As filed with the Securities and Exchange Commission on May 21, 2007
                                                    Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            TDS (TELEMEDICINE) INC.
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

      New York                                                     11-3579554
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           2007 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                         Tds (Telemedicine) Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                <C>                     <C>
     Common Stock,       2,185,000 shares          $0.17              $371,450                $11.41
     $.001 par value
--------------------------------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from  multiplying  2,185,000
     shares by $0.17,  the closing  price for the Common  Stock  reported on the
     Pink Sheets as of May 17, 2007.
</FN>
</TABLE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Tds  (Telemedicine)  Inc.  is  incorporating  by  reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  tds (Telemedicine)'s  Annual Report on Form 10-KSB/A (Amendment No. 1)
          for the year ended December 31, 2006;

     (b)  tds  (Telemedicine)'s  Quarterly Report on Form 10-QSB for the quarter
          ended March 31, 2007; and

     (c)  the description of tds (Telemedicine)'s  Common Stock contained in its
          Registration  Statement on Form 10-SB (No. 000-33513),  as amended and
          filed on June 14, 2002.

     Tds  (Telemedicine)  is  also  incorporating  by  reference  all  documents
hereafter filed by tds (Telemedicine)  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

     Robert Brantl,  Esq.,  counsel to tds  (Telemedicine),  has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of tds (Telemedicine) Corporation.

Item 6.       Indemnification of Directors and Officers.

     Section  722 of the  Business  Corporation  Law of the  State  of New  York
authorizes a corporation to provide  indemnification to a director or officer of
the corporation, including attorneys' fees, judgments, fines and amounts paid in
settlement,  actually and  reasonably  incurred by him in  connection  with such
action, suit or proceeding,  if such party acted in good faith and for a purpose
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful,  and except that with
respect to any action  which  results  in a judgment  against  the person and in
favor  of the  corporation  the  corporation  may not  indemnify  unless a court
determines   that  the  person  is  fairly  and   reasonably   entitled  to  the
indemnification.

<PAGE>

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are protected  against  personal  liability for monetary  damages for
breach of fiduciary  duty,  except for breaches of the duty of loyalty,  acts or
omissions  not in good  faith  or  involving  intentional  misconduct,  improper
payment of dividends,  or transactions in which the director derived an improper
personal benefit.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

     4.1  2007 Equity Incentive Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.       Undertakings.

              Tds (Telemedicine) Inc. hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the annual report  pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of tds
(Telemedicine)  pursuant to the provisions of the New York Business  Corporation
Law or otherwise, tds (Telemedicine) has 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.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
tds  (Telemedicine)  of  expenses  incurred  or paid by a  director,  officer or
controlling  person  of tds  (Telemedicine)  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  tds  (Telemedicine)
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.



<PAGE>

                                   SIGNATURES

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  tds
(Telemedicine)  Inc. certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 21st day of
May, 2007.

                               TDS (TELEMEDICINE) INC.

                               By: /s/ James Green
                                   ----------------------------
                                       James Green, Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 21, 2007.

/s/ James Green
    ------------------------
    James Green, Director,
    Chief Executive Officer

/s/ Doris Christiani
    ------------------------
    Doris Christiani,
    Chief Financial and Accounting Officer

/s/ Kevin Kreisler
    ------------------------
    Kevin Kreisler, Director
[{"type": "S-8", "sequence": "1", "filename": "tdss8507.txt", "description": "TDS (TELEMEDICINE) S-8", "secsgml_size_bytes": 10662}]
{"company-data": {"conformed-name": "TDS TELEMEDICINE INC", "cik": "0001163966", "assigned-sic": "5940", "irs-number": "113579554", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143135", "film-number": "07869075"}, "business-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10533", "phone": "2129945374"}, "mail-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10533"}, "former-company": {"former-conformed-name": "SURF GROUP INC", "date-changed": "20011220"}}
As filed with the Securities and Exchange Commission on May 21, 2007
                                                    Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            TDS (TELEMEDICINE) INC.
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

      New York                                                     11-3579554
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           2007 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                         Tds (Telemedicine) Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,       2,185,000 shares          $0.17              $371,450                $11.41
     $.001 par value
--------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from  multiplying  2,185,000
     shares by $0.17,  the closing  price for the Common  Stock  reported on the
     Pink Sheets as of May 17, 2007.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Tds  (Telemedicine)  Inc.  is  incorporating  by  reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  tds (Telemedicine)'s  Annual Report on Form 10-KSB/A (Amendment No. 1)
          for the year ended December 31, 2006;

     (b)  tds  (Telemedicine)'s  Quarterly Report on Form 10-QSB for the quarter
          ended March 31, 2007; and

     (c)  the description of tds (Telemedicine)'s  Common Stock contained in its
          Registration  Statement on Form 10-SB (No. 000-33513),  as amended and
          filed on June 14, 2002.

     Tds  (Telemedicine)  is  also  incorporating  by  reference  all  documents
hereafter filed by tds (Telemedicine)  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

     Robert Brantl,  Esq.,  counsel to tds  (Telemedicine),  has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of tds (Telemedicine) Corporation.

Item 6.       Indemnification of Directors and Officers.

     Section  722 of the  Business  Corporation  Law of the  State  of New  York
authorizes a corporation to provide  indemnification to a director or officer of
the corporation, including attorneys' fees, judgments, fines and amounts paid in
settlement,  actually and  reasonably  incurred by him in  connection  with such
action, suit or proceeding,  if such party acted in good faith and for a purpose
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful,  and except that with
respect to any action  which  results  in a judgment  against  the person and in
favor  of the  corporation  the  corporation  may not  indemnify  unless a court
determines   that  the  person  is  fairly  and   reasonably   entitled  to  the
indemnification.
Our  certificate  of  incorporation  provides  that members of our board of
directors  are protected  against  personal  liability for monetary  damages for
breach of fiduciary  duty,  except for breaches of the duty of loyalty,  acts or
omissions  not in good  faith  or  involving  intentional  misconduct,  improper
payment of dividends,  or transactions in which the director derived an improper
personal benefit.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

     4.1  2007 Equity Incentive Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.       Undertakings.

              Tds (Telemedicine) Inc. hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement;

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the annual report  pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of tds
(Telemedicine)  pursuant to the provisions of the New York Business  Corporation
Law or otherwise, tds (Telemedicine) has 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.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
tds  (Telemedicine)  of  expenses  incurred  or paid by a  director,  officer or
controlling  person  of tds  (Telemedicine)  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  tds  (Telemedicine)
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.
SIGNATURES

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  tds
(Telemedicine)  Inc. certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 21st day of
May, 2007.

                               TDS (TELEMEDICINE) INC.

                               By: /s/ James Green
                                   ----------------------------
                                       James Green, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 21, 2007.

/s/ James Green
    ------------------------
    James Green, Director,
    Chief Executive Officer

/s/ Doris Christiani
    ------------------------
    Doris Christiani,
    Chief Financial and Accounting Officer

/s/ Kevin Kreisler
    ------------------------
    Kevin Kreisler, Director