SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d )

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2013~~2014

COMMISSION FILE NO.: 0-33513

GS ENVIROSERVICES, INC.
Exact name of registrant as specified in its charter)
Delaware		20-8563731
(State of other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
411 Hackensack Ave., Hackensack, NJ		07601
(Address of principal executive offices)		(Zip Code)
(201) 646-1000
(Registrant’s telephone number including area code )

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes	X	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the prior 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes	X	No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer[ ] Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes		No	X
As of November 19, 2013 there were 377,326,779 shares of common stock outstanding.

GS ENVIROSERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-8563731
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


898 N. Sepulveda Blvd., Suite 400, El Segundo, CA		90245
(Address of principal executive offices)		(Zip Code)
	(424) 341-2522
	(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes	X	No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the prior 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes	X	No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer[ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes		No	X

As of October 2, 2014, there were 370,722,572 shares of common stock outstanding.

GS ENVIROSERVICES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2013~~2014

TABLE OF CONTENTS

		Page No.
Part I	Financial Information	Page No
Part I	Financial Information
Item 1	Financial Statements	3
Item 1.	Financial Statements (unaudited)	2
	Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	3
	Condensed Balance Sheets – September 30, 2013 (unaudited) and December 31, 2012	2
	Condensed Statements of Operations for the Three Months Ended March 31, 2014 (unaudited) and 2013 (unaudited)	4
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	3
	Statements of Cash Flows for the Three Months Ended March, 2014 (unaudited) and 2013 (unaudited)	5
	Statements of Cash Flows for the Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	4
	Notes to Consolidated Financial Statements	6
	Notes to Condensed Financial Statements	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 2.	Management’s Discussion and Analysis	11
Item 3	Quantitative and Qualitative Disclosures about Market Risk	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4	Controls and Procedures	14
Item 4.	Controls and Procedures	12
Part II	Other Information
Item 1.	Legal Proceedings	13
Item 1	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 1A	Risk Factors	14
Item 3.	Defaults Upon Senior Securities	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 4.	Mine Safety Disclosures	14
Item 3	Defaults upon Senior Securities	14
Item 5.	Other Information	14
Item 4	Reserved	14
Item 6.	Exhibits	14
Item 5	Other Information	14
Item 6	Exhibits	15
	Signatures	15

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) FOR ~~SEPTEMBER~~MARCH 3031, ~~2013~~2014

GS ENVIROSERVICES, INC.

~~CONDENSED~~ BALANCE SHEETS

~~SEPTEMBER~~MARCH 3031, ~~2013~~2014 (UNAUDITED) AND DECEMBER 31, 2013

AND DECEMBER 31, 2012

		3/31/2014			12/31/2013
ASSETS

Current Assets:
Cash	$	-		$	-
Deferred finance costs (OID), current portion		36,900			-
Total current assets		36,900			-

Other Assets:
Deferred finance costs (OID)		49,200
Total other assets		49,200			-

TOTAL ASSETS		86,100			-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Cash overdraft		488			488
Convertible debenture-affiliate		189,000			189,000
Accounts payable		92,238			82,511
Accrued expenses		441,318			367,967
Convertible note		36,750			36,750
Liabilities to be settled in stock		10,000			10,000
Liability for derivative conversion feature – convertible debenture-affiliate		1,257,454			1,256,706
Liability for derivative conversion feature – convertible note		47,875			28,664
Due to affiliates		27,222			25,792
Total current liabilities		2,102,345			1,997,878

Long Term Liabilities:
Convertible debenture – long term		172,200			-
Liability for derivative conversion feature – convertible debenture – long term		40,492			-
Total long term liabilities		212,692			-

Total Liabilities		2,315,037			1,997,878

Stockholders’ Equity (Deficit):
Common stock, $0.0001 par value, 10,000,000,000 shares authorized: 370,722,572 shares issued and outstanding as of March 31, 2014 and December 31, 2013		46,166			46,166
Treasury stock, 99,394,946 shares, at cost		(578,008)			(578,008)
Common stock subscribed		18,950			18,950
Additional paid in capital		7,123,652			7,123,652
Note receivable – shareholder		-			-
Accumulated deficit		(8,839,697	)		(8,608,638	)
Total stockholders’ equity (deficit)		(2,228,937	)		(1,997,878	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	86,100		$	-

ASSETS:	9/30/2013			12/31/2012
Current assets:
Cash	$	--		$	2.048
Interest receivable - affiliate		9,718			--
Total current assets		9,718			2,048
Intangible asset, net of accumulated amortization of $1,194 and $694, respectively		1,556			2,306
TOTAL ASSETS		11,274			4,354
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Cash overdraft		8,802			--
Convertible debenture, net of discount of $0 and $136,535, respectively		159,000			22,465
Accounts payable		79,606			18,243
Accrued expenses		338,202			149,159
Convertible note, net of discount of $14,444 and $0, respectively		18,056			--
Liability to be settled in stock		10,000			10,000
Liability for derivative conversion feature – convertible debenture		559,635			497,111
Liability for derivative conversion feature – convertible note		33,415			--
Due to affiliates		25,261			76,138
Total current liabilities		1,231,977			773,116
Total liabilities		1,231,977			773,116
Stockholders’ equity (deficit):
Common stock, $.0001 par value, 10,000,000,000 shares authorized,110,926,954 and 72,605,054 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively		20,236			16,404
Treasury stock, 99,394,946 shares at cost		(578,008	)		(578,008	)
Additional paid-in capital		6,523,511			6,214,134
Common stock subscribed		10,000			--
Note receivable – shareholder		(228,573	)		(129,000	)
Retained deficit		(6,967,869	)		(6,292,292	)
Total stockholders’ equity (deficit)		(1,220,703	)		(768,762	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,274		$	4,354

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

GS ENVIROSERVICES, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2013~~2014 AND ~~2012~~2013 (UNAUDITED)

	Three Months Ended						Nine Months Ended
		3/31/2014			3/31/2013
	9/30/2013			9/30/2012			9/30/2013			9/30/2012
Revenue	$	-		$	-
Revenues	$	100		$	--		$	100		$	--
Cost of revenues		-			-
Cost of revenues		--			--			--			--
Gross profit		-			-
Gross profit-		100			--			100			--
Operating expenses:
Operating expenses:
Professional fees		135,000			10,308
General and administrative expenses		185,687			68,788			358,012			123,987
Officers’ salaries		-			45,000
Research and development		26,423			--			80,318			--
General and administrative-other		580			2,929
Total operating expenses		212,110			68,788			438,330			123,987
Research and development		25,000			26,550
Operating loss		(212,010	)		(68,788	)		(438,230	)		(123,987	)
Total operating expenses		(160,580)			(84,787)
Other income (expense):
Loss from operations		(160,580	)		(84,787)
Gain on extinguishment of debt		--			--			18,000			75,000
Other Income (Expense):
Cost of conversion feature on convertible note		9,638			--			(6,987	)		--
(Loss) income from change in value of conversion feature – convertible debenture		(748)			54,508
Income (loss) from change in value of conversion feature – convertible debenture		(164,665	)		24,833			(62,524	)		24,833
(Loss) from change in value of conversion feature – convertible notes		(19,211)			-
Income (loss) from change in value of conversion feature – convertible note		(10,459	)		--			6,071			--
Cost of conversion feature – convertible note		(40,492)			-
Amortization of debt discount		~~(10,833~~-	)		--(62,714)			~~(154,591~~	)		--
Interest income – affiliate		1,935			--			9,718			--
Interest income - affiliate		-			5,848
Interest expense		(3010,~~891~~028)	)		--(7,754)			~~(47,035~~	)		~~(5,967~~	)
Total other income (expense), net		(~~205~~70,~~275~~479)	)		24(10,~~833~~112)			~~(237,347~~	)		~~96,866~~
Loss before provision for income taxes		(~~417~~231,~~285~~059)	)		(4394,~~955~~889)	)		~~(675,577~~	)		~~(30,121~~	)
Provision for income taxes		--			--			--			--
(Provision for)/benefit from income taxes		-			-
Net loss	$	(~~417~~231,~~285~~059)	)	$	(4394,~~955~~889)	)	$	~~(675,577~~	)	$	~~(30,121~~	)
Income (loss) per share
Weighted average common shares outstanding, basic and diluted		370,722,572			72,605,054
Basic income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Earnings (Loss) per Share:
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net income (loss) per share – basic and diluted	$	(0.00)		$	(0.00)
Weighted average shares of common stock outstanding
Basic		107,843,885			87,361,300			84,617,774			63,047,194
Diluted		107,843,885			87,361,300			84,617,774			63,047,194

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

GS ENVIROSERVICES, INC.

STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2013~~2014 (UNAUDITED)

AND ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013 (UNAUDITED)

		9/30/2013				9/30/2012
		Year Ended
CASH FLOWS FROM OPERATING ACTIVITIES
		3/31/2014				3/31/2013
Net income (loss)		$	(675,577	)		$	(30,121)
CASH FLOW FROM OPERATING ACTIVITIES
Adjustment to reconcile net income (loss) to net cash used in (provided by) operating activities:
Net (loss)	$	(231,059)			$	(94,889)
Gain on extinguishment of debt			(18,000)				(75,000)
Adjustments to net (loss) to net cash provided by (used in) operating activities:
Amortization			155,341				--
Interest receivable		-				(5,848)
Loss (income) from conversion features			56,453				(24,833)
Change in fair value - conversion features		19,959				(54,508)
Cost of conversion feature		40,492	~~6,987~~			-	--
Expenses paid directly by shareholder			31,450				--
Amortization of debt discount		-				62,964
Stock-based compensation			85,000				--
Direct payment of operating expenses by affiliates		-				15,960
Interest incurred – affiliate debt exchange			22,219				--
Changes in operating assets and liabilities:
Changes in assets and liabilities:
Accounts payable & accrued expenses		83,078				69,790
Interest receivable - affiliate			(9,718	)			--
Net cash flows (used in) operating activities	$	(87,530	)		$	(6,541	)
Bank overdraft			8,802				--
CASH FLOW FROM FINANCING ACTIVITIES
Accounts payable and accrued expenses			268,405				85,399
Proceeds from convertible debenture		86,100				-
Net cash flows used in continuing operations			(68,638	)			(44,555	)
Advances from affiliates		1,430				7,500
CASH FLOW FROM FINANCING ACTIVITIES
Net cash provided by financing activities		87,530				7,500
Proceeds from convertible note			32,500				(111,015)
Net increase (decrease) in cash		-				959
Related party advances (repayments)			(5,900)				44,955
Cash at beginning of period		-				2,048
Proceeds from stock issuances			39,990				111,015
Cash at end of period	$	-			$	3,007
Net cash provided by financing activities			66,590				44,955
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING & FINANCING ACTIVITIES	:
Increase (decrease) in cash			(2,048	)			400
Original Issue Discount – convertible debt	$	86,100			$	-
Cash at beginning of period			2,048				--
Cash at end of period		$	--			$	400
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of related party debt		$	--			$	472,595
Settlement of affiliate balance with common stock and/or warrants			98,646				26,000
Forgiveness of accrued compensation			--				112,500
Issuance of subscription note receivable for common stock and/or warrants			99,573				225,000
Repurchase of common stock with convertible debentures/derivate			--				338,008

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

GS ENVIROSERVICES, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 ~~DESCRIPTION~~BASIS OF ~~BUSINESS~~PRESENTATION AND ~~BASIS~~DESCRIPTION OF ~~PRESENTATION~~BUSINESS

~~The~~GS EnviroServices, Inc. (“we,” “our,” “us,” “GSEN,” or the “Company”) is a clean energy ~~& sustainability~~ technology, ~~technology~~and sustainable project development ~~and media~~ company. Our operations consist of research and development activities involving proprietary technology that we have licensed~~, as well as green technology acquisition and development and online news & directory publishing in the industry~~. Our technology development model involves the early-stage development and intellectual property protection of our technologies with a view towards generating revenue through technology licensing of successfully developed clean energy technologies. Our online news business involves publishing research and editorial content relevant to regional green issues, and a directory of green businesses that sell into the target market. Content categories include technology, products, services, politics, etc.

The balance sheet at December 31, ~~2012~~2013 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013.

NOTE 2 GOING CONCERN

The accompanying financial statements referred to above have been prepared assuming that the ~~Company~~company will continue as a going concern. The Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to raise capital will depend on our success in obtaining financing and our success in developing revenue sources.

NOTE 23 ~~CRITICAL~~SUMMARY ~~ACCOUNTING~~OF ~~POLICIES~~SIGNIFICANT ~~AND~~ACCOUNTING ~~ESTIMATES~~POLICIES

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.

BASIC AND DILUTED EARNINGS PER SHARE (“EPS”)

Basic (loss) earnings per share is computed by dividing net income by the weighted average common shares outstanding during a period. Diluted (loss) earnings per share is based on the treasury stock method and includes the effect from potential issuance of common stock assuming the exercise of all stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. Potentially future dilutive shares at September 30, 2013 are 41,743,800 shares from the conversions of outstanding common stock warrants, 1,590,000,000 shares (based on conversion price at September 30, 2013) from conversion of the convertible debenture (see Note 3, Convertible Debenture, below), and 1,625,000 shares (based on conversion price at September 30, 2013) from conversions of the convertible promissory note issued on April 29, 2013 (see Note 4, Convertible Promissory Note, below).

EVALUATION OF LONG LIVED ASSETS

Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. Acquired intangible assets with finite lives are amortized over the life of the underlying asset.

5INCOME TAXES

GSThe ~~ENVIROSERVICES,~~Company ~~INC~~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.

~~NOTES~~USE TOOF ~~FINANCIAL STATEMENTS (UNAUDITED)~~ESTIMATES

~~NOTE~~The 2preparation ~~CRITICAL~~of ~~ACCOUNTING~~financial ~~POLICIES~~statements ~~AND~~in ~~ESTIMATES~~conformity ~~(continued)~~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.

In October 2012, the Company acquired intangible assets from an individual, including the sandiegolovesgreen.com and americalovesgreen.com domain names, archived website content, and leads and sponsor lists. As consideration for the purchase of these assets, the Company paid $3,000 in cash and 500,000 shares of its common stock. The shares of stock were valued at $0.02 per share, which was the market price of its common stock on the commitment date, and had not been issued as of September 30, 2013. As additional contingent consideration for the assets, the Company shall pay 7% of the gross profit earned from the operation of the website under the domain name sandiegolovesgreen.com within 30 days of each calendar quarter. The Company allocated value to the domain names at $3,000 and to the software content at $10,000. During 2012, the Company determined that the website content would require substantial modification and upgrade to be operational, and therefore recognized an impairment of $10,000 in operating expenses on the Statement of Operations for the year ended 2012. The domain names were estimated to have a three year life, and are being amortized over that period.6

~~The~~FAIR ~~Company’s~~VALUE ~~intangible~~OF ~~asset~~FINANCIAL ~~consisted of the following:~~INSTRUMENTS

	September 30, 2013
Domain names	$	3,000
Less accumulated amortization		(1,444	)
Total	$	1,556

The carrying amounts reported in the balance sheets as of March 31, 2014 and December 31, 2013 for cash equivalents and accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable, notes receivable, and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.

~~Amortization~~FAIR ~~expense~~VALUE ~~was $250 and $0 for the three months ended September 30, 2013 and 2012, respectively, and $750 and $0 for the nine months ended September 30, 2013 and 2012, respectively.~~MEASUREMENTS

FAIR VALUE MEASUREMENTS AND DISCLOSURES

The Company adopted ASC 820, Fair Value Measurements and Disclosures. This topic defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In January 2010, the FASB issued an update to ASC 820, which requires additional disclosures about inputs into valuation techniques, disclosures about significant transfers into or out of Levels 1 and 2, and disaggregation of purchases, sales, issuances, and settlements in the Level 3 rollforward disclosure. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives

Level 2	inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges

Level 3	unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models

The following table presents the embedded derivative ~~liabilities~~, the Company’s only financial asset or liability measured and recorded at fair value on the Company’s Balance Sheet on a recurring basis and its level within the fair value hierarchy during the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, ~~2013~~2014:

Embedded conversion liabilities as of September 30, 2013:
Embedded conversion liabilities as of March 31, 2014:
Level 1	$	--
Level 2		--
Level 3		~~593~~1,~~050~~345,821
Total	$	~~593~~1,~~050~~345,821

6The following table reconciles, for the quarter ended March 31, 2014 and the year ended December 31, 2013 the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements:

GS ENVIROSERVICES, INC.

Balance of embedded conversion liability at December 31, 2012	$	497,111
Present value of beneficial conversion feature of new debentures		56,259
Adjustments to fair value of conversion feature		746,425
Reduction in fair value due to principal conversions		(14,425	)
Balance of embedded conversion liability at December 31, 2013		1,285,370
Present value of beneficial conversion feature of new debentures		40,492
Adjustments to fair value of conversion feature		19,959
Reduction in fair value due to principal conversions		-
Balance at March 31, 2014	$	1,345,821

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

The following table reconciles, for the nine months ended September 30, 2013, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements:

Balance of embedded derivatives at December 31, 2012		497,111
Recognition of new conversion feature at fair value		39,486
Changes in fair value during period		56,453
Balance at September 30, 2013	$	593,050

NOTE 3 CONVERTIBLE DEBENTURE

During the year ended December 31, 2011, the Company was party to a 2009 convertible debenture (the “Exchange Debenture”) with a former chief executive officer in the original principal amount of $240,000. Interest was payable under the Exchange Debenture at 12% per annum in cash or in shares of Company common stock. The holder could convert the principal amount and accrued interest due under the Exchange Debenture into common stock at a conversion price equal to 90% of the lowest closing market price during the 20 trading days preceding conversion. The Company determined that the conversion feature of the Exchange Debenture met the criteria of Financial Accounting Standards Codification (“ASC”) 480-10-25-14 to be recorded as a liability as it could result in the note being converted into a variable number of shares. At the commitment date, the Company determined the value of the Exchange Debenture to be an aggregate $264,827, which represented the face value of $240,000 plus the present value of the liability for the conversion features of $24,827. The Company recorded the $24,827 to interest expense at the commitment dates of the Exchange Debenture. The difference between the fair value of the conversion feature and the present value was accreted through interest expense. Effective April 14, 2012, the Company issued 7,968,540 restricted shares of Company common stock to the holder of the 2009 convertible debenture in full satisfaction of any and all amounts due from the Company to the holder.

Effective July 31, 2012, Viridis Capital, LLC (“Viridis”), an entity owned by the individual who was our chief executive officer at that time, entered into an agreement with 11235 Factor Fund, LLC (“Factor”) pursuant to which Factor purchased 91,426,406 shares of Company common stock. Factor then assigned 100% of its interest in those shares to the Company in exchange for $275,000 in convertible debentures (the “Factor Debenture”). Factor was 100% owned by Viridis at the time of this transaction but was beneficially owned by an unaffiliated third party at September 30, 2013.

The Factor Debenture bears interest at the rate of 20% per annum and permitted conversion into the Company’s common stock. The Company determined that the conversion feature of the Factor Debenture met the criteria of ASC 480-10-25-14 to be recorded as a liability as it could result in the note being converted into a variable number of shares. At the commitment date, the Company determined the value of the Factor Debenture to be an aggregate of $338,008, which represented the face value of $275,000 plus the present value of the liability for the conversion features of $63,008. On December 15, 2012, the terms for the conversion price underlying the Factor Debenture were automatically modified due to the fact that the Factor Debenture was not fully paid on or before that date. The modified conversion price equals the lesser of (1) $0.01 per share, (2) the lowest price per share paid by any purchaser of Company securities, or (3) 50% of the lowest volume weighted average closing bid price (“VWAP”) for the Company common stock for the 90 trading days preceding conversion; provided, however, that Factor cannot convert the Factor Debenture into shares that would result in the holder or its affiliates owning in excess of 4.99% of the Company’s outstanding common shares. The Company determined that the modified conversion feature of the Factor Debenture met the criteria for recognition under ASC 815-15, Embedded Derivatives, whereby the fair value of the embedded derivative was bifurcated from the host contract. The fair value of the derivative liability was determined utilizing a probability-weighted Black-Scholes valuation model and the following assumptions: expected life – six months; volatility (669%); risk-free rate (0.9%); dividends (none). The Company estimated the probability of the lowest conversion price to be at 85% for the first alternative conversion price above, 10% for second alternative conversion price, and 5% for third alternative conversion price, and determined the initial fair value of the derivative liability to be $514,283, with $159,000 recognized as a debt discount. In the event of default that is not cured, the conversion price of the Factor Debenture would be automatically reduced to $0.0001 per share. The maturity date of the Factor Debenture was June 30, 2013 (refer to Item 3 below for further discussion). If the debenture is not fully paid by the maturity date, the conversion price would be automatically and permanently amended to the lesser of $0.0001 per share or 50% of the VWAP for the 90 days preceding conversion. The Company and the Company’s majority shareholder, GreenSource Corporation, have granted Factor a first priority security interest in and to all of the Company’s and GreenSource’s assets, including 65,000,000 Company common shares beneficially owned by GreenSource, to secure the Company’s repayment and other obligations under the Factor Debenture and the documents executed in connection therewith. The Company and Factor entered into a forbearance agreement in December 2012 in respect of a stated event of default under the Factor Debenture, and pursuant to which the Company agreed to issue Factor 7,283,787 common shares at $0.0001 per share.

GSThe ~~ENVIROSERVICES~~fair value of the conversion features are calculated at the time of issuance and the Company records a conversion liability for the calculated value. The Company recognizes interest expense for the conversion liability which is added to the principal of the debenture. The Company also recognizes interest expense for accretion of the conversion liability to fair value over the term of the note. The Company has adopted ASC 480, ~~INC~~Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.

~~NOTES~~The TOCompany’s ~~FINANCIAL~~valuation ~~STATEMENTS~~measurements as noted above are Level 3 measurements. The unobservable inputs used by the Company included inputs to a Black-Scholes pricing model (~~UNAUDITED~~estimated volatility, expected lives of conversion features) , and an estimated valuation of the fully-diluted common stock per share (see Note 7, Convertible Debenture). These estimates of the common stock value are based on numerous factors, including the average closing price and the standard deviation of the closing price. Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimated valuation of a fully-diluted common share (see Note 7, Convertible Debenture). A significant increase (decrease) in the Company’s estimated valuation of the common stock would result in a higher (lower) fair value measurement.

~~NOTE 3 CONVERTIBLE DEBENTURE (continued)~~LIMITATIONS

OnFair ~~April~~value ~~14,~~estimates ~~2013,~~are ~~the~~made ~~Company~~at ~~and~~a ~~Factor~~specific ~~entered~~point ~~into an amended forbearance agreement~~ in ~~respect of a stated event of default under certain debentures issued by the Company to Factor~~time, ~~and~~based ~~pursuant~~on torelevant ~~which~~market ~~the~~information ~~Company~~ and ~~Factor~~information ~~agreed~~about ~~(a) to amend~~ the ~~securities~~financial ~~purchase~~statement. ~~agreement~~These ~~executed~~estimates byare ~~the~~subjective ~~Company~~ in ~~connection~~nature with the debentures issued to Factor to eliminate a requirement to issue shares to the Company's former chief executive officer; (b) to extend the time for the Company to comply with its December 2012 forbearance agreement with Factor until April 30, 2013; and ~~(c),~~involve touncertainties give Factor the right to convert an $1,800 portion of the interest due to Factor at a fixed rate of $0.0001 in accordance with the default provisions of the debentures issued to Factor. The April 14, 2013 amended forbearance agreement also provided for the forfeiture and ~~waiver~~matters of ~~the~~significant ~~Company's~~judgment ~~former chief executive officer's right to receive any~~ and ~~all~~therefore ~~compensation~~cannot ~~for~~be ~~services~~determined ~~rendered~~with ~~prior to December 31, 2012~~precision. OnChanges ~~May~~in ~~14,~~assumptions ~~2013,~~could ~~the~~significantly ~~Company~~affect ~~and Factor entered into a letter agreement pursuant to which Factor agreed to extend~~ the ~~time for the Company to comply with its December 2012 forbearance agreement with Factor until May 31, 2013~~estimates.

~~Under~~CASH ~~the~~AND ~~terms~~CASH of the Factor Debenture, since the debenture was not fully paid by the maturity date, the conversion price was automatically and permanently amended to the lesser of $0.0001 per share or 50% of the VWAP for the 90 days preceding conversion. On September 9, 2013 Factor declared the Company in default under the terms of the Factor Debenture. The Company recognized a loss of $164,665 and $62,524, respectively, from the increase in value of the underlying conversion feature for the three and nine months ended September 30, 2013. The increase in value was derived through an estimate of the probability that the Factor Debenture may be converted at par value, pursuant to the terms of the Factor Debenture, and was capped at an estimated maximum valuation based on the then current market capitalization assuming an estimated value per common share of $0.005.EQUIVALENTS

~~The~~For ~~value~~purposes of ~~the~~balance ~~Factor~~sheet ~~Debenture~~classification atand ~~September~~the ~~30,~~statements ~~2013~~of ~~was~~cash ~~$718~~flows,~~635,~~ ~~which~~the ~~represented~~Company ~~the~~considers ~~face~~all ~~value~~highly ofliquid ~~$159,000~~investments ~~plus~~purchased ~~the~~with ~~present~~an ~~value~~original maturity of ~~the~~three ~~liability~~months ~~for~~or ~~the~~less ~~conversion~~to ~~features~~be ofcash ~~$559,635~~equivalents.

OnBASIC ~~October~~AND ~~29,~~DILUTED ~~2013~~EARNINGS ~~the~~PER ~~Company,~~SHARE Factor and GreenSource Corporation entered into a forbearance agreement pursuant to which Factor converted $25,000 of accrued interest into 250,000,000 shares of common stock. In connection with the October 2013 forbearance agreement, the Company’s board of directors resigned and were replaced by a nominee of Factor, who also now serves as the sole officer of the Company.(“EPS”)

~~NOTE~~Basic 4(loss) ~~CONVERTIBLE~~earnings ~~PROMISSORY~~per ~~NOTE~~share is computed by dividing net income by the weighted average common shares outstanding during a period. Diluted (loss) earnings per share is based on the treasury stock method and includes the effect from potential issuance of common stock assuming the exercise of all stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. Potentially future dilutive shares at March 31, 2014 are 28,142,518 shares from the conversions of outstanding common stock warrants, 1,590,000,000 shares (based on conversion price at March 31, 2014) from conversion of the convertible debenture issued by 11235 Factor Fund LLC (see Note 5, Convertible Debenture, below), 3,295,455 shares (based on conversion price at March 31, 2014) from conversions of the convertible promissory note issued on April 29, 2013 (see Note 6, Convertible Promissory Note, below) and 5,446,135 shares (based on conversion price at March 31, 2014) from conversion of the convertible debenture issued by Flux Carbon Starter Fund, LLC (see Note 5, Convertible Debenture, below).

OnSTOCK ~~April~~BASED 29, 2013, the Company entered into a convertible promissory note (the “Note”) with Asher Enterprises (“Holder”) for $32,500 due on January 31, 2014 (“maturity date”). The Note accrues interest of 8% per annum through the maturity date. If the Note is not paid in full by the maturity date, the interest rate will increase to 22% per annum from the maturity date. The Holder of the Note shall have the right, at any time during the period beginning on the date which is one hundred eighty days from the date of the Note, to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price defined as 50% of the average of the lowest three trading prices for the Common Stock during the fifteen trading day period ending on the trading day prior to the conversion date. In the event the Company (a) makes a public announcement that it intends to consolidate or merge with any other corporation or sell or transfer all or substantially all of the assets of the Company or (b) any person, group or entity publicly announces a tender offer to purchase 50% or more of the Company’s Common Stock, then the conversion price shall be equal to the lower of the conversion price which would have been applicable for a conversion occurring on the announcement date and the conversion price that would otherwise be in effect. The conversion feature has been accounted for at fair value as a derivative in accordance with ASC 815 which requires it to be accounted for a liability. The fair value of the derivative liability was determined utilizing a Black-Scholes valuation model and the following assumptions: expected life – ten months; volatility (184%); risk-free rate (0.12%); dividends (none). The debt discount of $32,500 was recorded as of the agreement date and is being amortized over the life of the agreement. The amortization expense recorded for the three and nine months ended September 30, 2013 relating to this convertible note was $10,834 and $18,056, respectively.COMPENSATION

The Company accounts for stock based compensation in accordance with Financial Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. The Company accounts for stock issued for services to non-employees by reference to the fair market value of the Company's stock on the date of issuance as it is the more readily determinable value.

GSDEFERRED ~~ENVIROSERVICES,~~FINANCING ~~INC.~~CHARGES AND DEBT DISCOUNTS

~~NOTES~~Deferred TOfinance ~~FINANCIAL~~costs ~~STATEMENTS~~represent ~~(UNAUDITED)~~ costs which may include direct costs incurred to third parties in order to obtain long-term financing and have been reflected as other assets. Costs incurred with parties who are providing the actual long-term financing, which generally include the value of warrants, or the intrinsic value of beneficial conversion features associated with the underlying debt, are reflected as a debt discount. These costs and discounts are generally amortized over the life of the related debt. During the quarters ended March 31, 2014 and 2013, the Company recorded amortization of the note discounts in the amount of $0 and $62,714, respectively.

NOTE 54 ~~COMMITMENTS~~FINANCING ~~AND CONTINGENCIES~~ARRANGEMENTS

~~Effective~~The ~~September~~following ~~30,~~is ~~2012, the Company entered into~~ a ~~license~~summary ~~agreement~~of ~~with FLUX Photon Corporation (“Licensor”), pursuant to which Licensor granted~~ the Company ~~a non-exclusive license to use and practice the Licensor~~’s ~~technologies~~financing inarrangements ~~residential~~as ~~and~~of ~~commercial~~March ~~roof-top applications in North America. The license agreement requires the Company to build a commercial prototype based on the licensed technologies on or before June 30~~31, 2014, and ~~to commence commercial sales with the licensed technologies on or before~~ December 31, 2015. The license agreement further provides for a royalty fee of 10% of the Company’s gross sales involving the licensed technologies, and requires the Company to pay Licensor a minimum of $25,000 in cash per calendar quarter commencing January 1, 2013 for research and development services conducted by Licensor’s staff (which amount is payable to Licensor, at its sole option, in the form of Company common stock or other securities). The Company accrued $25,000 and $75,000, respectively, in research costs due to the Licensor for the three and nine months ended September 30, 2013. The Company and Licensor have entered into discussions regarding execution of an amended license agreement to provide for exclusivity and an expansion of the licensed rights.:

In October 2012, the Company acquired intangible assets from an individual, including the sandiegolovesgreen.com and americalovesgreen.com domain names, archived website content, and leads and sponsor lists. As consideration for the purchase of these assets, the Company paid $3,000 in cash and 500,000 shares of its common stock. The shares of stock were valued at $0.02 per share, which was the market price of its common stock on the commitment date. As additional contingent consideration for the assets, the Company shall pay 7% of the gross profit earned from the operation of the website under the domain name sandiegolovesgreen.com within 30 days of each calendar quarter. The Company allocated value to the domain names at $3,000 and to the software content at $10,000. During 2012, the Company determined that the website content would require substantial modification and upgrade to be operational, and therefore recognized an impairment of $10,000 in operating expenses on the Statement of Operations for the year ended 2012. The domain names were estimated to have a three year life, and are being amortized over that period. As a part of this transaction, the Company entered into a consulting agreement with the former owner of the websites acquired. The agreement is for $2,000 per month, has no set term and may be cancelled by either party with three weeks’ notice. The consulting agreement was cancelled by the Company in August 2013.

	3/31/2014		12/31/2013

Current portion of convertible debenture:
Current portion of convertible debenture to 11235 Factor Fund	$	189,000	$	189,000
Total current portion of convertible debenture		189,000		189,000

Current portion of convertible promissory note:
Convertible promissory note to Asher Enterprises		36,750		36,750
Total current portion of convertible promissory note	$	36,750	$	36,750

Long term portion of convertible debenture:
Convertible debenture to Flux Carbon Starter Fund		172,200		-
Total long term portion of convertible debenture	$	172,200	$	-

NOTE 65 ~~RELATED~~CONVERTIBLE ~~PARTY TRANSACTIONS~~DEBENTURE

OnThe ~~April 13, 2012, the~~ Company’s ~~former~~has ~~chairman,~~a ~~Kevin~~secured ~~Kreisler,~~convertible ~~provided~~debenture ~~$26,000~~with in11235 ~~cash~~Factor toFund ~~the~~LLC Company for working capital purposes. Effective April 16, 2012, the Company and Mr. Kreisler entered into an agreement pursuant to which Mr. Kreisler agreed to eliminate and waive his right to receive 194,118 shares of the Company’s Series A Preferred Stock (“~~Series A Shares~~Factor”); towith ~~waive~~a ~~$112,500~~face invalue ~~accrued compensation payable for services rendered as~~ of ~~April 16, 2012; and, to contribute 1,000,000 Series A Shares beneficially owned by Mr. Kreisler and the~~ $26189,000 ~~provided to the Company by Mr~~. The ~~Kreisler~~Factor onDebenture ~~April~~is ~~13,~~convertible ~~2012~~into ~~in exchange for 83,457,866 restricted Company~~ common ~~shares.~~stock ~~Effective~~of ~~April 16, 2012,~~ the Company ~~and~~at ~~its~~a ~~former~~rate ~~Controller~~equal ~~entered into an agreement pursuant~~ to ~~which~~ the ~~controller~~lesser ~~agreed~~of to$0.0001 ~~waive~~per ~~all~~share ~~accrued~~or ~~compensation~~50% ~~due~~of ~~from~~ the ~~Company~~VWAP infor ~~excess~~the of90 ~~$12,500,~~days ~~which~~preceding ~~amount shall remain due and payable by the Company~~conversion.

~~Effective~~The ~~July~~value 31, 2012, Viridis Capital, LLC (“Viridis”), an entity owned by our former chief executive officer, entered into an agreement with 11235 Factor Fund, LLC (“Factor”) pursuant to which Factor agreed to purchase 91,426,406 shares of ~~Company~~the ~~common stock in exchange for securities held in an unaffiliated entity.~~ Factor ~~then assigned 100% of its interest in those shares to the Company in exchange for $275,000 in convertible debentures (see Note 3, Convertible~~ Debenture, ~~above). Factor was 100% owned by Viridis~~ at ~~the~~March ~~time of this transaction but was beneficially owned by an unaffiliated third party at December~~ 31, ~~2012.~~2014 Onwas ~~July 31~~$1, ~~2012~~446,454, ~~Kevin~~which ~~Kreisler,~~represented the ~~then-current~~face ~~sole~~value ~~member~~ of ~~our Board of Directors~~$189,000 ~~elected~~plus ~~Tad Simmons,~~ the ~~chief~~fair ~~executive~~value ~~officer and majority shareholder~~ of ~~GreenSource~~the ~~Corporation~~liability ~~(“GreenSource”),~~for tothe ~~also~~conversion ~~serve~~features ~~as a member~~ of ~~the Board~~$1,257,454. The ~~Board~~Company ~~then~~recognized ~~elected~~a ~~Mr.~~loss ~~Simmons~~of to$748 ~~serve~~for as the ~~chief~~quarter ~~executive~~ended ~~officer~~March ~~and~~31, ~~chief~~2014 ~~financial~~from ~~officer for~~ the ~~Company~~change ~~effective~~in asfair value of ~~August~~the ~~17,~~underlying ~~2012.~~conversion ~~Mr.~~feature ~~Kreisler~~for ~~simultaneously submitted his resignation from~~ the ~~Board~~period.

On ~~August~~January 1715, ~~2012~~2014, the Company entered into a securities purchase agreement (the “SPA”) with ~~GreenSource~~Flux ~~pursuant~~Carbon toStarter ~~which~~Fund, ~~the~~LLC ~~Company~~(“Flux”). Flux ~~agreed~~is toowned ~~sell~~by ~~65,000,000~~a ~~restricted~~business ~~shares~~associate of ~~its~~Kevin ~~common~~Kreisler, ~~stock~~who tois ~~GreenSource~~a incontrol ~~exchange~~person ~~for~~with ~~$250,000,~~respect ~~payable~~to in the ~~form~~majority shareholder of ~~$25,000~~the inCompany. ~~cash~~The ~~and~~SPA aprovides ~~$225,000~~that ~~promissory~~Flux ~~note.~~shall ~~The~~purchase ~~promissory~~certain ~~note~~debentures is(the ~~due~~“Debenture(s)”) infrom ~~full~~the Company on ora ~~before~~quarterly ~~December~~basis 15in exchange for cash paid to the Company, ~~2012~~or ~~and~~on ~~bears~~behalf ~~interest~~of atthe ~~six~~Company, ~~percent~~to Core Strategic Services, LLC (6%“CSS”), ~~per~~in ~~annum.~~connection ~~Had~~with the ~~note~~Company’s ~~been~~payment ~~paid~~obligations inunder ~~full~~that oncertain orMaster ~~before~~Professional ~~September~~Services ~~30,~~Agreement ~~2012~~dated January 1, ~~interest~~2014 ~~charges~~by ~~would~~and ~~have~~among ~~been~~the ~~waived~~Company and CSS. The ~~GreenSource~~balance ~~had~~of the ~~option~~Debentures shall be calculated in each case equal to ~~prepay~~two (2) times the ~~note~~cash inpaid ~~full~~by ~~for~~Flux, ~~$200~~with the remainder treated as original issue discount. Jeffrey Hickman,~~000~~ ifwho ~~paid~~is inthe ~~full~~CEO onand orsole ~~before~~director ~~October~~of 30the Company, ~~2012~~is an employee of CSS.

On March 31, 2014, the Company issued a Debenture to Flux in the amount of $172,200 (the “March 2014 Debenture”) with a maturity date of December 31, 2015. The March 2014 Debenture accrues interest at a rate of 20% per annum through the maturity date. The holder of the March 2014 Debenture shall have the right to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock of the Company at a conversion price defined as the lowest volume weighted average closing market price for the Common Stock for the 90 trading days preceding conversion as posted on the OTCQB or on such US National Exchange upon which the Company may be listed. In connection with the March 2014 Debenture, the Company recognized an original issuance discount of $86,100, which will be amortized over the life of the March 2014 Debenture.

GSThe ~~ENVIROSERVICES~~value of the Flux Debenture at March 31, ~~INC~~2014 was $212,692, which represented the face value of $172,200 plus the fair value of the liability for the conversion features of $40,492. The fair value of the derivative liability was determined utilizing a Black-Scholes valuation model and the following range of assumptions during 2014: expected life - three to fourth months; volatility (231.93%); risk-free rate (0.07%); dividends (none). The Company recognized expense of $40,492 for the quarter ended March 31, 2014 for the initial cost of the underlying conversion feature for the period.

~~NOTES~~NOTE TO6 ~~FINANCIAL~~CONVERTIBLE ~~STATEMENTS~~PROMISSORY ~~(UNAUDITED)~~NOTE

~~NOTE~~On 6April ~~RELATED~~29, ~~PARTY~~2013, ~~TRANSACTIONS~~the Company entered into a convertible promissory note (~~continued~~the “Note”) with Asher Enterprises (“Holder”) for $32,500 due on January 31, 2014 (“maturity date”). The Note accrues interest of 8% per annum through the maturity date. If the Note is not paid in full by the maturity date, the interest rate will increase to 22% per annum from the maturity date. The Holder of the Note shall have the right, at any time during the period beginning on the date which is one hundred eighty days from the date of the Note, to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price defined as 50% of the average of the lowest three trading prices for the Common Stock during the fifteen trading day period ending on the trading day prior to the conversion date. In the event the Company (a) makes a public announcement that it intends to consolidate or merge with any other corporation or sell or transfer all or substantially all of the assets of the Company or (b) any person, group or entity publicly announces a tender offer to purchase 50% or more of the Company’s Common Stock, then the conversion price shall be equal to the lower of the conversion price which would have been applicable for a conversion occurring on the announcement date and the conversion price that would otherwise be in effect. The conversion feature has been accounted for at fair value as a derivative in accordance with ASC 815 which requires it to be accounted for a liability.

OnThe ~~April~~value ~~14,~~of ~~2013,~~ the ~~Company~~Note ~~and~~at ~~Factor~~March ~~entered~~31, ~~into~~2014 anwas ~~amended~~$84,625, ~~forbearance~~which ~~agreement~~represented inthe ~~respect~~face ofvalue ~~a stated event~~ of ~~default~~$36,750 ~~under~~plus ~~certain debentures issued by~~ the ~~Company~~fair tovalue ~~Factor,~~of ~~and pursuant to which~~ the ~~Company~~liability ~~and~~for ~~Factor agreed (a) to amend~~ the ~~securities~~conversion ~~purchase~~features ~~agreement~~of ~~executed~~$47,875. byThe ~~the~~fair ~~Company~~value inof ~~connection with~~ the ~~debentures~~derivative ~~issued~~liability towas ~~Factor~~determined toutilizing ~~eliminate~~ a ~~requirement~~Black-Scholes tovaluation ~~issue~~model ~~shares~~and to the ~~Company’s~~following ~~former~~range ~~chief~~of ~~executive~~assumptions ~~officer;~~during ~~(b)~~2014: toexpected ~~extend~~life ~~the~~– ~~time~~three ~~for the Company~~ to ~~comply~~four ~~with its December 2012 forbearance agreement with Factor until April 30, 2013~~months; ~~and~~volatility (c265.48%),; torisk-free ~~give Factor the right to convert an $1,800 portion of the interest due to Factor at a fixed~~ rate ~~of $~~(0.~~0001~~07%); individends ~~accordance with the default provisions of the debentures issued to Factor~~(none). The ~~April~~Company ~~14,~~recognized ~~2013,~~a ~~amended~~loss ~~forbearance~~of ~~agreement~~$19,211 ~~also provided~~ for the ~~forfeiture~~quarter ~~and~~ended ~~waiver~~March ~~of the Company’s former chief executive officer’s right to receive any and all compensation for services rendered prior to December~~ 31, ~~2012. In~~2014 ~~connection~~from ~~with~~ the ~~amended~~change ~~forbearance~~in ~~agreement,~~fair ~~the~~value ~~company~~of shall file and make effective a registration statement for 5,000,000 common shares on or before September 30, 2013 which shares shall be issued to James Sonageri c/o Sonageri & Fallon, LLC, for services rendered prior to August 17, 2012. On May 14, 2013, the ~~Company~~underlying ~~and~~conversion ~~Factor~~feature ~~entered into a letter agreement pursuant to which Factor agreed to extend the time~~ for the ~~Company to comply with its December 2012 forbearance agreement with Factor until May 31, 2013~~period.

OnNOTE ~~August~~7 ~~12,~~COMMITMENTS ~~2013~~AND the Company issued a total of 11,000,000 shares of common stock to the five members of its board of directors. The shares were valued at $.005 per share (a total of $55,000) which was determined to be the fair value of the common stock on that date.CONTINGENCIES

OnEffective September 630, ~~2013~~2012, the Company ~~sold~~entered 19into a license agreement with FLUX Photon Corporation (“Licensor”),~~821~~ pursuant to which Licensor granted the Company a non-exclusive license to use and practice the Licensor’s technologies in residential and commercial roof-top applications in North America. The license agreement requires the Company to build a commercial prototype based on the licensed technologies on or before June 30,~~900~~ ~~shares~~2014, and to commence commercial sales with the licensed technologies on or before December 31, 2015. The license agreement further provides for a royalty fee of ~~common~~10% ~~stock~~of the Company’s gross sales involving the licensed technologies, and requires the Company to ~~GreenSource~~pay ~~Corporation~~Licensor a minimum of $25,000 in cash per calendar quarter commencing January 1, 2013 for research and development services conducted by Licensor’s staff (which ~~was~~amount ~~its~~is ~~majority~~payable ~~shareholder~~to Licensor, at ~~that~~its ~~time~~sole option, in the form of Company common stock or other securities). The ~~shares~~Company ~~were~~accrued ~~issued~~$25,000 in ~~satisfaction~~research ofcosts ~~$198,219~~due ~~owed~~to bythe Licensor for the quarters ended March 31, 2014 and 2013. The Company and Licensor have entered into discussions regarding execution of an amended license agreement to ~~GreenSource~~provide ~~Corporation~~for exclusivity and an expansion of the licensed rights.

On ~~October~~January 291, ~~2013~~2014, the Company ~~and Factor~~ entered into a ~~letter~~Master ~~agreement~~Professional ~~pursuant~~Services toAgreement ~~which~~(the ~~Factor~~“CSS ~~agreed~~Agreement”) with Core Strategic Services, LLC (“CSS”). Pursuant to ~~forbear~~the ~~from~~CSS ~~exercising~~Agreement, ~~its~~CSS ~~rights~~shall ~~arising~~provide asthe aCompany ~~result~~with ofadministrative ~~continuing~~services, ~~defaults~~business ~~under~~planning ~~the~~and ~~prior~~consulting, ~~agreements~~and corporate services. ~~Pursuant~~The toCSS ~~the~~Agreement ~~forbearance~~requires ~~agreement,~~the ~~Factor~~Company ~~converted~~to ~~$25,000~~pay ofto ~~accrued~~CSS ~~interest~~a ~~into~~fee ~~250~~of $45,000~~,000~~ ~~shares~~per month in advance of ~~common~~each ~~stock~~month. The InCSS ~~addition,~~Agreement ~~the~~has ~~Company’s~~a ~~board~~term of ~~directors~~one ~~resigned~~(1) year and ~~were~~is ~~replaced~~automatically byrenewed ~~Jeff~~unless ~~Hickman,~~cancelled aprior. ~~nominee~~Jeffrey ~~of Factor~~Hickman, who ~~also~~is ~~now~~the ~~serves~~CEO asand ~~the~~ sole ~~officer~~director of the Company, is an employee of CSS.

NOTE 7 COMMON STOCK ISSUANCES

During May and June 2013 the Company sold a total of 1,000,000 shares of common stock and 1,000,000 common stock purchase warrants to three unrelated individuals in a private offering. The purchase price for each share with accompanying warrant was $0.02. The warrants are exercisable at $0.12 per common share and shall become effective six months after, and shall remain effective three years after the date of each subscription agreement.

In July 2013, the Company received a subscription for 500,000 shares of common stock and 500,000 common stock purchase warrants from an individual. The proceeds of this subscription of $10,000 have been classified as common stock subscribed as of September 30, 2013, as the shares have not yet been issued.

During August 2013 the Company sold a total of 500,000 shares of common stock and 500,000 common stock purchase warrants to one individual in a private offering. The purchase price for each share with accompanying warrant was $0.02, i.e. a total purchase price of $10,000. The warrants are exercisable at $0.12 per common share and shall become effective six months after, and shall remain effective three years after the date of each subscription agreement.

On August 12, 2013 the Company issued a total of 11,000,000 shares of common stock to the five members of its board of directors. The shares were valued at $.005 per share (a total of $55,000) which the Board estimated to be the fair value of the common stock on that date.

On September 6, 2013, under certain subscription and exchange agreements between the Company, GreenSource Corporation, and third party subscribers, the Company sold 19,821,900 units at $0.01 per unit, with each unit consisting of one share of common stock and one each of Series A and Series B warrants. The Series A warrants may be exercised by the third party subscribers at $0.02 per share for three years from date of issuance, and the Series B warrants may be exercised by the third party subscribers at $0.04 per share for the three years from date of issuance. GreenSource Corporation was the Company’s majority shareholder at that time. The shares and warrants were issued in satisfaction of $98,646 owed by the Company to GreenSource Corporation, with the remaining subscription proceeds receivable of $99,573 added to the Note Receivable-Shareholder due from GreenSource Corporation.

On September 6, 2013 the Company issued a total of 6,000,000 shares of common stock to three individuals who were serving as advisors to the board of directors. The shares were valued at $.005 per share (a total of $30,000) which the Board estimated to be the fair value of the common stock on that date.

NOTE 8

SUBSEQUENT EVENTS

On April 1, 2014, 11235 Factor Fund LLC assigned a portion of its Convertible Debenture to Forge Capital LLC, an entity owned by a relative of Kevin Kreisler, who is a control person with respect to 11235 Factor Fund LLC, the majority shareholder of the Company. The total balance of the Convertible Debenture at March 31, 2014 was $222,554, including principal and interest, and the Convertible Debenture was in default. 11235 Factor Fund assigned $172,554 to Forge Capital LLC on April 1, 2014. The Company issued an amended and restated debenture to Forge Capital on April 1, 2014 with a principal balance of $172,554 and issued an amended and restated debenture to 11235 Factor Fund LLC with a principal balance of $50,000. Both amended and restated debentures have the same terms as the prior 11235 Factor Fund LLC convertible debenture, except that the maturity date on both has been extended to December 31, 2015.

On June 30, 2014, the Company issued a Debenture to Flux Carbon Starter Fund LLC (“Flux”) in the amount of $325,169 (the “June 2014 Debenture”) with a maturity date of December 31, 2015. The March 2014 Debenture accrues interest at a rate of 20% per annum through the maturity date. The holder of the June 2014 Debenture shall have the right to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock of the Company at a conversion price defined as the lowest volume weighted average closing market price for the Common Stock for the 90 trading days preceding conversion as posted on the OTCQB or on such US National Exchange upon which the Company may be listed.

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS

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 Section 1A: “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013. 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 GS EnviroServices, Inc. files from time to time with the Securities and Exchange Commission (the "SEC").

GS EnviroServices, Inc. (“we”, “our”, “us”, “~~EnviroServices~~GSEN”, or the “Company”) is a clean energy technology ~~and sustainable project~~ development company. Our operations consist of research and development activities involving proprietary technology that we have licensed, asfrom ~~well~~FLUX asPhoton ~~sustainable~~Corporation ~~project acquisition and development~~(“FPC”). Our technology development model involves the ~~early-stage~~ development and ~~intellectual property~~ protection of our technologies with a view towards generating revenue through ~~technology~~ licensing of ~~successfully~~successful ~~developed clean energy~~ technologies.

Our research and development activities primarily ~~involved~~involve novel nanomaterials for use in renewable energy production applications, including catalytic reduction of carbon dioxide and the conversion of light into electricity. In ~~such~~the anformer application, our ~~technology~~technologies is intended to emulate photosynthesis to convert the energy in sunlight, along with water and carbon dioxide, into stored energy in the form of methane or synthesis gas. ~~This~~In ~~application~~the ~~was~~latter successfully demonstrated at low efficiencies in prior bench testing. Our focus during 2012 and 2013 has been to develop this technology further to increase conversion efficiencies for use in existing industrial processes that simultaneously generate waste heat, carbon dioxide and by-products containing hydrogen. However, this technology has additionally recently demonstrated strong potential for use in photovoltaic applications. We believe that, in either application ~~(catalytic or photovoltaic)~~, ~~this~~our ~~technology~~technologies ~~has~~are ~~the~~intended ~~capability of achieving commercially attractive efficiencies based on the development work completed~~ to ~~date.~~convert ~~We believe that~~ the ~~technology~~energy ~~can be cost-effectively scaled for use~~ in ~~residential~~sunlight ~~and~~into ~~commercial photovoltaic applications if we can demonstrate a photoconversion efficiency of 10% or greater~~electricity. ~~Our primary research objective for 2013 is to demonstrate the capabilities of this technology in selected applications.~~

~~Our~~Early-stage ~~project~~prototype ~~development~~devices ~~activities~~based ~~during~~on ~~2012 and 2013 include evaluation of several projects that meet~~ our ~~sustainability~~technologies ~~objectives,~~have ~~including~~successfully ~~projects~~demonstrated ~~that~~low ~~recycle~~conversion ~~tires~~efficiencies ~~and~~in ~~other~~prior ~~waste~~bench ~~products~~testing. ~~into~~We ~~carbon-neutral~~are ~~products~~focused ~~and~~on ~~energy, projects involving~~ the ~~production~~further development of ~~agriproducts~~our ~~from~~nanomaterials ~~organic~~to ~~waste,~~increase ~~industrial~~conversion ~~efficiency and enhanced green construction projects~~efficiencies, and ~~projects~~achieved ~~which~~a ~~capitalize~~targeted onmilestone ~~the~~of ~~favorable~~3% ~~carbon~~light-to-electricity ~~credits~~conversion ~~and~~efficiency ~~other~~during ~~attributes~~2013. ~~including~~Our ~~renewable~~development ~~energy~~activities ~~credits~~are ~~(RECs)~~conducted ~~and~~under ~~energy~~our ~~efficiency~~license ~~credits~~with ~~(EECs).~~FPC, ~~Our~~which ~~sustainability~~allows ~~objectives~~us ~~additionally~~to ~~involve~~use ~~improving~~FPC’s ~~outreach~~laboratory and ~~education,~~research ~~including~~staff ~~through~~on ~~our~~a ~~recently~~cost-sharing ~~acquired www~~basis.~~sandiegolovesgreen.com sustainability news and information portal.~~

~~During~~We ~~2013,~~intend ~~the Company plans~~ to ~~seek~~commence ~~capital,~~fabrication ~~management~~of ~~and~~a ~~other~~commercial ~~resources~~prototype ~~for~~based ~~further~~on ~~development~~our ~~of its~~ technologies ~~and~~after ~~planned~~demonstrating ~~future~~a ~~projects,~~bench-scale ~~with~~light-to-electricity aconversion ~~primary~~efficiency ~~goal~~ of ~~completing~~5%. ~~pilot-scale~~We ~~trials~~believe ~~involving~~that ~~the~~a ~~Company’s~~device ~~technology,~~operating ~~either~~at ~~alone~~this orefficiency ~~with~~will abe ~~suitable~~commercially ~~early-adopter technology partner~~viable. ~~The~~In ~~Company~~addition ~~also~~to ~~plans~~our toresearch ~~continue~~and todevelopment ~~develop~~activities, ~~its~~we ~~online~~are ~~media~~focused ~~business~~on protecting and ~~will~~expanding ~~seek~~our ~~possible~~intellectual ~~acquisition~~properties. ~~targets~~We ~~and~~intend ~~agreements~~to ~~that~~do ~~bring~~so ~~strategic~~through ~~assets,~~patent ~~cash~~filings ~~flows~~and orthe ~~management~~licensing toor ~~the~~acquisition ~~Company~~of instrategically-compatible ~~ways~~technologies that ~~defray~~we ~~the~~believe ~~Company’s~~complement ~~financial~~our existing and ~~technology~~anticipated ~~risk.~~development efforts

During 2014, the Company plans to seek capital, management and other resources for further development of its technologies, with a primary goal of completing pilot-scale trials involving the Company’s technologies, either alone or with a suitable early-adopter technology partner. The Company also plans to continue to seek possible acquisition targets that bring strategic assets, cash flows or management to the Company in ways that defray the Company’s financial and technology risk.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The financial statements included herein have been prepared by the Company, in accordance with ~~Generally~~accounting ~~Accepted~~principles ~~Accounting~~generally ~~Principles~~accepted in the United States of America. This requires the Company’s management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. These estimates and assumptions will also affect the reported amounts of certain revenues and expenses during the reporting period. In the opinion of management, all adjustments which, except as described elsewhere herein are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. Actual results could differ materially based on any changes in the estimates and assumptions that the Company uses in the preparation of its financial statements and any changes in the Company’s future operational plans.

1112

In our preparation of the accompanying consolidated financial statements for the quarter ended March 31 2014, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results. These were: our determination to record a 100% allowance for our deferred tax assets (the determination to record the allowance with respect to our deferred tax assets was based on the uncertainty that we would realize income taxable in the U.S. in future years); and, our determination of the fair value of the derivatives embedded in our outstanding convertible debenture and convertible note (the determination was primarily based on our estimate of the volatility of our common stock, which is highly variable, and the per share value of our common stock on a fully-diluted basis).

RESULTS OF OPERATIONS

General and administrative ~~(“G&A”)~~ expenses for continuing operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014 were $~~358~~135,~~012~~580 as compared to $~~123~~58,~~987~~237 for the ~~corresponding~~same period in ~~2012~~the prior year. The ~~Company~~increase ~~also~~in ~~incurred~~general ~~$80,318~~and administrative expense was due in ~~research~~large part to the addition in consulting and ~~development~~other ~~costs~~corporate ~~during~~expenses as the ~~nine~~Company ~~months~~entered ~~ended~~an ~~September~~agreement 30with CSS (See Note 5, ~~2013~~Convertible Debenture, above). ~~These~~In ~~costs~~addition, ~~were~~research ~~incurred~~and indevelopment ~~connection~~expenses ~~with~~related to the Company’s ongoing technology development efforts~~. Our~~ ~~net~~totaled ~~loss~~approximately $25,000 for both of the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014 ~~was~~and ~~$675~~2013,~~577~~ ~~compared~~primarily ~~with~~related ~~net~~to ~~loss~~development ofactivities ~~$30,121~~under ~~for~~ the ~~nine~~license ~~months~~agreement ~~ended~~with ~~September~~FLUX ~~30,~~Photon ~~2012~~Corporation.

~~The~~Total ~~Company’s~~other ~~general~~expense ~~and~~for ~~administrative~~the ~~expenses~~three ~~mostly~~months ~~included~~ended ~~salaries~~March ~~for~~31, ~~our~~2014 ~~two executive officers~~ and ~~costs~~2013 ~~incurred~~was in$70,479 ~~connection with the Company’s newly-acquired sustainability news~~ and ~~information~~$10,112, ~~portal (www~~respectively.~~sandiegolovesgreen.com).~~ ~~Certain~~Included ~~expenses~~in ~~were incurred under~~ the ~~support~~three ~~provisions~~months ofended ~~the~~March ~~Company’s~~31, ~~license~~2014 ~~agreement~~was ~~with~~$10,028 ~~the~~of ~~licensor~~interest ofexpense from the ~~Company’s~~convertible ~~technology;~~debentures and ~~pursuant~~$60,451 toin ~~which~~non-cash ~~the~~expenses ~~Company~~associated ~~has~~with ~~the~~conversion ~~ability~~features toembedded ~~utilize~~in the ~~licensor’s~~convertible ~~research~~debentures ~~staff,~~issued ~~laboratory~~by ~~supplies~~the ~~and infrastructure, and testing equipment on a time and materials basis~~Company. ~~The~~ ~~costs~~During ~~incurred during~~ the ~~nine~~three months ended ~~September~~March 3031, 2013, ~~would~~interest ~~have~~expense ~~been~~from ~~higher were it not for~~ the ~~support~~convertible ~~provisions~~debentures ofwas ~~our license agreement~~$7,754 ~~which~~and ~~allow~~ the ~~Company~~non-cash toexpenses ~~avoid~~associated ~~having~~with ~~to incur~~ the ~~additional~~conversion ~~general~~features ~~and~~embedded ~~administrative~~in ~~costs~~the ~~required~~convertible todebentures ~~operate~~issued ~~and~~by ~~maintain~~the aCompany ~~development~~were ~~laboratory and full-time technical staff~~$8,206. ~~These~~ ~~costs~~The ~~can~~Company’s benet ~~expected~~loss tofor ~~increase~~the ~~during~~three ~~2013~~months asended ~~qualified~~March ~~samples are fabricated for efficiency testing~~31, ~~additional~~2014 ~~equipment~~and ~~needed~~2013 ~~for~~was ~~such testing is acquired~~$231,059 and ~~efficiency~~$94,899, ~~trials are conducted~~respectively.

The Company accounts for convertible debt in accordance with FASB Accounting Standards Codification, Topic 815, as the conversion feature embedded in the convertible debenture could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares. We calculate the fair value of the conversion feature at the time of issuance and record a conversion liability for the calculated value, which is added to the carrying value of the debenture. We also recognize changes in value based on estimated fair value over the term of the note. The additional costs for the conversion features of $60,451 for the three months ended March 31, 2014 have been recognized within other income (expense) in the accompanying financial statements.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended March 31, 2014, the Company produced about $87,530 in net cash from financing activities and used net cash of about $87,530 in its operating activities. The Company’s operating activities have been primarily subsidized ~~partially~~ by equity-based compensation commitments as well as ~~working~~convertible ~~capital~~debt ~~advances~~and ~~received~~equity ~~from~~financing. ~~related~~The ~~parties~~Company ~~from~~currently ~~time~~has no commitment for financing and will not be able to ~~time~~implement its business plan unless it obtains capital. ~~Accounts~~The ~~payable~~accompanying ~~and~~financial ~~accrued~~statements ~~expenses~~referred ~~totaled~~to ~~$417,808~~above ~~and~~have ~~$167,402~~been atprepared ~~September~~assuming ~~30,~~that ~~2013~~the ~~and~~company ~~December~~will ~~31,~~continue ~~2012,~~as ~~respectively~~a going concern. The Company ~~had~~has ano ~~negative~~established ~~working~~source of revenue and is dependent on its ability to raise capital ~~position~~from ofshareholders ~~$1,222,259~~or asother ofsources ~~September~~to ~~30,~~sustain ~~2013~~operations. asThese ~~compared~~factors raise substantial doubt that the Company will be able to continue as a ~~negative~~going ~~working~~concern. ~~capital~~The ~~position~~financial ofstatements ~~$771,068~~do asnot include any adjustments that might result from the outcome of ~~December~~this ~~31,~~uncertainty. ~~2012~~Our ability to raise capital will depend on our success in obtaining financing and our success in developing revenue sources.

The Company will not be able to implement its business plan unless it obtains capital. For our primary energy technology effort, we estimate that our ongoing research and development activities will require investments of at least $250,000 during 2013 for performance trials using existing prototypes, and as much as $1,000,000 to construct a commercial pilot prototype if we can demonstrate a photoconversion efficiency of 10% or greater. We believe that the $250,000 budget for performance trials is realistic given the research arrangement with the licensor of the Company's technologies, and since the licensor either owns or has access to all of the fabrication and testing equipment necessary to determine if we are able to achieve a photoconversion efficiency of 10% or greater. We additionally estimate that we will need a minimum of an additional $100,000 for marketing and advertising costs to support the growth and development of our newly-acquired sustainability news and information portal (www.sandiegolovesgreen.com). The Company currently has no commitment for financing.

The accompanying financial statements referred to above have been prepared assuming that the company will continue as a going concern. The Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to raise capital will depend on our success in obtaining financing and our success in developing revenue sources.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial 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 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.

In the course of making our assessment of the effectiveness of our disclosure controls and procedures, we identified a material weakness. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The lack of employees prevents us from segregating disclosure duties. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Based on the results of this assessment, our management concluded that because of the above condition, our disclosure controls and procedures were not effective as of the end of the period covered by this report.

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

None.

ITEM 1A

RISK FACTORS

There has been no material change in the risk factors affecting the Company that were set forth in Item 1A to our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~(a) Unregistered sales of equity securities~~None.

During August 2013 the Company sold 500,000 shares of common stock and 500,000 common stock purchase warrants to one individual in a private offering. The purchase price for each share with accompanying warrant was $0.02. The shares were sold to an individual who is an accredited investor and was purchasing for his own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) and Section 4(5) of the Securities Act. There was no underwriter.

On August 12, 2013 the Company issued a total of 11,000,000 shares of common stock to the five members of its board of directors. The shares were valued at $.005 per share (a total of $55,000) which was determined to be the fair value of the common stock on that date.

On September 6, 2013 the Company sold 19,821,900 shares of common stock (with warrants) to GreenSource Corporation, which was its majority shareholder at that time. The shares were sold under subscription and exchange agreements at $0.01 per unit, with $98,646 offset against amounts due to GreenSource Corporation and the balance of $99,573 added to Notes Receivable – Shareholder.

On September 6, 2013 the Company issued a total of 6,000,000 shares of common stock to three individuals who were serving as advisors to the board of directors. The shares were valued at $.005 per share (a total of $30,000) which was determined to be the fair value of the common stock on that date.

In each of the foregoing transactions, the shares were issued to individuals who were accredited investors and were acquiring the shares for their own accounts. The offerings, therefore, were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) and Section 4(5) of the Securities Act. There was no underwriter.

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal 2013.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5

OTHER INFORMATION

None.

ITEM 6

EXHIBITS

The following are exhibits filed as part of the Company’s Form 10-Q for the quarter ended ~~September~~March 3031, ~~2013~~2014:

INDEX TO EXHIBITS

Exhibit Number	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as incorporated herein by reference
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002 as incorporated herein by reference
101.INS	XBRL Instance*
101.SCH	XBRL Schema*
101.CAL	XBRL Calculation*
101.DEF	XBRL Definition*
101.LAB	XBRL Label*
101.PRE	XBRL Presentation*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

101.INS	XBRL Instance

101.SCH	XBRL Schema

101.CAL	XBRL Calculation

101.DEF	XBRL Definition

101.LAB	XBRL Label

101.PRE	XBRL Presentation

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the date indicated.

GS ENVIROSERVICES, INC.

By:	/s/	JEFFREY R. HICKMAN
		JEFFREY HICKMAN
		Jeffrey R. Hickman
		Chief Executive Officer, Chief Financial and Accounting Officer
Date:		~~December~~October 192, ~~2013~~2014

1415

Filing Compare · GS ENVIROSERVICES, INC.