SECURITIES & EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 12b-25

                         Notification of Late Filing

                             tds (Telemedicine) Inc.
                             -----------------------


                         Commission File Number 0-33513

(Check one)
   [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F

   [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR [ ] Form N-CSR

       For the period ended:  December 31, 2006
                              -----------------

   [ ] Transition Report on Form 10-K and Form 10-KSB

   [ ] Transition Report on Form 20-F

   [ ] Transition Report on Form 11-K

   [ ] Transition Report on Form 10-Q and Form 10-QSB

   [ ] Transition Report on Form N-SAR

       For the transition period ended:
                                          -------------

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

  Full name of Registrant       TDS (TELEMEDICINE) INC.
                                -----------------------

  Former name, if applicable
                                -----------------------

                 One Penn Plaza, Suite 1612, New York, NY 10110
                ------------------------------------------------
                      Address of principal executive office

                                     PART II

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]


     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K 10-KSB,  20-F,  11-K,  Form N-SAR or Form N-CSR,  or portion
[X]       thereof will be filed on or before the 15th calendar day following the
          prescribed  due date;  or the subject  quarterly  report or transition
          report on Form 10-Q,  10-QSB,or  portion  thereof  will be filed on or
          before the fifth calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                                    PART III
                                    NARRATIVE

tds  (Telemedicine)  Inc.  is unable to file its  Annual  Report on Form  10-KSB
within the required time because there was a delay in completing the adjustments
necessary to close its books for the year.

                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

                           James Green 508-888-5478

(2)  Have all other periodic  reports  required under Section 13 or 15(d) or the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed. Yes [X] No [ ]

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof. Yes [X] No [ ]

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                            tds (Telemedicine) Inc.
               ----------------------------------------------
               Name of Registrant as Specified in its Charter

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:  March 30, 2007          By: /s/ James Green
                                   --------------------------
                                       James Green
                                       President