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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION13 OF 15(d) OF THE
SECURITIES ACT OF 1934

COMMISSION FILE NO.: 0-33513

Date of Report: March 19, 2007

TDS (Telemedicine) Inc.
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Exact name of registrant as specified in its charter)

Delaware 11-3579554
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(State of other jurisdiction (IRS Employer
incorporation or organization) Identification No.)

One Penn Plaza, Suite 1612, New York, New York 101191
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(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

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

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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Upon the closing of the acquisition of Enviro-Safe by the Company, there were
23,000,000 shares of Company common stock issued and outstanding. The following
table sets forth the number of Company shares beneficially owned by each person
who, as of the closing, owned beneficially more than 5% of the Company's voting
stock, as well as the ownership of such shares by each director of Company, by
the chief executive officer of the Company, and by all of the officers and
directors as a group.

Name and address of beneficial owner Amount of beneficial Percent of class Aggregate
ownership of common percent of
stock voting power
- ------------------------------------------ ------------------------- ----- ---------------------- -----------------

Greenshift Corporation 17,000,000 (1) 73.91% 73.91%
One Penn Plaza, Suite 1612
New York, NY 10119

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

Kevin Kreisler 17,000,000 (1) 73.91% 73.91%
One Penn Plaza, Suite 1612
New York, NY 10119

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

Officers and Directors as a Group 22,000,000 95.65% 95.64%
(2 Persons)
<FN>

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

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements:

Audited combined Financial Statements of Enviro-Safe Corporation and Enviro-Safe
Corporation (NE) (f/k/a Jones Environmental Services (NE), Inc.) for the years
ended December 31, 2006 and 2005.

TDS Telemedicine Pro Forma Combined Financial Statements

Exhibits:

10.10 Share Purchase and Sale Agreement by and among TDS (Telemedicine) and GS
CleanTech Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: March 19, 2007 TDS (TELEMEDICINE), INC.

By: /s/ James F. Green
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James F. Green
Chief Executive Officer

Forward Looking Statements

In addition to historical information, this Report contains forward-looking
statements, which are generally identifiable by use of the words "believes,"
"expects," "intends," "anticipates," "plans to," "estimates," "projects," or
similar expressions. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in the
section entitled "Description of Business - Business Risk Factors". Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents TDS Telemedicine, Inc.'s files from time to time
with the Securities and Exchange Commission (the "SEC"), including the Quarterly
Reports on Form 10QSB to be filed by us in the fiscal year 2006.

PART I

ITEM 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

As of December 31, 2006 we operated out of four service centers: our Resource
Conservation and Recovery Act (RCRA) Part B permitted TSDF in Lowell,
Massachusetts; our field service operations in Sandwich and Milford,
Massachusetts; and our technical services center in Plainville, Connecticut.

COMPANY BACKGROUND

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

OVERVIEW

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

BUSINESS STRATEGY

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

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

ITEM 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)

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

MARKET OVERVIEW

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

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

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

ENVIRONMENTAL LAWS

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

The Company must obtain and maintain federal, state, and local approvals and
permits for each of its facilities and transportation activities. Permits are
required for air emissions, water discharges, storm water management, solid and
hazardous waste management, spill prevention and control, and transport of
wastes. These permits and approvals are complex and can be difficult to obtain,
and are therefore considered to be assets. These licenses and permits, without
which the Company could not operate, are subject to periodic renewal. the
Company anticipates that, once a license or permit is issued with respect to a
facility, the license or permit will be renewed at the end of its term if the
facility's operations are in compliance with the applicable regulatory
requirements. At this time, the Company is in substantial compliance with all
requirements. Other than the unsettled cases described below, for which a
reserve has been established, no known, material compliance issues exist.

The Company has no known requirements for capital expenditures to remain in
compliance at any of its facilities.

Operating expenses to meet regulatory requirements, including all environmental
permits, are an integral part of operating costs and are not segregated.

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

OTHER CONTINGENCIES

Under the Company's insurance programs, coverage is obtained for catastrophic
exposures, as well as those risks required to be insured by law or contract. The
deductible per occurrence for environmental impairments is $25,000.
Environmental liability insurance is carried with policy limits of $1,000,000
per occurrence and $2,000,000 aggregate with a $5,000,000 umbrella policy.

ITEM 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)

COMPETITION

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

CUSTOMERS

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

EMPLOYEES

The Company currently has 52 full-time employees as of December 31, 2006. In
addition to its executive officers, the Company employs sales personnel, staff
engineers, process managers, maintenance managers, administrative personnel and
general facility technicians. There is no union representation for any of our
employees.

BUSINESS RISK FACTORS

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

Our industrial waste management services subject us to potential environmental
liability.

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

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

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

Our business is subject to extensive, evolving, and increasingly stringent
federal, state, and local environmental laws and regulations. Such federal,
state, and local environmental laws and regulations govern our activities
regarding the treatment, storage, recycling, disposal, and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or approvals to conduct these activities in compliance with such laws and
regulations. Failure to obtain and maintain the required permits, licenses
and/or approvals would result in an inability to operate certain of our assets
and significantly impair our financial condition. If we are unable to maintain
our currently held permits, licenses, and/or approvals or obtain any additional
permits, licenses and/or approvals which may be required as we expand our
operations, we may not be able to continue certain of our operations.

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

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

ITEM 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)

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

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

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

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

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

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

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

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

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

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

ITEM 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)

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

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

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

Our common stock trades on the OTC Bulletin Board. As a result, the holders of
our common stock may find it more difficult to obtain accurate quotations
concerning the market value of the stock. Stockholders also may experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National Market or the NASDAQ Small-Cap
Market. Because our common stock does not trade on a stock exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap Market, and the market price of
the common stock is less than $5.00 per share, the common stock qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities Exchange Act of 1934 imposes
additional sales practice requirements on broker-dealers that recommend the
purchase or sale of penny stocks to persons other than those who qualify as an
"established customer" or an "accredited investor." This includes the
requirement that a broker-dealer must make a determination on the
appropriateness of investments in penny stocks for the customer and must make
special disclosures to the customer concerning the risks of penny stocks.
Application of the penny stock rules to our common stock affects the market
liquidity of the shares, which in turn may affect the ability of holders of our
common stock to resell the stock.

ITEM 2. DESCRIPTION OF PROPERTIES

FACILITIES

The Company's corporate headquarters is located in New York, New York, in
offices provided free-of-charge by GreenShift Corporation, a shareholder of The
Company. There is no lease associated with this location. The Company leases
properties in Sandwich and Milford, Massachusetts which house our field services
operations and administrative offices. The lease in Sandwich, Massachusetts
terminates in July of 2009 with a five option for renewal. The monthly lease
payment for the Sandwich location $1,575 per month. The lease in Milford,
Massachusetts is month to month basis. The monthly lease payment for the Milford
location is $2600 per month. Additionally, we lease office space in Plainville,
Connecticut, which houses our technical services group. The Plainville,
Connecticut lease terminates November 2007 with one year option for renewal. The
monthly lease payment for the Plainville location is $2,726 per month. We own
property in Lowell, Massachusetts, the location of our RCRA permitted Treatment,
Storage and Disposal Facility (TSDF).

ITEM 3. LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

None.

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

None.

PART 2

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

TDS Telemedicine's ("TDS") common stock traded on the OTC Bulletin Board
("OTCBB") under the trading symbol "SRFG" from the date TDS' Form 211 was
accepted by NASD on September 26, 2002 to TDS' change of name and trading symbol
on February 13, 2003. After that date, the Company's trading symbol has been
"TDST".

The following table sets forth the high and low closing bid quotations for the
TDS' common stock during the two fiscal years ended December 31, 2006. The
following table sets forth, for the periods indicated, the high and low bid
prices for TDS' common stock. The reported bid quotations reflect inter-dealer
prices without retail markup, markdown or commissions, and may not necessarily
represent actual transactions. All quotations have been adjusted as if the
1-for-100 reverse stock split implemented in August 2006 had occurred prior to
January 1, 2005.

Period High Low
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2006 Fourth Quarter $0.75 $0.05

2006 Third Quarter $0.70 $0.10

2006 Second Quarter $0.79 $0.22

2006 First Quarter $1.00 $0.25

2005 Fourth Quarter $2.00 $0.80

2005 Third Quarter $2.50 $1.30

2005 Second Quarter $3.00 $0.50

2005 First Quarter $3.00 $1.00

Title of Class Approximate Number of Holders of Record

Common Stock, 0.001 par value 47

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As of March 19, 2007 there were 23,000,000 shares of TDS' common stock issued
and outstanding held by approximately forty seven registered holders of record.
This number may exclude individual shareholders holding stock under nominee
security position listings.

The trading volume of our securities fluctuates and may be limited during
certain periods. As a result, the pricing and liquidity of an investment in the
TDS Telemedicine'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 affect the ability of persons to purchase or sell our Common Stock.

DIVIDEND POLICY

TDS Telemedicine 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 TDS' ability to pay dividends on its Common Stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

TDS 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, TDS 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 TDS' 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.

On August 8, 2006 the Board of Directors of the TDS unanimously adopted a
resolution to amend the Certificate of Incorporation to affect a reverse split
of the TDS Telemedicine's outstanding common stock at a ratio of 1:100 (the
"Reverse Split"). At a subsequent meeting of the shareholders, the Reverse Split
was approved by the holders of shares representing a majority of the voting
power of the TDS. TDS filed the Amendment to its Certificate of Incorporation
with the Secretary of State of Delaware on September 28, 2006 and the Reverse
Split was effective as of that date. As of September 30, 2006, there were
1,000,000 shares of our common stock outstanding. All per share amounts have
been adjusted to reflect the impact of the Reverse Split.

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

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

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

REPURCHASE OF EQUITY SECURITES

TDS did not repurchase any of its equity securities that were registered under
Section 12 of the Securities Act during the 4th quarter of 2006.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

In addition to historical information, this Annual Report contains
forward-looking statements, which are generally identifiable by use of the words
believes," "expects," "intends," "anticipates," "plans to," "estimates,"
"projects," or similar expressions. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those reflected in these forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in the section entitled "Description of Business - Business Risk
Factors". Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's opinions only as of the
date hereof. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements. Readers should
carefully review the risk factors described in other documents TDS Telemedicine
Inc.'s files from time to time with the Securities and Exchange Commission (the
"SEC"), including the Quarterly Reports on Form 10QSB to be filed by us in the
fiscal year 2006.

OVERVIEW

The Company is an environmental management company providing a variety of
services to a broad client base in both the private and public sectors. Our
services include collection and transportation of industrial wastes and site
remediation. Our focus is to provide our clients with value-added,
environmentally conscious and cost-effective hazardous waste management services
based on our efficient management of wastes. The environmental service industry
continues to be a challenging and dynamic business segment. As a result,
companies must adapt to changing market conditions and opportunities. All of
these conditions have resulted in the company's need to take innovative measures
as a condition of achieving success. Our management team believes that in order
for the company to be successful, it must clearly differentiate itself from its
tired competitors who are passionately committed to mediocrity. We do so, and
continue to intend to do so, through the strength of our team, the quality of
our services, our commitment to best practices, and offering our customers
superior technical solutions for the management, recycling and reuse of their
wastes. We believe that the benefits of our strategy can be seen in our current
operating results.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements requires us to make
estimates that affect the reported amounts of assets, liabilities, revenues and
expenses. The following are the areas that we believe require the greatest
amount of estimates in the preparation of our financial statements: impairment
testing, allowances for doubtful accounts and accruals for legal matters. Prior
to the filing of this Annual Report on Form 10KSB, the Audit Committee of our
Board of Directors reviewed these critical accounting policies and estimates and
discussed them with our management.

On an annual basis the Company retains the services of an independent
contractor, to value its intangible assets including the value of Goodwill. For
long-lived assets to be held and used, we recognize an impairment loss only if
its carrying amount is not recoverable through its undiscounted cash flows and
measures the impairment loss based on the difference between the carrying amount
and fair value

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

As described more fully in Item 3, Legal Proceedings, above, we are subject to
legal proceedings. Accruals are established for legal matters when, in our
opinion, it is probable that a liability exists and the liability can be
reasonably estimated. Estimates of the costs associated with dispute settlement
are adjusted as facts emerge. Actual expenses incurred in future periods can
differ materially from accruals established.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

YEAR ENDED DECEMBER 31, 2006 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2005

REVENUES

Total revenues were $13.9 million for the year ended December 31, 2006,
corresponding to a decrease of $0.1 million, or 0.7%, under 2005 revenues of
$14.0 million. Revenues in 2005 include a major soil transportation and disposal
project with our TSDF facility of $1.6. Net of this major soil transportation
project, revenues for the period ended December 31, 2006 increased $1.4 million
over the year ended December 31, 2005. This net increase is due to an increase
in base business in 2006 and our management team's efforts to execute it's plan
for success.

COST OF REVENUES

Cost of revenues for the year ended December 31, 2006 were $10.3 million or
73.8% of revenue, as compared to $10.5 million, or 74.9% of revenue in 2005. The
change in cost of revenues is primarily attributable to the major soil
transportation and disposal project noted above. This project was done at
margins considerably lower than our base business. Cost of revenue without this
project was 73.0% in 2005.

SELLING, GENERAL AND ADIMISTRATIVE EXPENSES

Selling, general and administrative expenses for the year ended December 31,
2006 were $3.2 million or 22.7% of revenue, as compared to $3.3 million, or
23.1% of revenue in 2005. The decrease in selling, general and administrative
expenses is due largely to our continuing efforts to streamline our corporate
and administrative overhead while increasing our investment in our sales team
with new a training program and incentives.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses for the year ended December 31, 2006 were
$0.2 million, or 1.5% of revenue, as compared to $0.4 million, or 1.3% of
revenue in 2005.

INTEREST EXPENSE

Interest expense for the year ended December 31, 2006 was $0.04 million, or 0.3%
of revenue, as compared to $0.03 million, or 0.2% of revenue in 2005. Increase
in interest is attributable to the financing of the Company's capital
expenditures.

NET INCOME

Our total net income from operations the year ended December 31, 2006, was
$425,008 or 3.1% of revenue, as compared to income of $297,504, or 2.1 % of
revenue in 2005. The increase as a percentage of sales is due to the major soil
transportation and disposal project in 2005 (see COST OF REVENUES above).

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities provided $418,501 of cash in 2006 as compared
to $497,861 cash provided in 2005. The Company's capital requirements consist of
general working capital needs, scheduled principal and interest payments on debt
and planned capital expenditures. The Company's capital resources consist
primarily of cash generated from operations. At December 31, 2006 the Company
had cash of $265,307. This cash represents a decrease of $0.1 million from the
cash available as of December 31, 2005.

CASH FLOWS FOR 2006

Operating activities in 2006 provided approximately $418,501 in cash flows.
Non-cash expenses recorded for the year ended December 31, 2006 totaled $193,399
and consisted primarily of($10,935) in allowance for bad debt, ($17,538) in
deferred taxes, $191,184 in depreciation and amortization, and about $30,688 in
equipment disposal costs.

Accounts receivable at December 31, 2006, net of allowance for doubtful
accounts, totaled $2.2 million, as compared to the December 31, 2005 balance of
$2.2 million. Accounts payable at December 31, 2006 totaled $1.6

million, a decrease of $0.2 million from the December 31, 2005 balance of $1.8
million. Accrued expenses at December 31, 2006 totaled $0.5 million, as compared
to the December 31, 2005 balance of $0.5 million.

The Company had a negative working capital position of ($345,119) as of December
31, 2006 as compared to a working capital position of $97,500 as of December 31,
2005. The Company produced profits of approximately $0.3 million during the year
ended December 31, 2006.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

CASH FLOWS FOR 2007

The following is a summary of the Company's significant contractual cash
obligations for the periods indicated that existed as of December 31, 2006.
Information regarding these obligations is more fully disclosed in the Notes to
the Consolidated Financial Statements (see Notes 8 and 10 to the Notes to the
Consolidated Financial Statements).

Years Ended December 31,
2006 2007 2008 2009 2010 Total
-----------------------------------------------------------------------------

Long and short term debt and capital
lease obligations $ 160,032 $ 112,181 $ 89,099 $ 59,643 $ 5,060 $ 426,015
Operating leases 34,500 18,900 7,875 -- -- 61,275
------------ ------------ ----------- ----------- ------------ -----------
Total contractual cash obligations $ 194,532 $ 131,081 $ 96,974 $ 59,643 $ 5,060 $ 487,290

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4," which clarifies the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage) and also requires that the allocation of fixed production overhead be
based on the normal capacity of the production facilities. SFAS No. 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. The Company is currently evaluating the impact of adopting this
statement.

In December 2004, the FASB issued FASB statement No. 153 ("SFAS 153"). SFAS 153
addresses accounting for non-monetary transactions.

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R "Share Based Payment." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash
Flows". This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. This statement is
effective as of the beginning of the first interim or annual reporting period
that begins after December 15, 2005. The revised SFAS No. 123 may have a
material effect on the Company's results of operations but not on the Company's
financial position.

CODE OF ETHICS

The Company does not have a written code of ethics applicable to its executive
officers.

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

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
of Enviro-Safe Corporation and
Enviro-Safe Corporation (NE) (f/k/a Jones Environmental Services (NE), Inc.)

We have audited the accompanying combined balance sheet of Enviro-Safe
Corporation and Enviro-Safe Corporation (NE) (f/k/a Jones Environmental Services
(NE), Inc.) as of December 31, 2006, and the related combined statements of
income and retained earnings and cash flows for the years ended December 31,
2006 and 2005. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Enviro-Safe
Corporation and Enviro-Safe Corporation (NE) (f/k/a Jones Environmental Services
(NE) Inc. as of December 31, 2006 and the results of their combined operations
and cash flows for the years ended December 31, 2006 and 2005 in conformity with
accounting principles generally accepted in the United States.

/s/ Rosenberg Rich Baker Berman & Company
--------------------------------------
Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
March 19, 2007

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

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
COMBINED BALANCE SHEET

DECEMBER 31, 2006
ASSETS:
Current assets:

Cash ......................................................... $ 265,307
Accounts receivable, net ..................................... 2,170,350
Deferred taxes .................................................. 54,145
Prepaid expenses and other current assets .................... 60,419
----------
Total current assets ..................................... 2,550,221

Property and equipment, net ..................................... 1,232,142

Other Assets:
Deposits ..................................................... 104,297
Permits, net ................................................. 178.316
Goodwill, net ................................................ 4,010,303
----------
Total other assets ....................................... 4.292,916
----------

TOTAL ASSETS .................................................... $8,075,279
==========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Short term borrowings - other ................................ 10,514
Loan due to affiliate ........................................ 585,156
Accounts payable ............................................. 1,595,524
Accrued expenses ............................................. 544,114
Current maturities of long-term debt ......................... 160,032
----------
Total current liabilities ................................ 2,895,340

Long-term debt, net of current maturities ....................... 265,983
Deferred taxes ............................................... 36,607
----------
Total long term liabilities .............................. 302,590

Total liabilities: ....................................... 3,197,930

Stockholders' equity:
Common stock, no par value, 15,500 shares authorized;
700 shares issued and outstanding ............................ --
Additional paid-in capital ................................... 4,010,303
Retained Earnings ............................................ 867,046
----------

Total stockholders' equity ................................... 4,877,349
----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................... $8,075,279
==========

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

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

12/31/06 12/31/05
-----------------------------

Revenues ..................................... $ 13,915,839 $ 13,962,113
Revenues, related party ...................... 4,000 58,943
------------ ------------
Total revenues .......................... 13,919,839 14,021,056

Cost of revenues ............................. 10,265,915 9,719,436
Cost of revenues, related party .............. -- 788,088
------------ ------------
Total cost of revenue ................... 10,265,915 10,507,524

Gross profit ............................ $ 3,653,924 $ 3,513,532

Operating expenses:

Selling expenses .......................... $ 1,136,593 $ 1,015,135
General and administrative expenses ....... 2,021,658 2,220,904
------------ ------------
Total operating expenses ................ 3,158,251 3,326,039

Operating income ............................. $ 495,673 $ 277,493

Other income (expense):
Miscellaneous income (expense) ............ 2,048 22,201
Gain (loss) on equipment disposal ......... (30,688) 10,435
Interest expense .......................... (42,025) (27,967)
Gain on extinguishment of debt ........... -- 15,342
------------ ------------
Total other income (expense), net ....... (70,665) 20,011
------------ ------------

Earnings before provision for income taxes ... 425,008 297,504
Provision for income taxes ................... 135,993 19,165
------------ ------------

Net income ................................... $ 289,015 $ 278,339
------------ ------------

Retained earnings beginning .................. 578,031 299,692

Retained earnings ending ..................... 867,046 578,031

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

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

12/31/06 12/31/05
----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income ............................................ $ 289,015 $ 278,339
Adjustments to reconcile net loss to
net cash used in operating activities:

Depreciation and amortization ...................... 191,184 154,862
Change in allowance for doubtful accounts .......... (10,935) 83,270
Deferred taxes ..................................... (17,538) --
Gain (loss) of sale of fixed assets ................ 30,688 (18,530)

Changes in assets and liabilities
Accounts receivable .............................. 16,967 84,924
Prepaid
expenses .............................................. 111,966 (8,714)
Accounts payable ................................. (206,368) (162,809)
Accrued expenses ................................. 13,320 175,318
Deposits ......................................... 202 (88,799)
----------- -----------
Net cash provided by operating activities ...... 418,501 497,861
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of NCES ................................... -- (371,948)
Change in permit ...................................... -- (16,500)
Additions to property, plant and equipment ............ (9,966) (22,752)
Proceeds from sale of fixed assets .................... 30,361 --
----------- -----------

Net cash provided (used) in investing activities 20,395 (411,200)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Change in restricted cash .......................... 29,254 (29,254)
Repayment of short-term borrowings ................. (11,897) (217,792)
Repayment of long-term debt ........................... (148,875) (101,891)
Payment of term financing ............................ (100,000) (100,000)
Loan due to affiliate .............................. (276,199) (399,923)
----------- -----------
Net cash used by financing activities .......... (507,717) (848,860)
----------- -----------

Increase (decrease) in cash ........................... (68,821) (762,199)

Cash at beginning of year ............................. 334,128 1,096,327
----------- -----------

Cash at end of year ................................... $ 265,307 $ 334,128
=========== ===========

The Notes to Combined Financial Statements are an
integral part of these statements

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

COMPANY BACKGROUND

BUSINESS STRATEGY

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

As the environmental services industry continues to evolve, our philosophy of
safe, compliant, and cost effective services will continue to allow Enviro-Safe
Corporation and Enviro-Safe Corporation (NE) to expand via organic growth and
acquisition. As we continue to add field services capabilities in our current
geographic area, we will continue to develop closer relationships with our broad
client base and continue to offer additional services to our existing clients.
We anticipate additional growth via acquisition outside our existing geography.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include all accounts of
Enviro-Safe Corporation and Enviro-Safe Corporation (NE). All significant
inter-company accounts and transactions have been eliminated in consolidation.

REVENUE RECOGNITION

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

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

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are amortized over
the lesser of the life of the lease or their useful lives. Gains and losses on
depreciable assets retired or sold are recognized in the statement of operations
in the year of disposal, and repair and maintenance expenditures are expensed as
incurred. Property, plant and equipment are stated at cost. Expenditures for
major renewals and improvements which extend the life or usefulness of the
asset, are capitalized. Once an asset has been completed and placed in service,
it is transferred to the appropriate category and depreciation commences.

GOODWILL AND INTANGIBLE ASSETS

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

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

LONG-LIVED ASSETS

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

INCOME TAXES

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

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

The carrying values of accounts receivable, other receivables, accounts payable,
and accrued expenses approximate their fair values due to their short term
maturities. The carrying values of the Company's long-term debt

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

approximate their fair values based upon a comparison of the interest rate and
terms of such debt to the rates and terms of debt currently available to the
Company.

3 CONCENTRATIONS

The Company maintains cash balances with financial institutions that at times
may exceed the limits insured by the Federal Deposit Insurance Corporation. Cash
balances in excess of these limits at December 31, 2006 amounted to $311,510.

Accounts receivable are uncollateralized, non-interest-bearing customer
obligations due under normal trade terms requiring payment within 30 days from
the invoice date. Accounts receivable are stated at the amount billed to the
customer. Accounts receivable in excess of 90 days old are considered
delinquent. Payments of accounts receivable are allocated to the specific
invoices identified on the customer's remittance advice or, if unspecified, are
applied to the oldest unpaid invoices.

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

Accounts receivable at December 31, 2006 are approximated as follows:

Accounts receivable $2,329,602
Less: allowance for doubtful accounts (159,252)
---------
Accounts receivable, net $2,170,350
===========

4 DEPOSITS

In 2005, the Company deposited $90,000 to satisfy an environmental bond
obligation for potential site clean-up of the Lowell location. In accordance
with the agreement, the trustee is Bank North and beneficiary is the
Massachusetts Department of Environmental Protection.

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

4 DEPOSITS (continued)

Other deposits in the amount $14,297 are for security deposits on property
leases and deposits for our permit.

5 GOODWILL AN INTANGIBLE ASSETS

The Company reviews its Goodwill annually at December 31 each year for possible
impairment and more frequently if events or changes in circumstances indicate
Goodwill might be impaired. The fair value of the Company's reporting units is
analyzed using a discounted cash flow valuation approach. The discounted cash
flow calculation is made utilizing various assumptions and estimates regarding
future revenues and expenses, cash flow and discount rates. The assumptions used
are sometimes significantly different than historical results due to the
Company's current business initiatives. If the Company fails to achieve results
in line with the assumptions used, intangible assets may be impaired. Possible
impairment may exist if the fair value computed using the discounted cash flow
valuation approach is lower than the carrying amount of the reporting unit
(including goodwill). Further analysis would be required if possible impairment
exists by comparing the implied fair value of the reporting unit, which is the
excess of the fair value of the reporting unit over amounts assigned to the
reporting units assets and liabilities, to the carrying amount of goodwill. If
the carrying amount of the reporting unit goodwill is greater than the implied
fair value, an impairment loss equal to the difference would be recorded and
goodwill would be written down. As of December 31, 2006 the Company does not
believe any impairment of Goodwill or other intangible assets has occurred.

Intangible assets at December 31, 2006 include the following:

Permits ................ $ 216,500
Accumulated amortization (38,184)
---------
Permits, net ........ $ 178,316
=========

Amortization of intangible assets was $10,912 and $9,052 for the years ended
December 31, 2006 and 2005 respectively. Estimated amortization expense for
future years is as follows:

2007 $ 10,917
2008 10,917
2009 10,917
2010 10,917
2011 10,917
Thereafter 123,731
--------
Total $178,316
========

6 PROPERTY AND EQUIPMENT

Property, plant and equipment consist of the following at December 31, 2006:

Land and building ........... $ 675,000
Furniture and fixtures ...... 55,831
Machinery & Equipment ....... 27,108
Vehicles .................... 826,319
Computer Equipment .......... 13,687
Leasehold Improvements ..... 145,698
-----------
$ 1,743,643
Less accumulated depreciation (511,501)
-----------
Net fixed assets ............ $ 1,232,142

7 FINANCING ARRANGEMENTS

The following is a summary of the Company's financing arrangements as of
December 31, 2006:

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

7 FINANCING ARRANGEMENTS (continued)

Short-term borrowings

Vendor composition plans $ 10,514
-----------
Total short-term borrowings $ 10,514

Current maturities of long-term debt:
Vehicle loans 160,032
Total ------------
current maturities of long-term debt $ 160,032

Long-term debt:

Vehicle loans 265,983 Total long-term debt, net of current maturities $
265,983 The following chart is presented to assist the reader in analyzing the
Company's ability to fulfill its fixed debt service requirements of December 31,
2006 and The Company's ability to meet such obligations:

Year Amount
2007 $ 160,032
2008 112,181
2009 89,099
2010 59,643
2011 and thereafter 5,060
---------
Total minimum payments due under current
and long-term obligations $ 426,015
=========

VEHICLE LOANS

The Company has vehicle loans with varying interest rates from 0% to 11.45%.
These loans have maturity dates that range from February 2007 to December 2012.
As of December 31, 2006, vehicle notes totaled $426,015 with $160,032 currently
due.

8 COMMITMENTS AND CONTINGENCIES

EMPLOYMENT AGREEMENTS

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

OPERATING LEASES

The Company maintains its technical services offices located in Plainville,
Connecticut, and its Field Services offices in Sandwich and Milford,
Massachusetts. The Plainville lease is year to year currently through June 2007,
with annual options through June 2008, payable in the amount of $2,726 per
month. The Sandwich lease is a five-year term through June 2008 with a five-year
option with a monthly payment of $1,575. The Milford lease is a monthly lease
option and a monthly payment in the amount of $2,600. The lease obligations are
as follows:

Year Operating Leases
- ---- ----------------
2007 $ 34,500
2008 18,900
2009 7,875
--------
Total minimum lease payments $ 61,275

OTHER CONTINGENCIES

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

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

8 COMMITMENTS AND CONTINGENCIES (continued)

The Company owns property in Lowell, Massachusetts, the location of our RCRA
permitted Treatment, Storage and Disposal Facility (TSDF). Per the requirements
of the permit associated with the operation of this facility, a third party
evaluation is conducted on a yearly basis to evaluate the costs associated with
the retirement of this asset. Per the outcome of this evaluation, $90,000 has
been placed in a trust with the Massachusetts Department of Environmental
Protection listed as beneficiary. The Company has included the $90,000 in this
trust as part of deposits in other assets.

9 GUARANTEE AGREEMENT

On October 31, 2006, the Company's parent, GS CleanTech Corporation, and GS
CleanTech's parent company, GreenShift Corporation, guaranteed the following
obligations:

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

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

GS CleanTech's guaranty was secured by a pledge of its assets and the assets of
its subsidiaries which includes the assets of EnviroSafe. The proceeds of the
financing transactions were used to fund an acquisition by an affiliate.

10 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

2006 2005
--------------------
Cash paid during the year for the following:

Interest ....................................................... $ 42,028 $ 27,967
Income Taxes ................................................... -- --

Supplemental Schedule of Non-Cash Investing and Financing Activities:
Acquisition of equipment and/or vehicles with long-term debt ... 71,417 287,554

11 RETIREMENT PLAN

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

12 RELATED PARTY TRANSACTIONS

During the periods ended December 31, 2006 and December 31, 2005, the Company
had revenues of $4,000 and $58,943 respectively from related parties. In
addition, the Company incurred costs of sales to related parties in the amount
of $788,088 for the period ended December 31, 2005.

During the year the Company's parent paid cash for the Company's debt
obligations. As of December 31, 2006, the net balance is $585,156. The note is
non interest bearing and is due upon demand.

13 INCOME TAXES

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

The components of the provision for income taxes for the years ended December 31
were as follows:

2006 2005
---- ----
Current $ 153,532 $ 19,165
Deferred (17,539) --
========= =========
Total $ 135,993 19,165
========= =========

ENVIRO-SAFE CORPORATION AND
ENVIRO-SAFE CORPORATION (NE) (F/K/A JONES ENVIRONMENTAL SERVICES (NE), INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS

13 INCOME TAXES (continued)

The tax effects of temporary differences that give rise to significant portions
of deferred tax asset and liabilities at December 31, 2006 were as follows:

Deferred tax assets:
Allowance for doubtful accounts receivable $54,146
=======

Total deferred tax asset ................. $54,146
=======

Deferred tax liabilities:

Equipment and property ................. $33,314

Intangibles ............................ 3,293
-------
Total deferred tax liability ................ $36,607
=======

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

14 SUBSEQUENT EVENTS

On March 19, 2007, Cornell Capital Partners, LP consented to subordinate its
security interest in the assets of Enviro-Safe Corporation and Enviro-Safe
Corporation (NE) (see Note 9 Guaranty Agreement) in contemplation of Enviro-Safe
entering into a credit facility with TD Bank North.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial and accounting officer
participated in and supervised the evaluation of our disclosure controls and
procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are designed to
ensure that information required to be disclosed by us in the reports that we
file is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that the information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our principal executive officer or
officers and principal financial officer, to allow timely decisions regarding
required disclosure. Veridium's chief executive officer and chief financial
officer determined that, as of the end of the period covered by this report,
these controls and procedures are adequate and effective in alerting him in a
timely manner to material information relating to Veridium required to be
included in Veridium's periodic SEC filings.

EXECUTIVE COMPENSATION

The following table sets forth compensation information for the Company's
executive officers during the years indicated as relevant. As of December 31,
2006, no executive officer held shares of exercisable options for the Company's
Common Stock.

Name and Principal Position Annual Compensation Long-term Compensation All Other
Compensation
- ---------------------------------------------------------------------------------------------------------------------
Year Salary Bonus Other Securities Underlying
Options Granted (shares)
- ---------------------------------------------------------------------------------------------------------------------

Kevin Kreisler 2006 $ -- $ -- $ -- -- $ --
Chairman, President & CEO 2005 -- -- -- -- --
2004 -- -- -- -- --

The following table sets forth compensation information for the Company's
executive officer during the years indicated as relevant. As of December 31,
2006, no executive officer held shares of exercisable options for the Company's
Common Stock.

James Green 2006 136,735 -- -- -- --
Former President & CEO 2005 156,923 100,000 -- -- --
2004 146,537 -- -- -- --

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based solely on the Company's review of copies of such forms received by the
Company, the Company believes that during the year ended December 31, 2006, all
filing requirements applicable to all officers, directors, and greater than 10%
beneficial stockholders were complied with.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTION WITH AFFILIATES

During the periods ended December 31, 2006 and December 31, 2006, the company
had revenues of $4,000 and $58,942 respectively due from a related party. In
addition, the Company incurred costs of sales due to a related party in the
amount of $788,088 for the period ended December 31, 2005.

RELATED PARTY TRANSACTIONS WITH JAMES GREEN

Since September 2005 Mr. Green has been President of Enviro-Safe Corporation and
Enviro-Safe Corporation (NE), Inc. (f/k/a Jones Environmental Services (NE),
Inc.). Mr. Green was compensated for his services as described above.

James Green previously owned 287,500 shares of Series B Preferred Stock of GS
CleanTech, which shares were convertible into 12,500,000 shares of GS CleanTech
common stock. GS CleanTech and Mr. Green were also party to various agreements
relative to certain price- and dilution-protections granted to Mr. Green by GS
CleanTech relative to the May 2003 purchase of the stock of Enviro-Safe
Corporation (NE), Inc. (f/k/a Jones Environmental Services (NE), Inc.) and
EnviroSafe Corporation (collectively, "Enviro-Safe") from Mr. Green and all
agreements executed or delivered in connection therewith, the compliance of
which agreements was secured by certain liens filed on certain of GS CleanTech's
and/or its affiliates' stock and/or assets (the "Lien Interest"). In connection
with the sale of Enviro-Safe to the Company, Mr. Green surrendered to GS
CleanTech the GS CleanTech Preferred Shares and terminated the Lien Interest,
and GS CleanTech assigned to Mr. Green 5,000,000 shares of its common stock
holdings in the Company.

CONVERTIBLE DEBENTURES ISSUED TO GREENSHIFT

On December 31, 2006, the Company had a loan balance due to GreenShift in the
amount of $585,156. As of January 1, 2007, the balance due to Greenshift was
forgiven and credited to Additional Paid in Capital. GreenShift is the majority
shareholder of the Company and is controlled by Kevin Kreisler, its chairman and
chief executive officer. Mr. Kreisler is also the chairman of the Company.

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
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, the Company was to issue to GreenShift:

o 3,000,000 shares of common stock;

o Common stock with a value of $250,000;

o Common stock with a value of $50,000 for each calendar quarter during which
GreenShift provides services to the Company;

o Common stock with a value equal to the expenses incurred by GreenShift in
providing services to the Company.

At the end of 2005, the Company 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 Company 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 the
Company. On January 1, 2007, the convertible debenture and accrued interest was
converted into a long term note payable due to GreenShift Corporation.

TDS TELEMEDICINE INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed financial statements of TDS
Telemedicine Inc. (the "Company") have been prepared to indicate how the
financial statements of the Company might have looked if the Merger with
Enviro-Safe Corporation and Enviro-Safe Corporation (NE), Inc. (f/k/a Jones
Environmental Services (NE), Inc.) (the "Subsidiaries") and transactions related
to that Merger had occurred as of the beginning of the period presented.

The pro forma condensed financial statements have been prepared using the
unaudited historical financial statements of the Company and the Subsidiaries as
of the year ended December 31, 2006 (audited).

The pro forma condensed financial statements should be read in conjunction with
a reading of the historical financial statements of the Company. The pro forma
condensed financial statements are presented for illustrative purposes only and
are not intended to be indicative of actual financial condition or results of
operations had the Merger been in effect during the periods presented, or of
financial condition or results of operations that may be reported in the future.

TDS TELEMEDICINE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
DECEMBER 31, 2006

Historical Pro Forma
------------------------------- ----------------------------
GS TDS
EnviroServices Telemedicine Adjustments Notes Combined
--------------------------------------- ---------------- -------------- ---------- ----- ----------
ASSETS

Current assets
Cash ............................. $ 265,307 $ -- -- $ 265,307
Accounts receivable, net ......... 2,170,350 -- -- 2,170,350
Deferred taxes ................... 54,145 -- -- 54,145
Prepaid expenses and other current 60,419 -- -- 60,419
assets
----------- ----------- ----------- -----------

Total current assets ......... 2,550,221 -- -- 2,550,221

Property and equipment, net ...... 1,232,142 -- -- 1,232,142

Other Assets:
Deposits ......................... 104,297 -- -- 104,297
Permits, net ..................... 178,316 -- -- 178,316
----------- ----------- ----------- -----------
Total other assets ............... 4,292,916 -- -- 4,310,455

Total assets ................. $ 8,075,279 $ -- -- $ 8,075,279
=========== =========== =========== ===========

Current Liabilities:
Short term borrowings ............ 10,514 -- -- 10,514
Accounts Payable ................. 1,595,524 -- -- 1,595,525
Income tax payable ............... -- 2,250 -- 2,250
Accrued Expenses ................. 544,114 21,219 -- 565,333
Current maturities of long term .. 160,032 -- -- 160,032
debt
----------- ----------- ----------- -----------

Total current liabilities ........ 2,310,184 23,469 -- 2,333,653

Long term debt, net of current ... 265,983 -- -- 265,983
maturities
Deferred taxes ................... 36,607 -- -- 36,607
Loan due to parent ............... -- 531,749 -- 831,749
----------- ----------- ----------- -----------
Total liabilities ................ 2,612,774 555,218 -- 3,467,992

Stockholders' equity:
Common Stock, $.001 par value, ... -- 4,000 22,000(a)(b) 26,000
100,000,000 shares authorized
23,000 shares issued and
outstanding
Additional paid in capital ....... 4,595,459 1,028,532 (22,000)(a)(b) 5,601,991
Retained Earnings ................ 867,046 (1,587,749) -- (720,704)
----------- ----------- ----------- -----------
Total stockholders' equity ....... 5,462,509 (555,217) -- 4,907,287

TOTAL LIABILITES & ....................... $ 8,075,279 $ -- -- $ 8,075,279
STOCKHOLDERS EQUITY
=========== =========== =========== ===========
<FN>

(a) Issuance of 19,000,000 shares of common stock to GS CleanTech in
consideration for purchase price. (b) Issuance of 3,000,000 shares of
common stock to GreenShift Corporation due from services agreement.
</FN>

TDS TELEMEDICINE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006

GS
EnviroServices TDS Telemedicine Combined
- -------------------------------------- --------------- ----------------- ---------

Revenues ........................... $ 13,919,839 $ 0 $ 13,919,839
Cost of sales ...................... 10,265,915 0 10,265,915
------------ ------------ ------------
Gross profit ................. 3,653,924 0 3,653,924

Selling expense .................... 1,136,593 0 1,136,593
General & administrative expense ... 2,021,658 468,561(a) 2,490,219

Total selling, general & ..... 3,158,251 468,561 3,626,812
administrative expense
------------ ------------ ------------

Operating profit ................... 495,673 (468,561) 27,112

Other income and expense ........... 28,637 0 28,637
Interest expense ................... 42,028 23,690 65,718
------------ ------------ ------------
Total other income and expense 70,665 23,690 94,355

Earnings before tax .......... 425,008 (492,251) (67,243)
Provision for tax ............ 135,993 750 136,743
------------ ------------ ------------
Net income ................... $ 289,015 $ (493,001) $ (203,986)
============ ============ ============
<FN>
(a) General and administrative expenses presented are non-recurring
organizational costs.
</FN>