of  profitable
operations and support from stockholders and investors.

The consolidated 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.


<PAGE>

                            tds (TELEMEDICINE) Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3        CERTAIN 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 excludes any dilutive effect of stock options, warrants
and convertible securities.

INCOME TAXES

Deferred  income taxes are  recognized  for the tax  consequences  of "temporary
differences" by applying enacted  statutory tax rates applicable to future years
to  differences  between the financial  statement  carrying  amounts and the tax
bases of existing  assets and  liabilities.  The effect on  deferred  taxes of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

TRANSLATION OF FOREIGN CURRENCIES

Assets  and  liabilities  of  foreign  subsidiaries  are  translated  at current
exchange rates and the effects of these translation  adjustments are reported as
a separate  component of  stockholders'  equity.  Realized gains and losses from
foreign currency  transactions  are included in the  consolidated  statements of
operations,  as are unrealized  gains and losses arising from the translation of
the foreign  subsidiaries'  intercompany  liability  accounts into U.S. dollars.
Market risk is the potential  loss arising from adverse  changes in market rates
and prices, such as foreign currency exchange rates.

<PAGE>

                            tds (TELEMEDICINE) Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3        CERTAIN ACCOUNTING POLICIES (CONTINUED)

ADVERTISING EXPENSES

Advertising  expenses are charged to  operations in the period in which they are
incurred.  Advertising  expenses  for the year ended  December 31, 2004 and 2003
were immaterial.

REVENUE RECOGNITION

Revenue from medical services are recognized as services are rendered.

BANKRUPTCY - tds (DERMATOLOGY) Inc.

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

June 2004,  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 "loss from operations of
discontinued component" on the consolidated statement of operations and are
comprised of:

                                          Period ended
                                     12/31/04     12/31/03
                                     ---------------------

Revenues ........................   $  93,810    $ 457,957

Operating loss ..................    (218,331)    (666,900)

Loss from discontinued operations   $(218,331)   $(666,900)
                                    =========    =========


<PAGE>

tds (TELEMEDICINE) Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4        INCOME TAXES

TDS  (TELEMEDICINE)  Inc.  is a  corporation  that  reports  and  files  a  U.S.
corporation  business  tax  return.  Its  former  wholly-owned   subsidiary,   a
corporation that reported and filed their corporate  business tax returns in the
United Kingdom. The components of the provision for income taxes consist of:


                  2004                      2003
                  ----                      ----
Current           $ 750                     $ -0-
Foreign           $ -0-                     $ -0-
                  =====                     =====

The state of New York has filed a corporate  income tax lien against the company
in the  amount  of  $5,241  in May of  2004.  The  company  believes  that  upon
completion  of the 2004 and 2005 state  corporate  franchise  tax  returns,  the
liability will be approximately $1,500.


The Company has a U.S. income tax operating loss  carryforward of  approximately
$650,000 that expires through the year 2021.

5        CONTINGENCIES

The  wholly  owned   subsidiary,   tds   (Dermatology)   Ltd.  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 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.

<PAGE>


                             tds (TELEMEDICINE) Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6        SUBSEQUENT EVENTS

CONSULTING AGREEMENT

In May 2005, the Company  entered into a consulting  agreement  with  Greenshift
Corporation   whereby  Greenshift   Corporation  agreed  to  provide  management
consulting  services  including  developing  a  business  plan for the  Company,
negotiating  settlements  with  creditors,  and obtaining  sources of financing.
Under the terms of the consulting  agreement,  Greenshift  will receive  150,000
shares of  restricted  tds common stock in lieu of a $150,000  cash payment upon
completion of a successful reorganization of a business plan.


                                   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