--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB
                            -------------------------


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007

                          COMMISSION FILE NO.: 0-28887



                             GREENSHIFT CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                             22-3328734
--------------------------------------------------------------------------------
(State of other jurisdiction of                                    IRS Employer
incorporation or organization)                               Identification No.)


One Penn Plaza, Suite 1612, New York, New York                          10119
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


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





Check mark  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter  period that the registrant as 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 is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes No X

The number of outstanding shares of common stock as of November 14, 2007 was
199,958,700.

Transitional Small Business Disclosure Format:  Yes         No  X
                                                    ---        ---





<PAGE>




                             GREENSHIFT CORPORATION
                         QUARTERLY REPORT ON FORM 10QSB
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007
<TABLE>

                                TABLE OF CONTENTS

<CAPTION>
                                                                                                           Page No
Part I            Financial Information

<S>               <C>                                                                                           <C>
Item 1.           Financial Statements (unaudited)...............................................................3
                  Consolidated Balance Sheet - September 30, 2007 (unaudited)....................................4
                  Consolidated Statements of Operations - for the Three and Nine Months Ended
                    September 30, 2007 (unaudited) and 2006 (unaudited)..........................................6
                  Consolidated Statements of Cash Flows - for the Nine Months Ended
                    September 30, 2007 (unaudited) and 2006 (unaudited)..........................................7
                  Notes to Consolidated Financial Statements.....................................................9
Item 2.           Management's Discussion and Analysis .........................................................25
Item 3.           Controls and Procedures.......................................................................35

Part II           Other Information

Item 1.           Legal Proceedings.............................................................................36
Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds...................................36
Item 3.           Defaults upon Senior Securities...............................................................36
Item 4.           Submission of Matters to a Vote of Security Holders...........................................36
Item 5.           Other Information ............................................................................36
Item 6.           Exhibits and Reports on Form 8K...............................................................36

Signatures
</TABLE>



















                                       2
<PAGE>




                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)





































                                       3
<PAGE>

<TABLE>


                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2007
                                   (UNAUDITED)

<CAPTION>

ASSETS
Current Assets:
<S>                                                     <C>
   Cash .............................................   $ 1,169,817
   Accounts receivable, net .........................     3,812,763
   Costs and estimated earnings in excess of
      billings on uncompleted contracts .............       972,795
   Inventory ........................................     1,932,201
   Prepaid expenses and other current assets ........       280,503
                                                        -----------
         Total current assets .......................     8,168,079

Net fixed assets ....................................    11,214,851
Other Assets:
   Investment in unconsolidated subsidiaries, at cost     4,186,657
   Project development costs ........................       279,106
   Deferred financing fees ..........................     1,822,802
   Intangible assets ................................    12,989,533
   Other assets .....................................        60,475
   Net non-current assets of discontinued operations          7,500
   Deposits .........................................       428,536
   Goodwill .........................................    23,980,383
                                                        -----------
         Total other assets .........................    43,754,992
                                                        -----------
TOTAL ASSETS ........................................   $63,137,922
                                                        ===========

</TABLE>



















                                       4
<PAGE>


<TABLE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2007
                             (UNAUDITED) (CONTINUED)


<CAPTION>

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:

<S>                                                          <C>
   Accounts payable ......................................   $  7,834,349
   Accrued expenses ......................................      5,222,037
   Current portion of convertible debentures .............      8,846,826
   Convertible debentures - related party, net of discount        295,358
   Derivative liability ..................................      7,748,560
   Notes payable and short-term borrowings ...............     10,773,515
   Current portion of mortgages and notes payable ........        254,926
   Current maturities of long term debt ..................        184,452
   Current portion of liabilities under capital lease ....         39,039
   Line of credit ........................................        347,341
   Income tax payable ....................................        380,960
   Deferred taxes ........................................         13,515
   Deferred revenue ......................................         17,751
   Billings in excess of cost and estimated
      earnings on uncompleted contracts ..................         16,865
   Customer deposits .....................................        805,500
   Liabilities of discontinued operations ................        423,092
                                                             ------------
      Total current liabilities ..........................     43,204,086

   Long-term convertible debenture, net of discount ......     25,436,382
   Long-term debt, net of current maturities .............      2,505,066
                                                             ------------
         Long-term liabilities ...........................     27,941,448
                                                             ------------

TOTAL LIABILITIES ........................................     71,145,534
                                                             ------------

Minority interest in consolidated subsidiary .............      1,130,683

STOCKHOLDERS' DEFICIENCY

Preferred stock
   Series C, par $0.001, 1,000,000 shares authorized,
   973,054 issued and outstanding ........................            987
Common stock, par $0.001, 200,000,000 authorized
   199,959,363 issued and outstanding ....................        223,514
Additional paid-in capital ...............................     74,414,609
Accumulated deficit ......................................    (83,777,405)
                                                             ------------
Total stockholders' deficiency ...........................     (9,138,295)
                                                             ------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ...........   $ 63,137,922
                                                             ============


        The notes to the consolidated financial statement are an integral
                           part of these statements.
</TABLE>




                                       5
<PAGE>


<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                                                                   Three Months Ended                  Nine Months Ended
                                                                         September 30                      September 30
                                                       ------------------------------    ------------------------------
                                                                2007             2006             2007             2006
                                                       ------------------------------    ------------------------------
<S>                                                    <C>              <C>              <C>              <C>
Revenue ............................................   $  14,518,709    $   5,952,010    $  25,121,218    $  17,260,649
Cost of revenues ...................................       8,886,055        4,311,149       17,278,888       12,297,390
                                                       -------------    -------------    -------------    -------------
  Gross Profit .....................................       5,632,654        1,640,861        7,842,330        4,963,259

Operating expenses:
  Selling, general and administrative expenses .....       2,833,001        2,029,858        9,886,430        6,912,707
Research and development ...........................           3,962           21,012            3,962           55,957
  Stock based compensation .........................          42,122          601,576        6,092,516        3,186,275
                                                       -------------    -------------    -------------    -------------
     Total operating expenses ......................       2,879,085        2,652,446       15,982,908       10,154,939
                                                       -------------    -------------    -------------    -------------
Operating income (loss) ............................       2,753,569       (1,011,585)      (8,140,578)      (5,191,680)

Other income (expense):
  Fees and other income, net .......................         388,471             --            759,462             --
  Other income from settlements ....................            --            (33,967)            --               --
  Change in fair value of derivative instruments ...       2,660,160        7,996,848        4,074,780        5,036,655
  Interest expense .................................      (1,514,459)         (86,012)      (4,909,953)      (1,261,291)
  Amortization expense, intangible assets ..........      (1,754,253)         (15,009)      (1,754,253)        (140,467)
  Amortization expense, deferred financing costs and
    debt discount ..................................      (1,163,517)      (7,159,068)      (4,752,248)      (7,209,779)
  Impairment of long lived assets ..................            --           (122,887)            --           (190,103)
  Miscellaneous income .............................           7,251         (106,450)          11,943          (37,965)
  Forgiveness of interest and finance charges ......            --               --               --            125,485
  Loss on sale of investments ......................            --           (436,667)            --           (436,667)
  Gain/(loss) on sale of marketable securities .....         (23,373)            --           (388,150)            --
  Gain/(loss) on equipment disposal ................          (1,366)             500           20,095          (40,303)
  Loss on disposal of technology license ...........            --               --               --               --
                                                       -------------    -------------    -------------    -------------
     Total other income (expense) ..................      (1,401,086)          37,288       (6,938,324)      (4,154,435)
                                                       -------------    -------------    -------------    -------------
Income (loss) before provision for income taxes ....       1,352,483         (974,297)     (15,078,902)      (9,346,115)

Provision (Benefit)for income taxes ................         305,515           (6,884)         391,744          121,193)
                                                       -------------    -------------    -------------    -------------
Net gain (loss) from continuing operations .........       1,046,968         (967,413)     (15,470,646)      (9,467,308)
Discontinued operations:
Income (Loss) from discontinued operations .........          (3,069)         (30,708)      (9,445,273)         (41,072)
Gain/(loss) on disposal of discontinued operations .       9,765,281             --         12,260,227
                                                       -------------    -------------    -------------    -------------
  Total discontinued operations ....................       9,762,212          (30,708)       2,814,954          (41,072)

Net income (loss) before minority interest .........      10,809,180         (998,121)     (12,655,692)      (9,508,380)
                                                       -------------    -------------    -------------    -------------
  Minority interest ................................         (89,506)          199,432         (78,851)         393,541
                                                       -------------    -------------    -------------    -------------
Net income (loss)...................................   $  10,719,674    $  (1,197,553)   $ (12,734,543)   $  (9,114,839)
                                                       =============    =============    =============    =============
Common share, basic and diluted gain (loss)
loss per share from continuing operations ..........   $        0.01    $       (0.01)   $       (0.12)   $       (0.08)
                                                       =============    =============    =============    =============
Common share, basic and diluted
loss per share from discontinued operations ........   $        0.05    $        --      $        0.02    $        --
                                                       =============    =============    =============    =============
Weighted average share of common stock
  outstanding, basic and diluted ...................     178,936,559      112,202,507      124,615,599      109,166,859
                                                       =============    =============    =============    =============
</TABLE>
                                       6
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                                            Nine Months Ended     Nine Months Ended
                                                                                 September 30          September 30
                                                                                         2007                  2006
                                                                             ----------------      ----------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                              <C>             <C>
   Net loss ..................................................................   $(12,734,543)   $ (9,114,839)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization .............................................        379,922         332,535
   Amortization of intangible assets .........................................      1,574,253         235,128
   Amortization of debt discount and deferred financing fees .................      4,752,248       7,209,779
   Amortization of BCF .......................................................        113,080          15,124
   Write down of long term debt ..............................................           --           436,667
   Net gain on discontinued operations .......................................     (2,814,954)           --
Change in allowance for bad debts ............................................         (1,285)         53,674
   Stock based compensation ..................................................      5,546,157       3,255,788
   Gain on settlement of debt ................................................           --          (213,240)
   Loss on sale of investments ...............................................        388,150            --
   Amortization of warrants ..................................................           --             4,013
   Loss on sale of fixed assets ..............................................        (20,095)         40,302
   Gain on forgiveness of debt ...............................................           --          (125,485)
   Change in discontinued operations .........................................           --          (583,080)
   Minority interest .........................................................           --          (248,883)
   Income from equity method investments .....................................           --           (18,667)
   Loss from variable interest entity ........................................           --          (144,658)
   Change in fair value of derivative instruments ............................     (4,074,780)     (5,036,655)
Changes in Assets and Liabilities
   Accounts receivable .......................................................     (1,662,338)       (877,764)
   Costs and estimated earnings in excess billings on uncompleted contracts ..           --           374,768
   Accrued interest payable ..................................................      2,356,693           4,620
   Inventories ...............................................................      2,638,017      (1,925,527)
   Prepaid expenses and other current assets .................................        497,995        (811,730)
   Accounts payable and accrued expenses .....................................      8,991,066         353,578
   Unbilled revenue ..........................................................           --           293,228
   Billings in excess of costs and estimated earnings on uncompleted contracts        616,188
                                                                                                        1,949
   Income taxes payable ......................................................        360,820            --
   Deposits ..................................................................       (769,720)         (3,438)
   Deferred taxes ............................................................        (14,076)         90,000
   Deferred revenue ..........................................................         17,751         (86,368)
   Other liabilities .........................................................           --          (234,490)
                                                                                 ------------    ------------
      Net cash provided by (used in) operating activities ....................      6,140,549      (6,723,670)
                                                                                 ------------    ------------
CASH FLOW FROM INVESTING ACTIVITIES
   Investment in unconsolidated entity .......................................           --        (2,501,324)
   Restricted cash released form restrictions ................................           --            29,254
   Project development costs .................................................         (8,632)        (20,000)
   Prepaid acquisition costs .................................................        (17,982)           --
   Construction in progress ..................................................     (1,294,962)           --
   Additions to and acquisitions of property, plant and equipment ............     (2,855,135)       (274,242)
   Cash paid on purchase of subsidiary .......................................       (447,842)           --
   Cash acquired on purchase of subsidiaries .................................      1,088,377            --
   Deferred financing fees ...................................................        (84,250)           --
   Issuance of notes receivable ..............................................           --        (1,182,099)
   Investments funded ........................................................           --          (119,745)
                                                                                 ------------    ------------
      Net cash used in investing activities ..................................     (3,620,426)     (4,068,156)
                                                                                 ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from (Repayment of) short-term borrowings - related parties ......        555,974        (224,736)
   Repayments of short-term borrowings .......................................        (28,420)           --
   Repayment of long-term debt, net ..........................................           --          (182,980)
   Repayment of term financing ...............................................           --          (100,000)
   Repayment of investment payable ...........................................           --          (540,000)
   Proceeds from line of credit, net .........................................        347,341            --
   Investment in subsidiary ..................................................           --          (261,327)
   Conversion of minority interests ..........................................           --           (50,000)
   Payment of deferred financing fees ........................................           --          (310,749)
   Proceeds from sale of common stock ........................................           --           269,090
   Proceeds from convertible debentures ......................................        663,246            --
   Proceeds from exercise of stock options in subsidiary .....................           --           332,155
   Proceeds from (Reduction in) note payable - nonaffiliated parties .........     (4,020,290)        186,012
   Repayment of convertible debenture ........................................       (121,210)        (78,000)
   Repayment of convertible debenture-related party ..........................       (746,075)           --
   Proceeds from (Repayment of) leases payable ...............................         (7,003)         38,691
   Proceeds from issuance of convertible debt ................................           --        14,543,139
                                                                                 ------------    ------------
      Net cash provided by (used in) financing activities ....................     (3,356,437)     13,621,295
                                                                                 ------------    ------------
   Net increase (decrease) in cash ...........................................   $   (836,314)   $  2,829,469
   Cash at beginning of period ...............................................      2,006,131         679,235
                                                                                 ------------    ------------
   Cash at end of period .....................................................   $  1,169,817    $  3,508,704
                                                                                 ============    ============
</TABLE>
                                       7

<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED) (CONTINUED)
<CAPTION>
Supplemental disclosure of cash flow information: Cash paid during the period
for:
<S>                                                                                  <C>           <C>
      Interest ................................................................      187,686       31,911
      Income taxes ............................................................       12,660         --
                                                                                 -----------   -----------
Total Cash paid ...............................................................      200,346       31,911

Supplemental statement of non-cash investing and financing activities:

      Issuance of debt and equity for net assets due to Sustainable acquisition   12,657,093         --
      Above consisted of:
             Notes payable ....................................................      100,000         --
             Common stock .....................................................    3,553,075         --
             Convertible debenture ............................................    9,004,018         --
      Issuance of Series C Preferred Stock upon conversion ....................          100        1,000
      Issuance of warrants upon issuance of convertible debentures ............         --         30,250
      Acquisition of equipment and/or vehicles with long-term debt ............      231,797      114,444
      Acquisition of technology license .......................................         --        211,328
      Issuance of stock subscription ..........................................         --         75,000
      Issuance of stock options for services ..................................         --        300,000
      Conversion of debenture and accrued interest into common stock ..........         --        404,122
      Issuance of common stock for services ...................................         --        160,000
      Conversion of Series A Preferred stock to common stock ..................         --      3,000,000
      Cancellation of Series B Preferred stock ................................         --            252
      Conversion of convertible debentures and interest
        into Series C Preferred stock .........................................         --      1,150,369


</TABLE>












                                       8

<PAGE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-QSB of Rule 310(b) of Regulation S-B.  Accordingly,  they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.  In the opinion
of management,  all normal recurring adjustments considered necessary for a fair
statement  of the  results of  operations  have been  included.  The  results of
operations  for the nine months  ended  September  30, 2007 are not  necessarily
indicative  of the results of  operations  for the full year.  When  reading the
financial  information  contained in this Quarterly Report,  reference should be
made to the financial statements,  schedule and notes contained in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006.

2        NATURE OF OPERATIONS

GreenShift   Corporation  (the  "Company")  began  operations  as  a  closed-end
management  investment  company  on April 1,  2005  after the  Company  acquired
majority equity stakes in the  predecessors to the Company's GS CleanTech and GS
Energy subsidiaries and filed an election on Form N54A pursuant to Section 54 of
the Investment  Company Act of 1940 (the "40 Act") to be regulated as a business
development  company  ("BDC").  The Company  conducted  operations as a BDC from
April 1, 2005 through July 1, 2006.  During this time, the Company  acquired its
initial   technology   portfolio,   purchased  majority  equity  stakes  in  the
development  stage and  operating  companies  that would  eventually  become the
Company's  platform  companies,  and the Company  completed a number of minority
equity  investments  in  companies  that were  believed to be  strategic  to the
Company's mission.

On July 1, 2006,  the Company  filed Form N54C  pursuant to Section 54 of the 40
Act to withdraw its election to be regulated as a BDC. This decision was in part
prompted by the fact that the majority of the Company's resources were allocated
to  managing  the  operating  activities  of its  majority-owned  holdings.  The
de-election  changed the nature of the Company's business from an investment and
business  development  company  to an  active  operating  company.  The  Company
commenced  efforts to  restructure  its holdings and  investments at the time of
this de-election.  The primary purpose of this restructuring was to organize the
Company's holdings according to a sector-specific  approach,  within `pure-play'
platform  companies with investment theses that are both distinct and consistent
with GreenShift's overall mission.

During the quarter ended September 30, 2007 the Company's operations were
administered through the following companies:
<TABLE>
<CAPTION>

Company                                                                                                   Business Model
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
GS CleanTech Corporation (OTCBB: GSCT)      Emerging Technology Development, Co-Product Extraction & Process Engineering
GS AgriFuels Corporation (OTCBB: GSGF)               Fuel Production, Oilseed Crushing & Fuel Production Equipment Sales
GS Energy Corporation (OTCBB: GSEG)                                                      Equipment Manufacturing & Sales
GS EnviroServices, Inc. (OTCBB: GSEN)                                                             Environmental Services
</TABLE>

Effective  July 1,  2007,  Seaway  Capital,  Inc.  acquired  GreenShift's  prior
controlling  stake  in  Seaway  Valley  Capital  Corporation  (f/k/a  GS  Carbon
Corporation)  ("GS  Carbon")  in return for the  assumption  of  certain  legacy
liabilities of GS Carbon.  As part of that transaction,  GS Carbon's  historical
operating businesses and investments were acquired by GreenShift  affiliate,  GS
CleanTech Corporation.

3        GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company  incurred a loss
of $12,734,543 for the nine months ended September 30, 2007. As of September 30,
2007 the Company's current  liabilities  exceeded current assets by $35,036,007.
These matters raise substantial doubt about the Company's ability to continue as
a going concern.

Management's  plans  include  raising  additional  proceeds from debt and equity
transactions  to fund  operations  and to increase  revenue and cut  expenses to
reduce the loss from  operations.  There can be no  assurances  that the Company
will be able to eliminate  both its working  capital  deficit and its  operating
losses.  The accompanying  financial  statements do not contain any adjustments,
which may be required as a result of this uncertainty.


                                       9
<PAGE>



4        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For  the  nine  month  period  ended   September  30,  2007,  the   accompanying
consolidated  financial  statements  include all accounts of the Company and its
subsidiaries.  All  significant  intercompany  balances  and  transactions  were
eliminated in consolidation.

USE OF ESTIMATES

The  preparation  of  consolidated   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,  liabilities,   revenues,   expenses,  and  disclosures  of
contingencies  during the  reporting  period.  Actual  results could differ from
management's 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 such as shares issuable pursuant to the
exercise of stock  options,  assuming  the  exercise of all  in-the-money  stock
options. Common share equivalents have been excluded where their inclusion would
be anti-dilutive.

5        LINE OF CREDIT

On May 31, 2007, GS  EnviroServices,  a subsidiary of GS CleanTech,  closed on a
demand line of credit in the amount of $1,000,000.  The principal  balance bears
interest  that  fluctuates  based on the prime lending rate. As of September 30,
2007,  the  rate  was  7.75%.  The  line  is  secured  by all  assets  of the GS
EnviroServices.  The total  amount due is payable  upon demand on or before June
30, 2008. As of September  30, 2007 there is a balance of $347,341  drawn on the
credit line. The revolving credit loan agreement includes the following required
financial covenants of GS EnviroServices:

     o    Total Debt to Capital Funds Ratio - at all times during which the loan
          is  available,  the  Borrower  shall  maintain a total debt to capital
          funds ratio not  exceeding  2.2 to 1  calculated  as  follows:  (total
          liabilities minus subordinated debt) divided by (total net worth minus
          intangible assets,  affiliates  receivables,  officer receivables plus
          subordinated debt).

     o    Debt  Service  Coverage  - at all  times  during  which  the  Loan  is
          available,  GS  EnviroServices  shall  maintain a minimum  global debt
          service  coverage ratio of 1.2 to 1. Debt service coverage ratio shall
          be defined as GS  EnviroServices's  combined earnings before interest,
          taxes,  distributions,  and amortization,  plus non- recurring income,
          minus non-recurring  expenses,  minus cash taxes,  un-financed capital
          expenditures,  dividends,  plus  current  maturities,  minus long term
          debt, plus interest.

As of September 30, 2007, GS EnviroServices  debt to capital funds ratio was 2.4
to 1 and debt service  coverage was 3.2 to 1. GS  EnviroServices  has received a
waiver for the debt to capital funds covenant.






                                       10
<PAGE>

6        FINANCING ARRANGEMENTS
<TABLE>
<CAPTION>

The  following  is a  summary  of the  Company's  financing  arrangements  as of
September 30, 2007:
<S>                                                                                   <C>
Notes payable and short-term borrowings:
Note payable from GS AgriFuels to Stillwater ......................................   $  4,200,000
Note payable from GS AgriFuels to NextGen sellers .................................      4,060,032
Note payable from GS AgriFuels to Sustainable sellers .............................      1,900,000
Note payable from GS AgriFuels to First Community Bank ............................        230,000
Note payable from GS AgriFuels to Great Northern Development ......................        100,000
Note payable from GS AgriFuels to Sheridan Electric ...............................        250,000
Loan payable from GreenShift to Overdraft Line ....................................          3,404
Loan payable from GreenShift to Lakeland Bank .....................................         30,079
                                                                                      ------------
     Total notes payable and short term borrowings ................................   $ 10.773.515
                                                                                      ============
Current portion of liabilities under capital lease ................................   $     39,039
                                                                                      ============
Current portion of mortgages and notes payable:
Vehicle loans and other installment loans payable from GS EnviroServices ..........   $    184,452
Mortgages and other term notes from GS EnviroServices and GS Energy                        254,926
     Total current portion of mortgages and notes payable .........................   $    439,378
                                                                                      ============
Current portion of convertible debentures:
Global convertible debenture payable from GreenShift issued July 2005 .............        465,000
Global convertible debenture payable from GreenShift issued October 2005 ..........   $    395,267
Global convertible debenture payable from GS CleanTech issued February 2006 .......      1,113,942
Global convertible debenture payable from GS CleanTech issued April 2006 ..........      1,900,000
Global convertible debenture payable from GreenShift issued April 2006 ............        740,068
Global convertible debenture payable from GS CleanTech issued February 2007 .......      1,125,000
Convertible debenture for acquisition of Sustainable Systems issued March 2007 ....      3,552,005
Kerns convertible debenture payable from GS CleanTech issued March 2007 ...........      1,000,000
Global convertible debenture payable from GS CleanTech issued June 2007 ...........        570,000
Viridis Capital, LLC convertible debenture payable from GreenShift issued June 2007        295,358
Note discounts ....................................................................     (2,014,455)
                                                                                      ------------
     Total current portion of convertible debentures ..............................   $  9,142,184
                                                                                      ============
Long-term debt, net of current maturities:
Vehicle loan and other installment loans, net of current ..........................   $    339,897
Note payable from GS AgriFuels to  MT Dept of Agriculture .........................        124,052
Note payable from GS AgriFuels to First Community Bank ............................      1,035,196
Note payable from GS AgriFuels to Great Northern Development ......................      1,005,921
                                                                                      ------------
     Total long term debt .........................................................   $  2,505,066
                                                                                      ============
Convertible debentures, non-current:
Global convertible debenture payable from GreenShift issued April 2006 ............   $  4,400,000
Global convertible debenture payable from GS AgriFuels issued February 2006 .......      1,949,631
Global convertible debenture payable from GS AgriFuels issued June 2006 ...........      5,500,000
Global convertible debenture payable from GS AgriFuels issued October 2006 ........     13,000,000
Convertible debenture for acquisition of Sustainable Systems issued March 2007 ....      3,552,013
Note Discounts ....................................................................     (2,965,261)
                                                                                      ------------
     Total convertible debentures, non-current ....................................   $ 25,436,383
                                                                                      ============
The convertible debentures noted above are convertible into the common stock of
the following companies:

GreenShift                                            $  2,544,209
GS CleanTech                                          $  9,165,068
GS AgriFuels                                          $ 27,553,649

</TABLE>



                                       11
<PAGE>
The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service  requirements  (net of note discounts)
of as of September 30, 2007 and the Company's ability to meet such obligations:

Year                                                   Amount
----------------------------------------------- ---------------------
2008                                                  $ 21,818,739
2009                                                    15,818,346
2010                                                    13,922,132
2011                                                     1,615,119
2012 and thereafter                                        301,361
                                                   ---------------
Total minimum payments due under current and       $    53,475,697
 long term obligations                             ===============

CONVERTIBLE DEBENTURES - GS CLEANTECH CORPORATION

Kerns Manufacturing

On February 28, 2007 GS CleanTech  entered into a  Stipulation  of Settlement to
settle the lawsuit titled Kerns Manufacturing Corp. v. KBF Pollution Management,
Inc., which was pending in the Supreme Court of the State of New York (County of
Queens, Index No. 19788/03). Pursuant to the Stipulation, GS CleanTech issued to
Kerns (a) a Convertible  Debenture in the principal  amount of $500,000 that was
paid on March 31, 2007 and (b) a convertible  debenture in the principal  amount
of $1,000,000 that was due on June 30, 2007. The Stipulation  provides that upon
satisfaction of all obligations under the Stipulation, the parties will exchange
mutual  general  releases.  In April 2007, the entire  principal  balance on the
March 31, 2007 Kerns  debenture was converted into  29,513,375  shares of common
stock of GS CleanTech.  GS CleanTech failed to pay the June 30, 2007 payment and
Kerns  accordingly filed motion for summary judgment in lieu of complaint in the
Supreme Court of the State of New York,  Queens  County,  seeking  $1,000,000 in
damages and ancillary relief. GS CleanTech  subsequently entered into an amended
agreement  dated  September 10, 2007 extending the due date to January 15, 2008.
The  agreement  calls for a  $30,000  interest  payment  to be paid on or before
September 10, 2007 and interest  payments of $10,000 to be paid on or before the
first of each month through January 2008. As of the nine months ending September
30, 2007, all interest payments have been paid in accordance with the agreement.

The Kerns  debenture  may be  converted  by its holder into  common  stock of GS
CleanTech  at a price  equal  to the  lesser  of $0.01  per  share or 80% of the
average of the last  trade  prices  for the  common  stock  during the five days
preceding conversion. The total shares issued upon conversion, however, may not,
when added to other GS CleanTech shares beneficially owned by the holder,  total
more that 4.99% of the outstanding GS CleanTech common stock.

A note discount of $580,694 and a derivative liability of $580,694 were recorded
at the  assumption  date.  During the nine  months  ended  September  30,  2007,
interest  expense from  accretion of the debt  discount was $580,694 and loss on
the fair market value of the derivative liability was $122,081.  As of September
30, 2007, the principal balance on the Kerns debenture was $1,000,000.

Serenity Capital, LLC

In  February  2006 GS  CleanTech  issued a  $500,000  convertible  debenture  to
Serenity  Capital,  LLC (Serenity) in exchange for a $500,000  debenture  issued
earlier by GS CleanTech  that Serenity had purchased from the  debt-holder.  The
debenture is  convertible  at the lesser of $0.02 or 80% of the average  closing
market price of GS CleanTech's  common stock prior to the date of conversion.  A
note discount of $500,000 and a derivative liability of $1,672,500 were recorded
at the  assumption  date.  During the year 2006  Serenity  effected  conversions
totaling  $288,477 into a total of 14,423,880  shares of GS  CleanTech's  common
stock.  During the year ended 2006 interest  expense from  accretion of the debt
discount was  $464,465  and the gain on the fair market value of the  derivative
liability was $1,401,372.  As of December 31, 2006, the principal  amount due on
the  debenture  was  $211,523.  During the three  months  ended March 31,  2007,
interest expense from accretion of the debt discount was $35,535 and gain on the
fair market value of the derivative  liability was $271,128.  In March 2007, the
remaining  principal on the debenture was converted  into  10,576,120  shares of
common stock.

Cyrus Capital, LLC

In February 2006 GS CleanTech issued a $500,000  convertible  debenture to Cyrus
Capital,  LLC (Cyrus) in exchange for a $500,000  debenture issued earlier by GS
CleanTech  that Cyrus had  purchased  from the  debt-holder.  The  debenture  is
convertible at the lesser of $0.02 or 80% of the average closing market price of
GS CleanTech's common stock prior to the date of conversion.  A note discount of
$500,000  and  a  derivative  liability  of  $1,672,000  were  recorded  at  the
assumption  date.  During the year 2006,  Cyrus  effected  conversions  totaling
$400,000 into a total of 20,000,000 shares of GS CleanTech's common stock. As of
December 31, 2006, principal amount due on the debenture was $100,000.  Interest
is accrued at a rate of 5% on the  principal  balance.  As of December 31, 2006,
$4,644 of interest is accrued on this  debenture.  During the three months ended
March 31, 2007, interest expense from accretion of the debt discount was $31,350
and gain on the fair market value of the derivative  liability was $128,188.  In
March  2007,  the  remaining  principal  on the  debenture  was  converted  into
5,000,000  shares  of  common  stock.  Cyrus is owned by a family  member of the
Company's chairman.
                                       12
<PAGE>

YA Global Investments, LP

On April 13,  2006,  YA Global  Investments,  LP  ("Global")  purchased  from GS
CleanTech a Convertible Debenture in the amount of $4,400,000. GS CleanTech paid
$440,000 in deferred  finance costs and $15,000 in  structuring  fees as part of
this  transaction.  The conversion price of the Debenture is equal to the lesser
of $0.10 per share or 90% of the volume weighted average price of GS CleanTech's
common stock for the thirty days preceding  conversion.  Global will be entitled
to convert the Debenture on the basis of the conversion  price into GS CleanTech
common stock,  provided that Global cannot  convert into shares that would cause
Global to own more than 4.99% of GS CleanTech's  outstanding  common stock.  The
Debenture  bears  interest at 5% per annum.  Accrued  interest and the principal
amount are payable on April 1, 2009. GS CleanTech  may redeem the  debentures at
any time for an amount equal to 120% of the  outstanding  principal  and accrued
interest. GS CleanTech's obligations under the Debenture are secured by a pledge
of all of its assets.  In connection  with the debenture GS CleanTech  issued to
Global a five year  Warrant to  purchase  7,500,000  common  shares at $0.10 per
share,  a five year  Warrant to purchase  7,500,000  common  shares at $0.15 per
share,  a five year Warrant to purchase  15,000,000  common  shares at $0.20 per
share,  a five year Warrant to purchase  20,000,000  common  shares at $0.25 per
share. A note discount of $4,400,000  and a derivative  liability of $14,958,108
were recorded at the  assumption  date. As of September 30, 2007 the balance due
for  debentures  due to Global was  $4,400,000 and interest of $322,056 has been
accrued.  During the nine months ended September 30, 2007, interest expense from
accretion of the debt discount was  $1,100,000 and gain on the loss market value
of the derivative liability was $97,091.

On April 21, 2006 Global  purchased  from Laurus  Master Fund,  Ltd. the Secured
Minimum Borrowing Note and the Revolving Note that GS CleanTech issued to Laurus
on March 31, 2004. The aggregate debt, including accrued interest and penalties,
was  $2,193,047.  Subsequently  GS  CleanTech  agreed  with  Global to amend the
Revolving  Note such that its terms are now  identical  to the  Secured  Minimum
Borrowing Note. The debenture bears interest at a rate of the prime lending rate
plus 5%. GS CleanTech  also agreed to modify the  conversion  feature of the two
Notes. The debentures, as modified, may be converted by Global into common stock
at a  conversion  rate  equal to the lesser of (a) $0.10 per share or (b) 90% of
the lowest volume  weighted  average price for the thirty trading days preceding
conversion.  A  note  discount  of  $2,193,047  and a  derivative  liability  of
$18,444,715  were recorded at the assumption  date. As of September 30, 2007 the
balance due for  debenture  due to Global was  $740,067 and interest of $414,792
has been accrued.  During the nine months ended September 30, 2007, $229,377 was
converted  into  47,786,775  shares  of  Common  Stock.  Interest  expense  from
accretion of the debt discount was $229,377 and loss on the fair market value of
the derivative liability was $351,213.

On  July  1,  2006,  GS  CleanTech  assumed  GreenShift's   obligation  under  a
convertible  debenture  issued to Global in the principal  amount of $1,900,000.
The Debenture,  as assumed,  is convertible into GS CleanTech's  common stock at
the lesser of $0.10 per share or the average of the three lowest  closing market
prices of GS CleanTech's  common stock for the thirty days preceding  conversion
provided  that the  shareholder  may not convert  any portion of its  debentures
where such  conversion  would bring the  shareholder to greater than 4.95% of GS
CleanTech's  outstanding  common stock.  The Debenture  bears interest at 5% per
annum. Accrued interest and the principal amount are payable on April 1, 2008. A
note  discount of  $1,471,740  and a  derivative  liability of  $1,471,740  were
recorded at the  assumption  date.  As of September 30, 2007 the balance due for
the  debenture  due to Global was  $1,900,000  and interest of $118,750 has been
accrued.  During the nine months ended September 30, 2007, interest expense from
accretion of the debt discount was $630,747 and gain on the fair market value of
the derivative liability was $326,960.

On February 26, 2007, GS Carbon Corporation  entered into a Securities  Purchase
Agreement (the "February 2007 CCP Agreement"),  with YA Global Investments,  LP.
In  connection  with the February  2007  Agreement,  Global  purchased a secured
convertible  debenture  amounting to $1,125,000  due on February 26, 2009.  This
debenture was assumed by GS CleanTech on July 1, 2007 when the Company  acquired
the historical operating businesses of GS Carbon.

The February 26, 2007 Cornell  debenture  provides for interest in the amount of
10% per annum and is  convertible  at the  lesser of $0.05 or 90% of the  lowest
closing bid price of GS  CleanTech's  common  stock  during the 30 trading  days
immediately  preceding the conversion  date.  Global will be entitled to convert
the February 26, 2007  debenture  on the basis of the  conversion  price into GS
CleanTech's  common stock,  provided that Global cannot convert into shares that
would cause Global to own more 4.9% of GS CleanTech's outstanding common stock.

GS CleanTech at its option  shall have the right,  with three (3) business  days
advance  written notice (the  "Redemption  Notice"),  to redeem a portion or all
amounts  outstanding  under the 10% Secured Debenture prior to the Maturity Date
provided that the Closing Bid Price of GS CleanTech's  common stock, as reported
by  Bloomberg,  LP, is less than the Fixed  Conversion  Price at the time of the
Redemption  Notice.  GS  CleanTech  shall pay an amount  equal to the  principal
amount being redeemed plus a redemption premium ("Redemption  Premium") equal to
twenty  percent  (20%) of the  principal  amount  being  redeemed,  and  accrued
interest, (collectively referred to as the "Redemption Amount").

                                       13
<PAGE>

In connection  with the February 2007  Agreement,  GS CleanTech  paid  Yorkville
Advisors,  LLP a fee equal to $100,000 and a structuring fee of $25,000 from the
proceeds of the  closing.  Accordingly,  GS  CleanTech  received net proceeds of
$1,000,000.  These fees were treated as a deferred  financing fees and beginning
on February 27, 2007 are being amortized over the term of the loan. GS CleanTech
used $900,000 of the proceeds  from the Global  Debenture to repay loans payable
to GreenShift Corporation and GS Ethanol Technologies.

In  addition  GS  CleanTech  issued to Global a warrant to  purchase  50,000,000
shares of GS CleanTech's common stock at $0.03 a share. The value of the warrant
was  calculated  to be $712,125 at the time of the  issuance  using the guidance
found in APB Opinion 14,  "Accounting for Convertible  Debt and Debt issued with
Detachable Stock Purchase Warrants" and was recorded as a discount. The discount
is  amortized  to  interest  expense  using  the  effective  interest  method of
amortization.  During the nine months ended September 30, 2007, interest expense
from accretion of the debt discount was $89,747.

GS CleanTech determined that the conversion feature of the convertible debenture
represents  an embedded  derivative  since the debenture is  convertible  into a
variable  number  of  shares  upon  conversion.   Accordingly,  the  convertible
debenture is not  considered  to be  conventional  debt under EITF 00-19 and the
embedded  conversion feature must be bifurcated from the debt host and accounted
for as a derivative  liability.  The embedded  derivative feature created by the
variable conversion meets the criteria of SFAS 133 and EITF 00-19, and should be
accounted for as a separate derivative.  At September 30, 2007 the fair value of
the conversion  derivative  liability created by this debenture calculated using
the  Black-Scholes  model was  $1,020,764.  For the three month  periods  ending
September 30, 2007 the unrealized loss on the derivative  instrument  created by
this debenture was $2,245,407. As of September 30, 2007, interest of $66,241 has
been accrued.

CONVERTIBLE DEBENTURES - GS AGRIFUELS CORPORATION

Seaway Valley Fund, LLC

On  December  28,  2006,  GS  AgriFuels  issued to  Seaway  Valley  Fund,  LLC a
convertible  debenture  due December 28, 2008 with a face amount of $250,000 for
monies received in January 2007 by GS AgriFuels from Seaway Valley in the amount
of $250,000.  This debenture and the accompanying accrued interest in the amount
of $7,726 were paid in full during the nine months ended September 30, 2007. The
controlling  member of Seaway  Valley is Tom  Scozzafava,  GS  AgriFuels'  Chief
Executive Officer.

YA Global Investments, LP

In  conjunction  with that  certain  May 2006 Share  Purchase  Agreement  by and
between  GreenShift  and  GS  AgriFuels,   GS  AgriFuels  assumed   GreenShift's
obligations under a Secured Convertible  Debenture due to YA Global Investments,
LP ("Global") in the principal  amount of $1,949,631.  The Debenture  carries an
annual interest rate of 10%, and principal and interest on the Debenture,  which
are due at the maturity date of June 7, 2009, may be converted into common stock
by Global at a conversion  price equal to $3.00 per common share.  However,  the
conversion  price  will be  reduced  to equal  any  price at which GS  AgriFuels
hereafter  issues common stock or derivative  securities.  The maximum number of
shares that Global may  acquire at any time is 4.99% of the  outstanding  common
shares.  For the nine months  ended  September  30,  2007,  interest  expense of
$145,822 for this obligation was incurred and accrued.

On June 7,  2006,  Global  purchased  a Secured  Convertible  Debentures  in the
principal amount of $5,500,000, for which the Company paid $600,000 in financing
and  structuring  fees and received cash proceeds of  $4,900,000.  The Debenture
carries an interest rate of 10%, and principal and interest on the Debenture are
due at the maturity date of June 7, 2009. On October 30, 2006 GS AgriFuels  sold
to  Global a  Secured  Convertible  Debenture  in the  principal  amount  of $13
million. In conjunction with this financing, the Company paid a financing fee of
$1,300,000,  a structuring fee of $50,000,  legal fees of $15,000,  and received
net proceeds of $11,635,000  that were used for the acquisition of NextGen Fuel,
Inc.  The  Secured  Convertible  Debenture  will  mature on  October  30,  2009.
Principal  and interest on these two  Debentures  may be  converted  into common
stock by Global at a conversion price equal to $3.00 per common share.  However,
the  conversion  price will be reduced to equal any price at which GS  AgriFuels
hereafter  issues common stock or derivative  securities.  The maximum number of
shares that Global may  acquire at any time is 4.99% of the  outstanding  common
shares.  If the bid price of company stock falls below the conversion  price, GS
AgriFuels  has the right to redeem the Debenture by paying cash equal to 120% of
the principal redeemed. GS AgriFuels has agreed to file a registration statement
with the  Securities  and Exchange  Commission to enable Global to resell to the
public any shares of GS AgriFuels  common stock it acquires on conversion of the
Debentures or exercise of the Warrant.  The  registration  rights agreement with
Global entitles Global to liquidated damages for failure to register, and Global
has waived any  liquidated  damages due for failure to  register.  This is a one
time  waiver  and  Global  retains  its rights  under the  agreement  for future
periods.  For the nine months  ended  September  30, 2007,  interest  expense of
$411,370 for this obligation was incurred and accrued.

                                       14
<PAGE>
As an inducement to the purchase of the June 2006 Debenture, GS AgriFuels issued
to Global  1,125,000  five year  warrants to purchase GS AgriFuels  common stock
that are  exercisable  at $0.001 per share.  The fair value of the  warrants was
calculated  using  the  Black-Scholes  Option  Pricing  Model  and GS  AgriFuels
recorded the $30,375  value of the warrants as a discount to the note.  The note
discount is being  amortized  over the term of the debenture.  Interest  expense
from the  amortization of the note discount was $7,573 for the nine months ended
September 30, 2007.

In  consideration  of Global's  investment  in the October  2006  Debenture,  GS
AgriFuels  issued to Global a five  year  Warrant  to  purchase  540,000  common
shares.  The  exercise  price is $0.001 or any lower price at which GS AgriFuels
hereafter issues common stock to any third party. The fair value of the warrants
was  calculated  using the  Black-Scholes  Option Pricing Model and GS AgriFuels
recorded the $1,079,460 value of the warrants as a discount to the note, and the
note discount is being  amortized over the term of the  debenture.  For the nine
months ended September 30, 2007,  interest  expense from the amortization of the
note  discount  was  $269,126.  For the nine months  ended  September  30, 2007,
interest expense of $972,329 for this obligation was incurred and accrued.

Commencing on February 1, 2007, Global was entitled to convert into common stock
up to $500,000 of the  principal  amount of the  Debentures  during any calendar
month at a conversion  price equal to 90% of the lowest  daily  Volume  Weighted
Average Price during the thirty trading days preceding  conversion.  However, GS
AgriFuels may opt to redeem the portion of the Debentures offered for conversion
in this manner by paying 120% of the amount converted.  Global has not converted
any portion of the Debentures into stock as of September 30, 2007.

The  Debentures  are  secured  by a  pledge  of  all of GS  AgriFuels's  assets,
including  the  capital  stock  of  its  subsidiaries.  The  subsidiaries  of GS
AgriFuels  have also pledged their assets to secure the  Debentures.  GreenShift
and certain  affiliates of GreenShift  (including GS CleanTech  Corporation,  GS
Energy Corporation and Viridis Capital) have also pledged their assets to secure
the Debentures and have guaranteed the Debentures due to Global.

CONVERTIBLE DEBENTURES - GREENSHIFT CORPORATION

YA Global Investments, LP

On June 26, 2007,  GreenShift entered into a Securities Purchase Agreement (this
"Agreement"), with YA Global Investments, LP ("Global"). In connection with this
Agreement, Global purchased secured convertible debentures amounting to $570,000
due on June 26, 2009.

The June 26, 2007 Global  debentures  provide for  interest in the amount of 12%
per  annum  and are  convertible  at the  lesser  of $0.03 or 90% of the  lowest
closing  bid price of  GreenShift's  common  stock  during the 30  trading  days
immediately  preceding the conversion  date.  Global will be entitled to convert
the  June  26,  2007  debenture  on the  basis  of  the  conversion  price  into
GreenShift's common stock,  provided that Global cannot convert into shares that
would cause Global to own more 4.9% of GreenShift's outstanding common stock.

GreenShift  at its option  shall have the right,  with three (3)  business  days
advance  written notice (the  "Redemption  Notice"),  to redeem a portion or all
amounts  outstanding  under this Secured  Debenture  prior to the Maturity  Date
provided that the Closing Bid Price of GreenShift's common stock, as reported by
Bloomberg,  LP,  is less  than  the  Fixed  Conversion  Price at the time of the
Redemption Notice.  GreenShift shall pay an amount equal to the principal amount
being redeemed plus a redemption premium ("Redemption  Premium") equal to twenty
percent  (20%) of the principal  amount being  redeemed,  and accrued  interest,
(collectively referred to as the "Redemption Amount").  GreenShift shall deliver
to the Global the  redemption  Amount on the third (3rd)  business day after the
Redemption Notice.

In connection with the June 2007 Agreement,  GreenShift paid Yorkville Advisors,
LLP a fee equal to 10% of purchase  price and a structuring  fee of $20,000 from
the proceeds of the closing.  Accordingly,  GreenShift  received net proceeds of
$493,000.  These fees were treated as a deferred financing fees and beginning on
June 30, 2007 are being amortized over the term of the loan.

In addition  GreenShift issued to Global a warrant to purchase 10,000,000 shares
of  GreenShift's  common  stock at $0.05 a share.  The value of the  warrant was
calculated to be $570,000 at the time of the issuance  using the guidance  found
in APB  Opinion  14,  "Accounting  for  Convertible  Debt and Debt  issued  with
Detachable Stock Purchase Warrants" and was recorded as a discount. The discount
is amortized to interest  expense over the term of the loan using the  effective
interest  method of  amortization.  During the nine months ended  September  30,
2007, interest expense from accretion of the debt discount was $49,172.

On April 2, 2007 Global  declared  certain  debentures  issued by the Company to
Global with an aggregate principal amount of the $6,475,000 to be in default for
the failure by the Company to maintain an  effective  registration  statement as
required by the Investor Registration Rights Agreement executed  contemporaneous
with the issuance of the debentures. The Debentures are secured by the Company's
holdings in GS CleanTech Corporation,  GS AgriFuels  Corporation,  and GS Energy
Corporation (among other assets). The Debentures are unconditionally  guaranteed
by Viridis Capital, LLC ("Viridis"), a wholly-owned affiliate of Kevin Kreisler,
the Company's chairman and chief executive officer (the "Guaranty").

                                       15
<PAGE>

In  addition,  on April 2, 2007 the Company,  Global and Viridis  entered into a
Forbearance  Agreement,   pursuant  to  which  Global  agreed  to  forbear  from
exercising  the remedies  available to it under the  Debentures  and the related
security and stock pledge agreements,  which would have included the liquidation
by Global of a portion of the Company's  holdings.  The terms of the Forbearance
Agreement  provided  that Global shall  instead  accept,  convert and  liquidate
sufficient  shares  of  Viridis'  Series C  Preferred  Stock in the  Company  to
facilitate the full repayment of the Debentures.  Global shall accept the Series
C Preferred  Stock in tranches of 6,250 shares each,  and it shall not convert a
tranche  until it has sold 80% of the shares of Company  common  stock  issuable
upon conversion of the previous  tranche.  Any such conversions shall be subject
to the ownership limitations  specified in the Debentures (i.e.,  limitations to
ownership of no more than 4.9% of the outstanding  capital stock of the Company.
Global  shall  apply the net  proceeds,  which are  defined  in the  Forbearance
Agreement as 90% of the lowest closing bid price for the Company's  common stock
for the five trading days preceding the conversion  date of the Series C shares,
to the full  satisfaction of the Company's  obligations  under the Debentures in
the following  priorities:  (a) first, to accrued  interest on the most recently
issued  Debenture,  (b) then to principal on the most recently issued Debenture,
(c) then to accrued  interest on the next most recently  issued  Debenture,  (d)
then to principal on the next most recently issued Debenture, and so forth until
all of the Company's  obligations  under the  Debentures  have been satisfied in
full.

On June 29, 2007 the Company and Viridis,  entered into a letter agreement dated
with  Global.  The  agreement  recited  that the  Company had  defaulted  in its
obligation  to file a  registration  statement  to permit  Global to resell  the
Company's   common  stock  issuable  upon  conversion  of  certain   convertible
debentures that the Company sold to Global. Global agreed to waive the penalties
available to it as a result of the default if the following conditions were met:

     1.   The  Company  agreed to permit  one  conversion  by Global of Series C
          Preferred Stock pledged to it by Viridis in excess of the stated limit
          on conversion (4.99% of outstanding  shares).  The converted principal
          amount was $390,000,  which was converted into approximately  9.99% of
          the outstanding common shares on June 28, 2007.

     2.   The Company  agreed to increase its  authorized  shares as promptly as
          reasonably  possible in order to permit the conversion of the Series C
          Preferred Stock.

     3.   The  Company  agreed to effect  the  merger of GS  CleanTech  into the
          Company as soon as  practicable,  but no later than March 1, 2008.  In
          addition the Company agreed to increase its  authorized  capital stock
          to an amount  sufficient to permit Global after the merger, to convert
          into common stock all of the convertible debentures issued to it by GS
          CleanTech.

     4.   The  Company  agreed  to  file  a  registration   statement  with  the
          Securities and Exchange Commission that will, when declared effective,
          permit  Global to resell to the public the common stock  issuable upon
          conversion  of the  debentures  issued  to it by the  Company  and the
          debentures issued to it by GS CleanTech.

As of September  30, 2007 Global had reduced  accrued  interest and principal on
the  debentures  of  $118,107  and  $1,079,733,  respectively,  based  on  these
agreements  through the acceptance of the Company Series C Preferred  Stock from
Viridis.

Viridis Capital, LLC

On March 30,  2007 the Board of  Directors  of the  Company  authorized  that in
return for Viridis'  satisfaction  of any debt to Global  under the  Forbearance
Agreement,  the Company would issue to Viridis a new unsecured  convertible term
debenture,  on a dollar for dollar basis,  with a term of five years and a fixed
interest rate of 5%. The  debenture is  convertible  into the  Company's  common
stock at the greater of $0.20 per share or 100% of the closing  market price for
the Company's common stock at the time of conversion.  A derivative liability of
$1,378,336  was recorded at the  assumption  date. As of September 30, 2007, the
balance due to Viridis was  $295,358.  The gain on the fair market  value of the
derivative  liability  was  $1,437,408  and interest  expense of $4,923 has been
accrued. See Note under Candent Corporation.

                                       16
<PAGE>
Candent Corporation

During  2005 and 2006,  the Company  and  various of its  subsidiaries  issued a
series of convertible debentures to Candent Corporation in return for cash funds
invested in the Company and various of its subsidiaries. As of December 31, 2006
the total amount due to Candent  Corporation  was  $2,625,763,  which amount was
convertible  into  Company  common stock at the lesser of $0.10 per share or the
average of the three lowest closing market prices of the Company's  common stock
for the thirty  days  preceding  conversion,  with a  conversion  price floor of
$0.005,  provided  that  Candent  may  not  receive  shares  issuable  upon  any
permissible  conversion of any portion of its debentures  where such  conversion
would bring the  shareholder to greater than 4.95% of the Company's  outstanding
common  stock.  The former  president  of  Candent is the wife of the  Company's
chairman.  All of the issued and outstanding capital stock held by Candent is in
trust for the benefit of its former president.

During the nine months ended  September 30, 2007,  the Board of Directors of the
Company  negotiated and entered into an agreement with Candent pertaining to the
cancellation of the debentures issued to Candent. This agreement was executed on
September  12,  2007  and  provided  for  the   cancellation  of  $2,625,763  in
convertible  debentures  effective  December 31, 2006. The debentures  that were
cancelled  included  $2,112,896  in  convertible  debentures  due to Candent and
$512,867 in the convertible debentures owed to Viridis since the debentures owed
to Candent were reduced by $550,000  during the nine months ended  September 30,
2007. The agreement  also called for the waiver of all accrued  interest owed to
Candent  and a  one-time  conversion  of  $300,000  into 10  million  shares  of
GreenShift common stock.

NOTES PAYABLE - GS AGRIFUELS CORPORATION

Stillwater Asset Backed Fund, LP

On October 30, 2006,  NextGen  Acquisition,  Inc., a subsidiary  of GS AgriFuels
that was formed to  facilitate  the  acquisition  of NextGen Fuel Inc.,  sold to
Stillwater  Asset-Based  Fund,  LP a Term  Note in the  principal  amount  of $6
million.   In  conjunction  with  the  financing  NextGen  Acquisition  paid  an
origination fee of $75,000, prepaid interest of $300,000, legal fees of $35,225,
and received net proceeds of $5,589,775.  NextGen Acquisition used $4,879,236 of
the proceeds to acquire  NextGen Fuel,  Inc.,  made a loan totaling  $568,958 to
Warnecke Design Service,  Inc. (a subsidiary of GS Energy,  who is also owned by
GS AgriFuels' parent,  GreenShift  Corporation),  and repaid GreenShift $141,580
for  amounts  paid by  GreenShift  in  connection  with the NextGen  Fuel,  Inc.
Acquisition.  The Term Note accrues interest at a rate of 20% per annum. Monthly
payments of principal  and interest are due beginning  February 1, 2007,  with a
monthly principal amount of at least $300,000 and additional  principal payments
made as a percentage of cash  receipts of NextGen  Fuel,  Inc. On July 31, 2007,
NextGen Acquisition,  Inc. entered into Amendment 1 to the Credit Agreement with
Stillwater  Asset-Based  Fund, LP. According the Amendment,  NextGen received an
additional  principal  amount of $555,600.  In conjunction with the refinancing,
NextGen  Acquisition  paid a financing fee of $72,880 and legal fees of $11,000.
According  to the amended  terms,  all amounts of  principal  and  interest  not
previously  satisfied  will be due on December 31, 2008.  Monthly  payments have
been  adjusted as follows:  interest  only August 2007  payment;  September  and
October  2007  payments  would be an amount  equal to the  applicable  Biodiesel
Systems Net Revenue  Repayment  Percentage;  November 2007 through  January 2008
payments would be an amount equal to the $200,000 plus the applicable  Biodiesel
Systems Net Revenue Repayment Percentage; and, payments from February 2008 until
the  Maturity  Date would be an amount  equal to  $300,000  plus the  applicable
Biodiesel  Systems  Net  Revenue  Repayment   Percentage  with  all  outstanding
obligations  due an payable  on the final  Maturity  Date.  The  obligations  of
NextGen  Acquisition  Inc.  under  the Term  Note  have  been  guaranteed  by GS
AgriFuels and by the following  affiliates:  GreenShift  Corporation,  GS Energy
Corporation,  GS  CleanTech  Corporation,  NextGen  Fuel Inc.,  Warnecke  Design
Services,  Inc.  and  Warnecke  Rentals,  LLC  (the  "Guarantors").  Each of the
Guarantors  has pledged its assets to secure its  guaranty.  For the nine months
ending September 30, 2007,  interest expense of $721,457 for this obligation was
incurred.  The  principal  balance  of  this  note at  September  30,  2007  was
$4,200,000.

NextGen - Selling Shareholders

On October 30, 2006, a wholly-owned subsidiary of GS AgriFuels purchased 100% of
the outstanding  capital stock of NextGen Fuel, Inc.  NextGen Fuel is engaged in
the   business   of   developing    and    distributing    esterification    and
transesterification  biodiesel  process  technologies.  The  purchase  price was
$21,204,437,  of which  $17,000,000  was paid at closing  and demand  notes were
issued to the selling shareholders totaling $4,204,437. $3,204,437 of the demand
notes are due on October 31, 2007 or sooner if NextGen Fuel has realized revenue
of  $7,500,000  subsequent  to the  acquisition  and  there  are no  claims  for
indemnification  by GS AgriFuels.  The remaining  $1,000,000  demand note,  with
interest at 6% per annum, is due to a sales consultant and is payable along with
accrued interest upon the payment by customers for biodiesel  production systems
totaling  forty  million  gallons  per year of  production  capacity,  paid on a
pro-rated basis such that the consultant shall receive payments of $250,000 with
each ten million gallon per year system on a pro-rated basis with NextGen Fuel's
receipt of cash payments for such system.  The principal  balance of the note at
September 30, 2007 was $4,060,032.  As of September 30, 2007, the Company was in
technical  default but both parties  have  verbally  agreed to an extension  and
expect to reduce the agreement to writing during the fourth quarter.

                                       17
<PAGE>

Sustainable Systems - Selling Shareholders

On March 26, 2007, GS AgriFuels  purchased the remaining 85% of the  outstanding
capital stock of Sustainable Systems,  Inc. Sustainable owns an oilseed crushing
facility in Culbertson, Montana, and is in the business of producing and selling
high oleic safflower, sunflower, and canola and other high value vegetable oils.
The purchase price was approximately $12.6 million of which $100,000 was payable
at  closing,   a  note  was  issued  for  approximately  $1.9  million  and  two
approximately  $3.55 million debentures were issued to the selling  shareholders
totaling  $9,004,018.  The $1.9  million  note is due upon  the  completion  and
commissioning of Sustainable's current plant expansion,  which is expected to be
completed in the first quarter of 2008.  It accrues  interest at 5% per annum to
be paid on a pro-rated basis at maturity.  For the nine months ending  September
30,  2007,  interest  expense of $54,137 for this  obligation  was  incurred and
accrued.

One of the convertible  debentures for approximately $3.55 million is due on the
first  anniversary  of the  closing.  The other,  also for  approximately  $3.55
million, is due on the second anniversary of the closing.  The debentures accrue
interest  at 5% per  annum  and  are to be  paid on a  pro-rated  basis  on each
relevant  maturity date. The  convertible  debentures  are  convertible  into GS
AgriFuels' common stock at the option of the holder any time after each of their
respective  maturity dates at a rate equal to the volume weighted  average price
of the  common  stock  for  the 20  trading  days  prior  to any  such  date  of
conversion,  with a  minimum  conversion  price  of  $4.50.  If at the  time  of
conversion  the market price of GS  AgriFuels'  common stock is less than $4.50,
the  difference  between  that stock price and $4.50 will be  multiplied  by the
number of  shares  due and that  amount  will be paid in cash.  The  convertible
debentures  may be  redeemed  with  cash by the  Company  at any  time  prior to
conversion by the holder without penalty.  GS AgriFuels'  obligations  under the
Note and the  convertible  debentures  are secured by GS AgriFuels'  Sustainable
common stock holdings.  For the nine months ending September 30, 2007,  interest
expense of $202,416 for these obligations was incurred and accrued.

Sustainable Systems - Inventory Financing

On February 5, 2007,  Sustainable Systems,  Inc., prior to becoming a subsidiary
of GS AgriFuels,  entered into an inventory  financing  agreement for $1,800,000
with American  State Bank. The Agreement  allows  American State Bank a security
interest in all  inventory  and any accounts  acquired  after the  agreement was
signed.  The  Agreement  accrues  interest  at a rate of 10% per annum.  Monthly
payments  consist  only of interest as of June 30,  2007 and  Sustainable  began
making  payments  toward the principal in May 2007. All amounts of principal and
interest  remaining  were  due on  September  1,  2007.  The  principal  and the
accompanying accrued interest in the amount of $138,350 were paid in full during
the nine months ended September 30, 2007.

Sustainable Systems - Accounts Receivable

On September 25, 1998, Sustainable Systems, Inc., prior to becoming a subsidiary
of GS AgriFuels, signed a note payable for $1,381,733 with First Community Bank.
The note is secured by an  interest in all the assets of  Sustainable  including
the accounts receivable. The note accrues interest at a rate of 7.68% per annum.
Monthly  payments  consist of principal and interest and a final payment will be
due on  September  25,  2013.  For the nine months  ending  September  30, 2007,
interest expense of $58,621 for these obligations was incurred.  As of September
30, 2007, the total principal balance on this note was $1,265,196.

Sustainable Systems - Term Notes

Sustainable   Systems  has  various  notes  payable  with  two  other   lenders.
Sustainable  has signed  three  notes  payable  with the Montana  Department  of
Agriculture  totaling $124,052.  All notes accrue interest at the rate of 3% per
annum with payments of principal and interest beginning March 6, 2011. The notes
are secured by an interest in various  equipment  including  eleven  pumps and a
solvent recovery system. For the nine months ending September 30, 2007, interest
expense of $2,933 for these obligations was incurred and accrued.

                                       18
<PAGE>

Sustainable has signed four notes with Great Northern  Development  with balance
at June  30,  2007 of  $1,105,921.  Three  of the  notes  totaling  $426,759  at
September  30,  2007 accrue  interest  at the rate of 6% per annum.  The payment
terms for the notes are as follows:  the $11,045  and  $126,514  notes are to be
paid off with 180 monthly payments  beginning  December 15, 2005 with a maturity
date of  November  15,  2020  and the  $289,200  note is to be paid off with 120
monthly  payments  beginning March 15, 2006 with a maturity date of February 15,
2016. The fourth note for $679,162  accrues interest at the rate of 5% per annum
with  payments  of  principal  only  through  November  2007 and  principal  and
interests  payments  until the maturity date of November 15, 2010.  For the nine
months  ending  September  30,  2007,  interest  expense  of  $66,061  for these
obligations was incurred.

On June 4, 2007, Sustainable Systems, Inc. issued an unsecured demand promissory
note in the amount of $250,000 with Sheridan  Electric  Co-Op,  Inc. in exchange
for the same amount of  pre-existing  accounts  payable to the holder.  The note
accrues  interest  at a rate of 6% per annum.  Monthly  payments  are due in the
amount of $1,500  starting June 1, 2007 and shall  continue until March 1, 2010.
Each  payment  shall  first be applied to the accrued  interest  and then to the
principal  balance.  For the nine  months  ending  September30,  2007,  interest
expense of $4,922 for these obligations was incurred.

NOTES PAYABLE - GREENSHIFT CORPORATION

Candent Corporation

During 2007, the Company and various of its subsidiaries  received an additional
$468,000 in cash funds from Candent in return for short term  promissory  notes.
Of this  amount,  $115,867  was repaid in the form of Company  common  stock and
$300,000 was repaid in the form of cash during 2007.

7        DERIVATIVES

In accordance  with SFAS No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion features associated with the convertible  debentures are variable and
contain an  embedded  derivative  that  requires  bifurcation  from their  hosts
contacts.  The Company has recognized the embedded derivatives as a liability at
the date the debentures were issued.

As of September 30, 2007 the change in the fair value of the derivative resulted
in an accounting gain of $4,074,780.  Amortization of the debt discount  totaled
$(702,161) and  $2,886,570 for the three and nine month periods ended  September
30, 2007, respectively.  The unamortized portion of the debt discount related to
the  derivatives was $4,979,716 at September 30, 2007. As of September 30, 2007,
the fair value of the derivative liabilities was $7,864,613.

8        DISPOSED TECHNOLOGY LICENSES

On January 14, 2006, General Ultrasonics Corporation,  a former subsidiary of GS
CleanTech,  acquired 70% of H2 Energy Solutions, Inc. H2 Energy owned the rights
to  certain  patented  ultrasonics  technologies  used  in  the  reformation  of
synthetic fuels.

On February 26, 2007, General Carbonics  Corporation,  a former subsidiary of GS
CleanTech,   acquired  patent-pending   technologies  involving  carbon  aerogel
composites  (United  States  Patent  Application  Nos.  10/327,300,  10/695,214,
10/800,993, 10/840,544, and 10/198,095) (the "GCC Technologies").

                                       19
<PAGE>

Effective July 1, 2007, GS CleanTech  converted the substantial  majority of its
investments  in General  Ultrasonics  Corporation,  H2 Energy  Solutions,  Inc.,
General Carbonics Corporation and Aerogel Composite,  Inc. (which investment had
been previously  written off) into senior secured demand notes in the amounts of
$1,574,191  (including an accretion  clause for  advances),  $261,327,  $191,427
(including   an  accretion   clause  for  residual   advances),   and  $500,000,
respectively (GS CleanTech had previously  written off its initial investment in
Aerogel Composite during 2006). In addition, effective July 1, 2007, the Company
assigned  all but 1,000  shares of the  shares  of each of  General  Ultrasonics
Corporation,  H2 Energy  Solutions,  Inc.,  General  Carbonics  Corporation  and
Aerogel  Composite,  Inc. back to certain  shareholders  of each  company.  Also
effective  July 1, 2007 GS  CleanTech's  chairman also resigned from the officer
and director posts previously held at General Ultrasonics, General Carbonics and
H2 Energy Solutions and the director post previously held at Aerogel  Composite.
GS  CleanTech  will  continue to hold an interest in the senior  secured  demand
notes but as it is highly doubtful these amounts will be collected, GS CleanTech
has taken a conservative  stance and has decided to writeoff these  investments.
Neither the Company,  nor any of its affiliates,  has any license or other right
to any  of the  technologies  of  General  Ultrasonics  Corporation,  H2  Energy
Solutions,  Inc., General Carbonics  Corporation and Aerogel Composite,  Inc. GS
CleanTech's sole interest in each of General Ultrasonics Corporation,  H2 Energy
Solutions,  Inc., General Carbonics Corporation and Aerogel Composite,  Inc. are
is 1,000 shares in each company and its senior secured loans in each company.

9        GOVERNMENT GRANTS

On September 28, 2006,  Sustainable  Systems, a subsidiary of GS AgriFuels,  was
awarded a $700,000 Workforce Innovation in Regional Economic Development (WIRED)
grant from the Montana Department of Commerce (MDOC).  This grant reimburses the
Company  for  expenses  related to  training  employees  in  gaining  skills and
competencies  needed to  obtain  or  upgrade  employment  skills in high  growth
industries or economic  sectors.  The Company is required to provide to the MDOC
detailed  documentation  regarding the projected  training  costs,  a hiring and
training plan as well as a commitment to provide the resources necessary for the
completion  of the training  project.  Sustainable  Systems will not obligate or
utilize  funds for any  activities  provided  for by the grant until the Company
submits  evidence to MDOC showing  evidence of the firm  commitment of the other
resources  necessary for the completion of the project per the WIRED application
that was approved by MDOC.  All project  funding had to be fully  committed  and
available  and the project  had to be ready to proceed  within six months of the
award of the grant (in April  2007).  MDOC will  evaluate  Sustainable  System's
progress a year from the contract date.

In November  2005,  Sustainable  Systems  was  awarded a $100,000  grant for the
research and development of a hydraulic fluid  technology from Montana grown oil
seed crops from the Montana Board of Research and  Commercialization  Technology
(MBRCT).  The grant  provides  funding to the  Company  for the  development  or
commercialization of new technology resulting from the grant within the State of
Montana.  The  Company  agrees to use the funds to develop the  hydraulic  fluid
project,  and create the agro-economics  necessary to begin processing  linoleic
safflower  seed variety  needed to produce the Company's  BioSeal  product.  The
original grant  terminated on October 26, 2006 but was renewed for an additional
year.  The  Company is  required  to provide  to the MBRCT  quarterly  financial
statements and progress reports.

Sustainable  recognized  $515,242 in grant income under the above grants,  WIRED
$487,327  and MBRCT  $27,915  during  the  period  from  March 6, 2007  (date of
acquisition) to September 30, 2007.

10       INCOME TAXES

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for  Uncertainty in Income  Taxes-An  Interpretation  of FASB Statement No. 109,
Accounting  for Income Taxes" ("FIN 48"), on January 1, 2007. As a result of the
implementation of FIN 48, the Company  recognized no material  adjustment in the
liability for unrecognized income tax benefits.  At the adoption date of January
1, 2007,  and at September 30, 2007,  there were no  unrecognized  tax benefits.
Interest and penalties  related to uncertain tax positions will be recognized in
income tax expense.  As of September 30, 2007, no interest  related to uncertain
tax positions had been accrued.

                                       20
<PAGE>

11       SEGMENT INFORMATION

GreenShift Corporation

GreenShift  currently  operates  six  business  segments:   Corporate,   Process
Engineering,   Environmental  Services,  Manufacturing,   Oilseed  Crushing  and
Feedstock  and Fuel  Production.  Summarized  financial  information  about each
segment is provided below:
<TABLE>
<CAPTION>
                                    Technology   Environmental       Equipment    Oilseed    Fuel Production
3 Months Ended 9/30/07 Corporate   Development        Services   Manufacturing   Crushing    Equipment Sales     Total
-----------------------------------------------------------------------------------------------------------------------
Revenue
<S>                   <C>            <C>          <C>             <C>          <C>              <C>          <C>
   2007               (324,755)      347,994      3,975,197       1,316,599    1,925,248        7,278,426    14,518,709
   2006                 745,893      265,008      3,626,830       1,314,279            -                -     5,952,010

Net Income (Loss)
   2007               7,254,319    (140,659)        123,841         461,456    (134,055)        3,154,772    10,719,674
   2006               (321,301)    (569,906)         67,379       (373,725)            -                -   (1,197,553)

9 Months Ended 9/30/07
Revenue
   2007             (2,744,657)      532,275     11,276,402       4,572,435    4,206,338        7,278,425    25,121,218
   2006               3,151,509      457,324     10,152,973       3,498,843            -                -    17,278,888

Net Income (Loss)
   2007            (14,947,304)  (1,352,685)        289,991         394,260    (319,629)        3,200,824  (12,734,543)
   2006             (6,449,311)  (1,260,792)      (160,316)     (1,244,420)            -                -   (9,114,839)
</TABLE>

<TABLE>

GS CleanTech Corporation
<CAPTION>
                                            Technology     Co-Product       Process      Environmental
3 Months Ended 9/30/07        Corporate    Development     Extraction   Engineering           Services       Total
------------------------------------------------------------------------------------------------------------------
Revenue
<S>                          <C>             <C>                  <C>           <C>        <C>           <C>
   2007                               -        347,994             --            --        3,975,197     4,323,191
   2006                               -        265,008             --            --        3,626,830     3,891,838

Net Income (Loss)
   2007                       (715,863)      (140,659)              -             -          123,841     (732,861)
   2006                         404,836      (569,906)              -             -           67,379      (97,691)

9 Months Ended 9/30/07
Revenue
   2007                               -        532,275              -             -       11,276,402    11,808,677
   2006                               -        457,324              -             -       10,152,973    10,610,297

Net Income (Loss)
   2007                       1,756,756    (1,352,685)              -             -          289,991       694,062
   2006                     (5,059,330)    (1,260,792)              -             -        (160,316)   (6,480,438)
</TABLE>

<TABLE>
GS AgriFuels Corporation
<CAPTION>
                                            Fuel Production          Oilseed      Feedstock & Fuel
3 Months Ended 9/30/07        Corporate     Equipment Sales         Crushing     Production & Sales          Total
------------------------------------------------------------------------------------------------------------------
Revenue
<S>                         <C>                   <C>              <C>                        <C>      <C>
   2007                              --           7,278,426        1,925,248                    --       9,203,674
   2006                              --                  --               --                    --              --

Net Income (Loss)
   2007                     (1,802,154)           3,154,772        (134,055)                    --       1,218,563
   2006                       (369,544)                  --                -                    --       (369,544)

9 Months Ended 9/30/07
Revenue
   2007                              --           7,278,425        4,206,338                    --      11,484,763
   2006                              --                  --               --                    --              --

Net Income (Loss)
   2007                     (8,065,588)           3,200,824        (319,629)                    --     (5,184,394)
   2006                       (641,127)                  --               --                    --       (641,127)

</TABLE>
<TABLE>

                                       21
<PAGE>

GS Energy Corporation
<CAPTION>
                                                   Equipment
3 Months Ended 9/30/07        Corporate        Manufacturing            Total
--------------------------------------------------------------------------------
Revenue
<S>                           <C>                 <C>              <C>
   2007                              --           1,316,599        1,316,599
   2006                              --           1,314,279        1,314,279

Net Income (Loss)
   2007                        (18,648)             480,104          461,456
   2006                       (359,982)             (13,743)        (373,725)

9 Months Ended 9/30/07
Revenue
   2007                              --          4,572,435         4,572,435
   2006                           1,275          3,497,568         3,498,843

Net Income (Loss)
   2007                        (98,801)            493,061           394,260
   2006                     (1,557,158)            312,738        (1,244,420)
</TABLE>

12       ACQUISITIONS

The Company follows SFAS No. 141, "Business  Combinations." Under this standard,
business  acquisitions  are accounted for under the purchase method and goodwill
represents the excess of the purchase price of a business  acquisition  over the
fair market  value of the net assets  acquired at the date of  acquisition.  The
statement also requires the recognition of acquired intangible assets apart from
goodwill if it arises from contractual and other legal rights.  If an intangible
does not arise from contractual or other legal rights, it shall be recognized as
an asset apart from goodwill only if it is capable of being separated or divided
from the acquired entity and sold, transferred,  licensed, rented, or exchanged.
For transfers of assets under common control,  the Company follows provisions of
Appendix D of SFAS No. 141.

GS AGRIFUELS CORPORATION

On January 16, 2007, GS AgriFuels  executed an agreement with Fulton  Biodiesel,
LLC, a subsidiary of Homeland Energy Biofuels,  LLC ("Homeland  Energy") to form
GS Fulton  Biodiesel LLC ("GS Fulton  Biodiesel").  The  agreement  calls for GS
AgriFuels to own 80% of this company which will  construct a ten million  gallon
per year biodiesel plant in Fulton, New York. GS AgriFuels results of operations
for the period  include the results of  operations of GS Fulton  Biodiesel,  LLC
from January 15, 2007 through  September 30, 2007.  The  agreement  additionally
calls  for  Homeland  Energy  to  contribute   executed  feedstock  and  offtake
agreements  that  are  sufficient  for  the  biodiesel   facility  to  meet  its
profitability   goals.   Homeland  Energy  has  not  to  date  contributed  such
agreements.  Construction  activities  for this facility will commence after the
Homeland  Energy  agreements  have been  obtained  and  sufficient  financing is
secured.  This  facility  is intended  to be  co-located  at the same site as GS
AgriFuels'  wholly-owned GS Northeast Biodiesel  facility.  NextGen is part to a
settlement  and services  agreement  that requires the payment of $660,000 to an
engineering  and design  firm for  technical  services  to be  provided  for the
construction  of the  facility.  As of December  31,  2006  NextGen  Fuel,  Inc.
deposited $220,000 into an escrow account under the terms of this agreement. The
engineering and design firm subsequently  refused to accept payment and disputes
certain  provisions  of the  settlement  and services  agreement  and the escrow
amount was  returned.  GS AgriFuels  is  developing  a second  wholly-owned  ten
million  gallon  per year  biodiesel  plant in Fulton,  New York ("GS  Northeast
Biodiesel")  that is being  designed to convert ten million  gallons per year of
crude corn oil into  biodiesel.  GS AgriFuels is party to an agreement  with its
affiliated corn oil extraction  technology  provider,  GS Ethanol  Technologies,
Inc. for the supply of crude corn oil extracted  from a co-located  corn ethanol
facility and other nearby  facilities.  While the financing for the construction
of the  biodiesel  facility  is  currently  pending,  GS Ethanol  has  commenced
engineering and procurement of its associated corn oil extraction systems.

On March 6, 2007,  GS  AgriFuels  completed  the  acquisition  of the  remaining
approximately 85% of the outstanding capital stock of Sustainable Systems,  Inc.
The total  negotiated  purchase  price was  $12,657,093,  to be paid as follows:
$100,000 in a short term note payable,  notes payable  issued to the sellers for
$1,900,000, two convertible debenture issued to the sellers totaling $7,104,018,
and  $3,553,075  in GS  AgriFuels'  common stock at an agreed upon fair value of
$4.50  per  share.  The  $1.9  million  note  is due  upon  the  completion  and
commissioning  of Sustainable's  current plant expansion.  The two $3.55 million
debentures  are due on the  first  anniversary  of the  closing  and the  second
anniversary  of the  closing,  respectively.  The Company  engaged a third party
valuation  expert  who is in the  process  of  determining  the  purchase  price
allocation.  The  excess of the  purchase  price  over the net  assets  has been
recorded as Goodwill in the amount of  $13,189,668  as of September 30, 2007. GS
AgriFuels'  results  of  operations  for  the  period  include  the  results  of
operations of Sustainable Systems from March 6, 2007 through September 30, 2007.

                                       22
<PAGE>

GS  AgriFuels  is party to a  Development  Services  Agreement  with Mean  Green
Biodiesel  of Georgia,  LLC (f/k/a  Cantrell  Winsness  Technologies,  LLC) that
includes  assignment of rights in and to the Company's planned biodiesel project
in Memphis, Tennessee. The terms of this agreement include reimbursement by Mean
Green Biodiesel of Georgia,  LLC of expenses  incurred by the Company both prior
and  subsequent  to the execution of the  Development  Services  Agreement,  the
retention  of 9% equity  ownership  stake by the  Company  in first ten  million
gallon per year facility  developed for Mean Green Biodiesel of Georgia,  LLC at
the site, and the purchase of one ten million  gallon per year biodiesel  system
from NextGen  Fuel,  Inc.  Mean Green  Biodiesel  of Georgia,  LLC is owned by a
former consultant to the Company. GS AgriFuels may decide to co-locate a wholly-
or majority-owned  biodiesel  production facility at the Memphis site but has no
current plans to do so.

GS CLEANTECH CORPORATION

GS EnviroServices - Reverse Merger

On March 19, 2007, GS  EnviroServices,  Inc., a subsidiary of GS CleanTech,  and
its  wholly  owned   subsidiaries,   Enviro-Safe   Corporation  and  Enviro-Safe
Corporation (NE) (f/k/a/ Jones Environmental Services (NE) Inc.) entered into an
Agreement   and  Plan  of  Merger  and   Reorganization   ("Merger")   with  TDS
(Telemedicine),  a  publicly  held  corporation.   Pursuant  to  the  Agreement,
19,000,000 shares of GS EnviroServices' common stock were issued to GS CleanTech
in exchange  for the purchase of GS  EnviroServices  and its  subsidiaries.  The
individuals  who were  shareholders  of TDS  (Telemedicine),  Inc.  prior to the
Merger  retained  4,000,000  shares of common stock in the public  company.  The
Merger has been  accounted  for as a  reorganization  of entities  under  common
control.  The above  transaction  has been  accounted  for as a  reverse  merger
(recapitalization)  with GS  EnviroServices,  Inc.  being deemed the  accounting
acquirer  and  TDS   (Telemedicine)   Inc.  being  deemed  the  legal  acquirer.
Accordingly,  the historical  financial  information  presented in the financial
statements is that of GS EnviroServices,  Inc. as adjusted to give effect to any
difference in the par value of the issuer's and the accounting  acquirer's stock
with an offset to  additional  paid in  capital.  The  basis of the  assets  and
liabilities  of  GS  EnviroServices,   Inc.  and  subsidiaries,  the  accounting
acquirer, has been carried over in the recapitalization.

On  May  25,  2007,  GS  EnviroServices  completed  the  reincorporation  of TDS
(Telemedicine)  Inc. by  changing  its state of  incorporation  from New York to
Delaware.   Under  the  Merger   Agreement,   TDS   merged   with  and  into  GS
EnviroServices,  Inc., a Delaware Corporation. As of May 25, 2007, TDS ceased to
exist and GS EnviroServices  will continue to operate the New York Corporation's
business under the name "GS EnviroServices, Inc."

GS EnviroServices - Acquisition of Vertex Environmental Services, Inc.

On April 9, 2007,  GS  EnviroServices  acquired  certain  assets of the Remedial
Construction Group of Vertex Environmental  Services, Inc. GS EnviroServices has
incorporated  this team of  professionals  with the field service division of GS
EnviroServices's  subsidiary Enviro-Safe Corporation.  With this acquisition, GS
EnviroServices  will expand operations into the southern New England area with a
new Rhode Island  facility.  We believe this acquisition will enhance and expand
our  business  with  minimal  capital  outlay.  This  expansion  of our existing
services through this strategic  acquisition will generate  incremental revenues
from existing and new customers. Operations of this acquisition from the date of
acquisition  through  June  2007  have  been  included  in  GS  EnviroServices's
consolidated statement of operations. . In accordance with these statements, the
excess  purchase  price over the assets  acquired has been recorded as goodwill.
The following table summarizes the acquisition detailed above:


Cash paid directly to seller from Line of Credit              $          387,000
Cash paid directly to seller                                              43,000
   Closing costs                                                          17,842
                                                              ------------------
   Total purchase cost                                        $          447,842
                                                              ==================
Allocation of purchase price:
   Tools and equipment                                        $           26,826
   Excess purchase price over fixed assets acquired                      421,016
                                                              ------------------
   Total assets acquired                                      $          447,842
                                                              ==================

                                       23
<PAGE>

13       DISPOSAL OF MINORITY INVESTMENTS

During the three months ended  September 30, 2007, GS CleanTech  liquidated  its
holdings  in  Ovation  Products  Corporation,  TerraPass,  Inc.,  and Air  Cycle
Corporation for $945,000, $402,000 and $335,000, respectively, in cash.

On January 14, 2006, General Ultrasonics Corporation,  a former subsidiary of GS
CleanTech,  acquired 70% of H2 Energy Solutions, Inc. H2 Energy owned the rights
to  certain  patented  ultrasonics  technologies  used  in  the  reformation  of
synthetic fuels.

On February 26, 2007, General Carbonics  Corporation,  a former subsidiary of GS
CleanTech,   acquired  patent-pending   technologies  involving  carbon  aerogel
composites  (United  States  Patent  Application  Nos.  10/327,300,  10/695,214,
10/800,993, 10/840,544, and 10/198,095) (the "GCC Technologies").

Effective July 1, 2007, GS CleanTech  converted the substantial  majority of its
investments  in General  Ultrasonics  Corporation,  H2 Energy  Solutions,  Inc.,
General Carbonics Corporation and Aerogel Composite,  Inc. (which investment had
been previously  written off) into senior secured demand notes in the amounts of
$1,574,191  (including an accretion  clause for  advances),  $261,327,  $191,427
(including   an  accretion   clause  for  residual   advances),   and  $500,000,
respectively (GS CleanTech had previously  written off its initial investment in
Aerogel Composite during 2006). In addition, effective July 1, 2007, the Company
assigned  all but 1,000  shares of the  shares  of each of  General  Ultrasonics
Corporation,  H2 Energy  Solutions,  Inc.,  General  Carbonics  Corporation  and
Aerogel  Composite,  Inc. back to certain  shareholders  of each  company.  Also
effective  July 1, 2007 GS  CleanTech's  chairman also resigned from the officer
and director posts previously held at General Ultrasonics, General Carbonics and
H2 Energy Solutions and the director post previously held at Aerogel  Composite.
GS  CleanTech  will  continue to hold an interest in the senior  secured  demand
notes but as it is highly doubtful these amounts will be collected,  the Company
has taken a conservative  stance and has decided to writeoff these  investments.
Neither GS CleanTech, nor any of its affiliates,  has any license or other right
to any  of the  technologies  of  General  Ultrasonics  Corporation,  H2  Energy
Solutions,  Inc., General Carbonics  Corporation and Aerogel Composite,  Inc. GS
CleanTech's sole interest in each of General Ultrasonics Corporation,  H2 Energy
Solutions,  Inc., General Carbonics Corporation and Aerogel Composite,  Inc. are
its 1,000 shares in each company and its senior secured loans in each company.

14      RELATED PARTY TRANSACTIONS

TRANSACTIONS WITH VIRIDIS CAPITAL, LLC

On March 30,  2007 the Board of  Directors  of the  Company  authorized  that in
return for Viridis'  satisfaction  of any debt to Global  under the  Forbearance
Agreement,  the Company would issue to Viridis a new unsecured  convertible term
debenture,  on a dollar for dollar basis,  with a term of five years and a fixed
interest rate of 5%. The  debenture is  convertible  into the  Company's  common
stock at the greater of $0.20 per share or 100% of the closing  market price for
the Company's common stock at the time of conversion.  A derivative liability of
$1,378,336  was recorded at the  assumption  date. As of September 30, 2007, the
balance due to Viridis was  $295,358.  The gain on the fair market  value of the
derivative  liability  was  $1,437,408  and interest  expense of $4,923 has been
accrued. See Note under Candent Corporation. Viridis Capital has also guaranteed
all debt company-wide.

TRANSACTIONS WITH CANDENT CORPORATION

During  2005 and 2006,  the Company  and  various of its  subsidiaries  issued a
series of convertible debentures to Candent Corporation in return for cash funds
invested in the Company and various of its subsidiaries. As of December 31, 2006
the total amount due to Candent  Corporation  was  $2,625,763,  which amount was
convertible  into  Company  common stock at the lesser of $0.10 per share or the
average of the three lowest closing market prices of the Company's  common stock
for the thirty  days  preceding  conversion,  with a  conversion  price floor of
$0.005,  provided  that  Candent  may  not  receive  shares  issuable  upon  any
permissible  conversion of any portion of its debentures  where such  conversion
would bring the  shareholder to greater than 4.95% of the Company's  outstanding
common  stock.  The former  president  of  Candent is the wife of the  Company's
chairman.  All of the issued and outstanding capital stock held by Candent is in
trust for the benefit of its former president.

During the nine months ended  September 30, 2007,  the Board of Directors of the
Company  negotiated and entered into an agreement with Candent pertaining to the
cancellation of the debentures issued to Candent. This agreement was executed on
September  12,  2007  and  provided  for  the   cancellation  of  $2,625,763  in
convertible  debentures  effective  December 31, 2006. The debentures  that were
cancelled  included  $2,112,896  in  convertible  debentures  due to Candent and
$512,867 in the convertible debentures owed to Viridis since the debentures owed
to Candent were reduced by $550,000  during the nine months ended  September 30,
2007. The agreement  also called for the waiver of all accrued  interest owed to
Candent  and a  one-time  conversion  of  $300,000  into 10  million  shares  of
GreenShift common stock.

                                       24
<PAGE>
TRANSACTIONS WITH TOM SCOZZAFAVA AND SEAWAY VALLEY FUND

On  December  28,  2006,  GS  AgriFuels  issued to  Seaway  Valley  Fund,  LLC a
convertible  debenture  due December 28, 2008 with a face amount of $250,000 for
monies received in January 2007 by GS AgriFuels from Seaway Valley in the amount
of $250,000.  This debenture and the accompanying accrued interest in the amount
of $7,726 were paid in full during the nine months ended September 30, 2007. The
controlling  member  of  Seaway  Valley  is GS  AgriFuels'  President  and Chief
Executive Officer.

OTHER RELATED PARTY TRANSACTIONS

In August 2006 GS AgriFuels paid a $200,000  deposit to Warnecke Design Service,
Inc.  for the purchase of a NextGen  Fuel 10 million  gallon per year  biodiesel
system.  The total  purchase  price for this  system  is  $3,200,000,  and it is
expected that GS AgriFuels will take delivery of the system during 2008.

NextGen Fuel, Inc. has an exclusive manufacturing agreement with Warnecke Design
Service,  Inc., a  subsidiary  of GS Energy,  which is in turn a  subsidiary  of
GreenShift, for the design, fabrication, assembly, testing, and commissioning of
NextGen  Fuel's  biodiesel  production  systems.  During the nine  months  ended
September 30, 2007, GS AgriFuels paid deposits under the manufacturing agreement
totaling approximately $200,000 to Warnecke and had accounts payable and accrued
expenses of $250,620 due to Warnecke at September 30, 2007.

During the nine months ended September 30, 2007, GS CleanTech  borrowed  $30,000
from David Winsness,  GS CleanTech's  Chief Executive  Officer.  The note is non
interest bearing and payable upon demand.

In June 2007,  GS  CleanTech  sold its 3%  investment  in General  Hydrogen  for
$135,223.  The Company  realized a $364,777 loss on the sale of this investment.
The Company's parent received  $110,233 of proceeds and $25,000 by GS Carbon, an
affiliate of the Company.  GS CleanTech recorded a note receivable in the amount
of $110,223 from the Company's parent and $25,000 from GS Carbon.  These amounts
were subsequently forgiven and credited to additional paid in capital at the end
of the quarter.

On May 11, 2007,  the Board of Directors  of GS CleanTech  Corporation  voted to
make a capital  contribution  to GS  EnviroServices.  As a result  the  $585,156
intercompany loan balance due from GS EnviroServices to GS CleanTech was reduced
to zero. The total balance was credited to additional paid in capital.

On September 30, 2007, the Board of Directors of GreenShift Corporation voted to
make  a  capital  contribution  to  GS  CleanTech.  As  a  result  the  $576,397
intercompany  loan  balance  and  accrued  interest  due  from GS  CleanTech  to
GreenShift  was reduced to zero.  The total  balance was credited to  additional
paid in capital.

During the nine months ended  September 30, 2007,  the Company paid $4,952 to R.
Green  Management  for  services,  a company owned and operated by a relative of
James F. Green, President and chief executive officer of GS EnviroServices.

15       DISCONTINUED OPERATIONS

During the year ended  December  31, 2006,  the GS CleanTech  Board of Directors
adopted  a plan  for the  sale of the GS  CleanTech's  environmental  consulting
business,  which was  located in Mount  Arlington,  New Jersey and  operated  by
EnviroSciences  Inc.  On May 4, 2007,  GS  CleanTech  executed a Share  Purchase
Agreement  with the former owners of  EnviroSciences  with an effective  date of
January 1, 2007. In exchange for the outstanding shares of EnviroSciences, Inc.,
the former owners agreed the pay $250,000 to the Company,  which amount was paid
as of June 30, 2007. GS CleanTech recognized a gain of $2,494,946 from the sale.
A breakdown of this purchase is as follows:

Cash received on purchase                                        $   250,000
Assets disposed of                                                 1,298,382
Liabilities disposed of                                           (3,543,328)
                                                                ------------
Net gain on disposals of assets and liabilities                    2,244,946
                                                                ------------
Total gain on sales of discontinued operations                   $ 2,494,946
                                                                ------------

On October 24, 2005, the GS CleanTech  Corporation  Board of Directors adopted a
plan to close the Paterson,  New Jersey recycling  facility operated by American
Metal Recovery  Corporation  ("AMRC").  The plan included the discontinuation of
the  operations of Metal Recovery  Transportation  Corporation  ("MRTC")  during
2005, as well. The decision to terminate operations at the Paterson facility was
made due to overall  economic  factors,  in particular the decreasing  volume of
inorganic,  metal  bearing  wastes  suitable  for  recycling.  AMRC  has  ceased
accepting waste and has removed all hazardous waste from the facility.  AMRC has
disposed  of all of the  equipment  and  cleaned  the  facility  as  required by
regulation and surrendered the premises on December 31, 2005. The results of the
recycling business are recorded as discontinued operations.

                                       25
<PAGE>

On July 1,  2007,  the  Company  sold its  interest  in  Seaway  Valley  Capital
Corporation (f/k/a GS Carbon Corporation) ("GS Carbon"). In addition, on July 1,
2007,  GS CleanTech  acquired  100% of the capital  stock of GS Carbon  Trading,
Inc., a subsidiary  of GS Carbon.  Certain  convertible  debentures  and related
discounts and derivative  liabilities  remained with GS Carbon after the sale of
GS  Carbon  Trading,   Inc.  These  convertible   debentures  are  reflected  in
discontinued  operations.  As a result of the disposal of GS Carbon Corporation,
the Company realized a gain on disposal of discontinued operations of $9,765,281
for the nine months ended September 30, 2007.

The components of discontinued operations for the nine months ended September
30, 2007 and 2006 are as follows:
<TABLE>
<CAPTION>
                                                             2007            2006
                                                     ------------    ------------

<S>                                                  <C>             <C>
Net revenues .....................................   $     18,900    $  3,154,573
Cost of revenues .................................         12,126       1,854,103
                                                     ------------    ------------
Gross profit .....................................          6,774       1,300,470
                                                     ------------    ------------
Selling, general and administrative expense ......      2,787,867         846,388
                                                     ------------    ------------
Income from operations ...........................     (2,781,093)        454,082
                                                     ------------    ------------
Other income and expenses, net ...................     (6,661,111)        (66,042)
                                                     ------------    ------------
Total other income and expense ...................     (6,661,111)        (66,042)
                                                     ------------    ------------
Income before provision for income taxes .........           --           338,039
Total provision for tax ..........................         (3,069)        114,873
                                                     ------------    ------------
Net income (loss) from discontinued operations ...     (9,445,273)        (41,072)
                                                     ------------    ------------
Gain (loss) on disposal of discontinued operations     12,260,227            --
                                                     ------------    ------------
Total income (loss) - discontinued operations ....   $  2,814,954    $    273,166
                                                     ============    ============
</TABLE>

The results presented above for 2007 and 2006 include the operating activity for
the discontinued operations for the three and nine month periods. Assets and
liabilities of the discontinued businesses were reported as net assets and net
liabilities (current and net of current) of discontinued operations at September
30, 2007.

Assets and liabilities of discontinued operations as of September 30, 2007 are
as follows:

Non-current assets of discontinued operations
Other assets .......................................   $   7,500
                                                       ---------
Total assets of discontinued operations ............       7,500
                                                       =========

Current liabilities of discontinued operations:
Accounts payable ...................................     254,958
Accrued Expenses ...................................     168,134
                                                       ---------
Total current liabilities of discontinued operations     423,092
                                                       ---------

Net liabilities of discontinued operations .........   $(415,592)
                                                       =========

                                       26
<PAGE>
16       COMMITMENTS AND CONTINGENCIES

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


GS  EnviroServices,  Inc. is a plaintiff  in a matter  where it seeks to recover
$32,907 for  services  performed.  The  customer  filed a  counter-claim  for an
alleged breach of contract in the amount of $116,000.  The Company believes that
the  alleged   defaults  are  without  merit  and  has   commenced   litigation.
Additionally,  management believes that the final resolution of this matter will
not have a material  adverse effect on the Company's  financial  position,  cash
flows or results of operations.

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

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

In  February  2007,  GS  CleanTech  received a notice from the state of New York
Department  of  Environmental   Conservation   that  it  may  be  a  Potentially
Responsible Party in connection with the mandatory  clean-up of a treatment site
maintained  by Frontier  Chemical,  to whom GS CleanTech  transferred  hazardous
materials in the past. GS CleanTech is investigating the matter.  However, as of
September 30, 2007, liability has not been ascertained and amount of loss cannot
be reasonably estimated.  Therefore,  GS CleanTech has made no allowance for any
financial responsibility at this time.

On  February  28,  2007 the  Company  issued  to  Kerns  Manufacturing  Corp.  a
convertible  debenture in the principal  amount of $1,000,000 in settlement of a
pending legal action. The convertible debenture was payable on June 30, 2007 and
did not bear  interest.  The Company failed to pay the principal due on June 30,
2007. Therefore,  Kerns filed a motion for summary judgment in lieu of complaint
in the Supreme Court of the State of New York, Queens County, seeking $1,000,000
in damages and  ancillary  relief.  GS  CleanTech  subsequently  entered into an
amended agreement dated September 10, 2007 extending the due date to January 15,
2008.

The Company is party to the matter  entitled  LeBlanc v. Tomoiu,  et. al., which
action was filed in the Superior Court of  Connecticut.  The verified  complaint
seeks damages relating to the acquisition by General Ultrasonics of the stock of
H2 Energy Solutions, Inc. from substantially all of its shareholders, as well as
attorney's fees and costs.  The Company has responded to the verified  complaint
and denies any liability.

The Company is party to the matter  entitled  O'Brien & Gere  Limited,  et al v.
NextGen Chemical Processors, Inc., et al., which action was filed in the Supreme
Court of the State of New York.  The  verified  complaint,  which also names the
Company and certain of its affiliates, seeks performance of and damages relating
to certain service and related agreements,  plus attorney's fees and costs. This
matter relates to the provision by plaintiffs of certain engineering services to
NextGen Chemical Processors,  Inc. ("NCP") during 2005 and 2006. NCP is owned by
the former shareholders of our recently acquired NextGen Fuel, Inc., subsidiary.
The Company has responded to the verified  complaint  and denies any  liability.
The Company  estimates  that the legal fees for our defense will be nominal,  if
any, as the sellers have been paying the fees to date.  On  September  19, 2007,
the Supreme Court of the State of New York  dismissed a  significant  portion of
O'Brien & Gere's complaint with prejudice.

                                       27
<PAGE>
 17       RESTATEMENT OF PRIOR PERIODS

In its Annual  Report on Form 10-KSB for the year ended  December 31, 2006,  the
Company disclosed in Note 21 to the Financial Statements the following:

          A  subsidiary  of GS Carbon that was  spun-off  from GS Carbon in 2006
          issued debt  instruments in the principal  amount of $498,074  several
          years ago. GS Carbon was  recently  presented  with  evidence  that GS
          Carbon may be liable for payment of the debts. GS Carbon's  management
          is actively  investigating the facts and circumstances with respect to
          the debts,  and is not able to determine at this time if GS Carbon has
          liability for the debts.

On July 26, 2007,  GS Carbon (now known as Seaway  Valley  Capital  Corporation)
determined it was liable for  approximately  $498,000 of convertible  debt along
with approximately $59,000 of related derivative  liabilities at the acquisition
date and that it existed at December 31, 2006 and March 31, 2007. On October 12,
2007 the Company filed an amended Form 10-KSB/A for the year ended  December 31,
2006 and an amended 10QSB/A for the quarter ended March 31,2007.

18       SUBSEQUENT EVENTS

CONVERTIBLE DEBENTURE

During  October 2007, the Company issued a debenture in the amount of $25,000 to
Viridis  Capital.  This  convertible  debt  has a term  of five  years,  a fixed
interest rate of 5%, and is convertible  into the Company's  common stock at the
greater of $0.20 per share or 100% of the closing market price for the Company's
common  stock  at the time of  conversion.  At  November  14,  2007 the  Viridis
debenture payable was $195,000.  Viridis Capital is the majority  shareholder of
the Company and is wholly owned by the Company's chairman.

MANAGEMENT

On October 3, 2007 GS AgriFuels' Board of Directors  appointed Edward R. Carroll
to serve as GS AgriFuels' Chief Financial Officer. At the same time,  GreenShift
Corporation,  the parent of GS AgriFuels,  appointed Mr. Carroll to serve as its
Chief Operating Officer.  GreenShift  Corporation will pay Mr. Carroll an annual
salary of $150,000 for services on behalf of both  GreenShift  and GS AgriFuels,
and will  allocate an  appropriate  portion of the payments to its  intercompany
account  with GS  AgriFuels.  Mr.  Carroll  will  also  receive  a bonus  at the
discretion of the GreenShift Board of Directors.

On October 3, 2007,  Kevin  Kreisler  resigned  from his  position  as the Chief
Financial  Officer for GS  AgriFuels.  On the same date,  the Board of Directors
appointed Mr. Kreisler to the position of Chief Operating Officer.  Mr. Kreisler
will remain a member of the GS AgriFuels Board of Directors.

On October 3, 2007, GS AgriFuels' Board of Directors appointed Thomas Scozzafava
to serve on its Board of Directors. Mr. Scozzafava has been GS AgriFuels' Chief
Executive Officer since December 2006.

JOINT VENTURE

After the end of the  third  quarter,  GS  AgriFuels  formed a 67%  owned  joint
venture with Ralston International Brazil LTDA.

RESTRUCTURING

On November 9, 2007, the Company  announced that the proposed  merger between GS
Energy  Corporation  and GS AgriFuels has been  cancelled.  The proposed  merger
between the Company and GS CleanTech has also been cancelled.

On November 9, 2007,  GS  CleanTech  and GS AgriFuels  agreed to  terminate  the
license  agreement  dated July 1, 2007  pursuant to which GS AgriFuels  had been
obtaining raw materials from GS CleanTech.  GS CleanTech will continue to supply
raw  materials to GS  AgriFuels,  but on terms to be  determined  at the time of
shipment.

On November 9, 2007, GreenShift  transferred its 60% stake in GS AgriFuels to GS
CleanTech. GS CleanTech plans to transfer its corn oil assets to GS AgriFuels in
return for a term not issued at fair value  after the  Company  has  received an
independent  fairness opinion  relative to the terms of the transfer.  These two
transfers will  consolidate  the Company's  extraction and biodiesel  operations
within GS AgriFuels.

GreenShift  will  convert out of its  preferred  stock in GS  CleanTech  into GS
CleanTech's  common stock and then  distribute 100% of its stake in GS CleanTech
on a pro-rated  basis to all of  GreenShift's  shareholders.  GS CleanTech  will
complete a 1:50 reverse stock split as soon as possible

On  November  9,  2007  GreenShift,  which  owns  the  majority  interest  in GS
AgriFuels, contributed to GS CleanTech's capital 24,000,000 shares of the common
stock  and  621,347  shares  of the  Series C  preferred  stock of GS  AgriFuels
Corporation,  representing  about 60% of the  outstanding  fully diluted capital
stock of GS AgriFuels.  On November 9, 2007  GreenShift  also  contributed to GS
CleanTech's capital 160,000,000 shares of common stock and 919,000 shares of the
Series D  preferred  stock of GS  Energy  Corporation,  representing  75% of the
outstanding capital stock of GS Energy.

                                       28
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

In  addition  to  historical   information,   this  Quarterly   Report  contains
forward-looking statements, which are generally identifiable by use of the words
"believes,"  "expects,"  "intends,"   "anticipates,"  "plans  to,"  "estimates,"
"projects," or similar expressions. These forward-looking statements are subject
to certain  risks and  uncertainties  that could cause actual  results to differ
materially from those  reflected in these  forward-looking  statements.  Factors
that might  cause such a  difference  include,  but are not  limited  to,  those
discussed  in the section  entitled  "Description  of  Business - Business  Risk
Factors".   Readers  are  cautioned  not  to  place  undue   reliance  on  these
forward-looking  statements,  which reflect management's opinions only as of the
date  hereof.  We  undertake  no  obligation  to revise or publicly  release the
results of any revision to these forward-looking statements

OVERVIEW OF OUR BUSINESS

GreenShift   develops  and  commercializes   technologies  that  facilitate  the
efficient  use of  natural  resources.  Our  approach  is to target  and  reduce
inefficient use of resources in existing production processes by

     >>   developing and implementing incremental advances in technologies
     >>   that integrate into and leverage established production infrastructure
          and distribution channels
     >>   to enable increased and sustainable profits by decreasing raw material
          needs,  facilitating  co-product reuse, and reducing the generation of
          wastes and emissions.

These incremental shifts forward in both economic and environmental gain - green
shifts - are at the core of our technology  commercialization philosophy and the
basis of our business model.  Our initial focus is on the  agriproducts  sector,
where we have identified,  acquired and commercialized  technologies that create
value-added co-product, waste extraction and refining opportunities.

GreenShift  has over 151 employees and our  operations  consist of the following
functional groups:

     >>   research and development,
     >>   process engineering services,
     >>   specialty equipment manufacturing (including prototyping and pilot and
          full-scale project support),
     >>   fat, oil and oilseed extraction and processing,
     >>   biodiesel and other renewable fuels production, and
     >>   environmental services.

OPERATIONS AND BUSINESS STRATEGY

Since inception in April 2005,  GreenShift has raised and deployed more than $45
million in capital to successfully:  (i) acquire and develop  technologies  that
are  capable  of  cost-effective   "plug-and-play"   integration  into  existing
agriproducts  plants;  (ii) develop the go-to-market  capabilities  necessary to
bring these technologies to market; (iii) complete early-stage commercialization
and finalize the application of the first two of these  technologies;  (iv) sell
and  commission  early-adopter  and  commercial  implementations  of  these  two
technologies (five separate facilities are in continuous  production today); (v)
execute   agreements  that  are  vital  to  the  foundation  of  our  long  term
commercialization  plans,  and,  importantly,  (vi) initiate cash flows with our
technologies.

Our  operations are currently  focused on sales and earnings  growth through the
deployment  and  commissioning  of corn oil  extraction  systems,  the  sales of
biodiesel equipment, the financing, construction and operation of our co-located
corn oil  biodiesel  production  facilities,  the expansion and operation of our
oilseed crush plant, and the growth of our environmental  services group.  These
operations are currently administered in the following  subsidiaries,  which are
shown here with their current focus and longer-term strategic goals:

<TABLE>
<CAPTION>
Company                                                                                                   Business Model
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
GS CleanTech Corporation (OTCBB: GSCT)      Emerging Technology Development, Co-Product Extraction & Process Engineering
GS AgriFuels Corporation (OTCBB: GSGF)               Fuel Production, Oilseed Crushing & Fuel Production Equipment Sales
GS Energy Corporation (OTCBB: GSEG)                                                      Equipment Manufacturing & Sales
GS EnviroServices, Inc. (OTCBB: GSEN)                                                             Environmental Services

</TABLE>

                                       29
<PAGE>

Our Technology Commercialization Plan

The  carbon,  hydrogen  and other  resources  latent in the  co-product  flow of
traditional  agriproducts  businesses are relatively  easy to extract and refine
into  valuable  products.  Moreover,  we believe  that the  dynamics of the fuel
markets, the increased focused on carbon and its roles in our ecosystem, and the
amenability of agriproducts  infrastructure to incremental  process upgrades are
all factors that weigh heavily in favor of our plan to develop the  agriproducts
vertical first.

Our technologies are robust, scalable, energy efficient,  modular and capable of
rapid and cost-effective  "plug-and-play" integration into existing agribusiness
infrastructure.  These  advantages  converge  to  enable  the  refining  of many
different  alternative  feedstocks  into clean and renewable  energy and several
different  clean fuels  cost-effectively  at small scales.  We believe that this
capability is highly valuable  because it enables us to reduce commodity risk by
creating  opportunities to manage  production  assets in response to fluctuating
market  conditions.  No  single  conventional  or new  technology  or  group  of
technologies that we are aware of can currently achieve this.

We acquired and  currently own or otherwise  hold certain  rights to a number of
important clean technologies  through our various operating  companies,  some of
which are listed here:
<TABLE>
<CAPTION>
Technology                             Status                          IP Rights                                 Owned By
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>                                   <C>
Corn Oil Extraction                    Patent-Pending                  Owned                                 GS CleanTech
Flash Desiccation/Homogenization       Patented                        Exclusive License                     GS CleanTech
Carbon Dioxide Bioreactor              Patented/Patent-Pending         Exclusive License/Owned               GS CleanTech
Integrated Multi-Fuels Production      Patent-Pending                  Owned                                 GS CleanTech
Biodiesel Production                   Patent-Pending                  Owned                                 GS AgriFuels
Biomass Gasification                   Patent-Pending                  Limited Exclusive Rights(*)           GS AgriFuels
<FN>

(*)  GS AgriFuels holds the exclusive  distribution rights to this technology in
     the  North  American  Ethanol  Production  Industry.  This  technology  was
     developed by GS AgriFuels' portfolio company, ZeroPoint Clean Tech, Inc.
</FN>
</TABLE>

Our  commercialization  plan  for  these  technologies  involves  the  iterative
integration and synergistic application of several technologies into traditional
agriproducts   plants  in  ways  that  enable  us  to  upgrade   production  and
cost-average down the capital and operating costs traditionally  associated with
renewable  fuel  production  and  each  new  technology.  Our  intention  is  to
commercialize  and generate  cash flows from our  technologies  according to the
following roll-out schedule:

         Step 1 corn oil extraction
         Step 2 integral biodiesel production
         Step 3 integral biomass gasification for heat and power applications
         Step 4 integral biomass gasification for liquid fuels applications
         Step 5 integral bioreformation of carbon dioxide into biomass and
                additional liquid fuels

                                       30
<PAGE>

Importantly,  each  step is  designed  to  integrate  and work  with each of the
previous  steps as well as the host  facility  to  capitalize  on all  practical
operating synergies. The commercialization process for Steps 1 and 2 is complete
and we are actively implementing a go-to-market based on these technologies. The
technologies   needed  for  Step  3  are   complete   with   their   early-stage
commercialization   process  and  we  plan  to  start  our  marketing  of  these
capabilities  later this year. Step 4 has been proven at the  small-scale  pilot
level and slated for a larger  demonstration  later this year. The  technologies
needed for Step 5 are still deep in the R&D stage and require additional capital
to prove out. We are very committed to bringing a cost-effective  implementation
of  bioreactor  technology  to  market  - this a key  strategic  initiative  for
GreenShift moving forward.

We intend to remain focused on developing  and  implementing  technologies  that
make  existing and new ethanol  plants more  efficient.  We plan do the same for
other traditional  agriproducts  plants, such as oilseed crush plants and animal
and  livestock  processing  plants,  and upgrade  these  plants into  integrated
multi-feedstock, multi-fuel ("IMF") biorefineries.

Our  long-term  technology  development  strategy is to focus on the  inevitable
consequences  of the way  industrial  processes  use natural  resources  to make
things,  and to extract  opportunities for positive  economics by simultaneously
increasing  production  efficiencies  and reducing  the upstream and  downstream
impacts to our ecosystem. With increasing burdens on natural resources globally,
both at the beginning and end of product  supply  chains,  resource  utilization
must  improve.   GreenShift's  long  term  mission  is  to  make  a  significant
contribution to achieving this.

Our Go-To-Market Activities as of September 30, 2007

Technology  commercialization  is in general a capital  intensive  process  that
requires a tremendous  amount of resources to move a single  technology  through
research and development  and into mature  go-to-market  execution.  We are very
mindful of this and we have selected technologies that integrate into each other
as well as targeted host producers. Some of our recent go-to-market achievements
during the nine months ended September 30, 2007 are provided here:

     >>   Commercialization  of Technology.  We brought our patent-pending  corn
          oil extraction and biodiesel  technologies from the bench and into the
          field where we are currently  executing our go-to-market  strategy for
          each. We have other  technologies  in the queue that will follow suit:
          ZeroPoint's biomass gasification technology for heat, power and liquid
          fuels applications and our bioreactor technologies.

     >>   Acquisition of Rights to Corn Oil Supply. We have executed  agreements
          for the  extraction  and  purchase of more than 50 million  gallons of
          crude corn oil per year for a minimum of ten years at prices  that are
          indexed to diesel spot prices.  The  existing  and  under-construction
          corn ethanol  production  in the U.S.  corresponds  to more than a 700
          million gallon per year corn oil extraction  opportunity.  Our initial
          penetration  goal is to  secure  long-term  extraction  rights  to 150
          million gallons of corn oil.

     >>   Installation  and  Start-up of Corn Oil  Extraction  Systems.  We have
          installed  three corn oil extraction  systems to date, one of which is
          our 100% owned Oshkosh system, which is located at Utica Energy, LLC's
          50 million  gallon per year  Delta-T dry mill corn  ethanol  facility.
          This system is producing  oil today at yields that  correspond to more
          than 1.5 million gallons per year and about $1.125 million per year in
          contribution  margin. We have completed  engineering and purchased the
          long-lead  time  and  other   components  for  7  additional   systems
          corresponding  to more than another  10.5 million  gallons per year of
          extracted corn oil. These systems are scheduled for  installation at a
          number of different  ethanol  facilities  during the first 6 months of
          2008. We are  financing  these  deployments  with our cash flows and a
          form of  mezzanine  project  financing  (not equity) that we expect to
          close in the near term.

                                       31
<PAGE>

     >>   Advance Payment on Corn Oil Supply.  We have pre-sold one year's worth
          of ten million  gallons of corn oil to one of our NextGen  clients and
          we  intend to start  regularly  processing  corn oil from our  Oshkosh
          system at this client's NextGen-based facility in the immediate term.

     >>   Sales of Biodiesel Production Equipment.  We have executed a number of
          contracts  to sell  NextGen  biodiesel  production  systems to various
          third party  clients.  Our  backlog of sales of our NextGen  biodiesel
          production  systems  currently  exceeds $53  million.  Our pipeline of
          sales  prospects  corresponds  to potential  additional  sales well in
          excess of this amount.

     >>   Installation  and  Commissioning  of  Biodiesel  Facilities  Based  on
          NextGen  Technology.  We  commissioned  two  facilities  based  on our
          NextGen  biodiesel  technology during the three months ended September
          30,  2007.  The first  was a 5 million  gallon  per year  facility  in
          Middletown,  Indiana  (www.e-biofuels.com) and the second a 10 million
          gallon per year  facility in Adrian,  Michigan  (www.nextdiesel.net  -
          http://greenshift.jgpdev.com/media/).  These  facilities  are owned by
          clients of GS AgriFuels' NextGen subsidiary. The Middletown client has
          executed an agreement to purchase an additional  two 10 million gallon
          per year systems  (which are  scheduled for  commissioning  during the
          fourth  quarter  2007 and the first  quarter  of 2008) and the  Adrian
          client has executed  agreements  to purchase an  additional 10 million
          gallon per year  system  and some  specialized  feedstock  preparation
          equipment  (which are  scheduled  for  commissioning  during the first
          quarter of 2008).  In total,  these two clients  alone  correspond  to
          about $16 million in system sales based on our  proprietary  biodiesel
          technology.

     >>   Formation of NextGen Biodiesel South America S/A. We recently formed a
          67% owned joint  venture  with  Ralston  International  Brazil LTDA to
          penetrate into the valuable South American  markets.  We are currently
          working through a substantial  pipeline of qualified sales  prospects.
          As  is  the  case  in  the  U.S.  market,  our  expertise  in  process
          engineering  and  alternative  feedstock  extraction,  preparation and
          processing is a significant competitive advantage in these markets.

     >>   Development  of Biodiesel  Production  Facilities.  We have  completed
          preliminary   engineering  and  permitting   activities  for  our  own
          biodiesel  production  facilities  that are going to be  co-located at
          ethanol facilities in New York (10 million gallons per year), Iowa (10
          million  gallons per year) and  Indiana (5 million  gallons per year).
          These facilities are being designed to scale to 20 million gallons per
          year,  30 million  gallons  per year and 10 million  gallons per year,
          respectively.  We are currently in various stages of  negotiations  to
          locate  GS-owned corn oil biodiesel  production  facilities at several
          other ethanol facilities.

     >>   Operation  and  Expansion of Oilseed  Crush  Facility.  GS  AgriFuels'
          Culbertson,  Montana-based  Sustainable  Systems subsidiary  currently
          produces and sells high oleic safflower,  sunflower, cannola and other
          high-value  oils into the culinary  markets in either bulk or packaged
          quantities.  Sustainable's bulk products are available as either crude
          degummed,  refined  bleached  and  deordorized  (RBD),  or as RBD with
          winterization.   Sustainable   is  currently   expanding  its  oilseed
          extraction and refining  capability  from 300 tons per day to 600 tons
          per day. When this expansion is completed  within the first six months
          of 2008,  Sustainable  will be capable of  generating in excess of $80
          million  per year in sales.  In addition  to  expanding  Sustainable's
          oilseed  processing  capabilities  in Montana  and at other  strategic
          locations, we intend to leverage Sustainable's existing processing and
          distribution   infrastructure   to   cost-effectively   co-locate  our
          biodiesel  and  biomass  refining  technologies  to  build  Integrated
          Multi-Fuel production capability at the Montana plant.

                                      32
<PAGE>
     >>   Expansion  of  Environmental   Services.   GS   EnviroServices   is  a
          diversified  environmental  services company that provides  industrial
          and hazardous waste  management  services,  environmental  engineering
          services,  and site remediation  services. GS EnviroServices' focus is
          to provide its clients with value-added, environmentally conscious and
          cost-effective  hazardous  waste  management  services  based  on  its
          efficient management of wastes. GS EnviroServices'  growth strategy is
          to expand its geographic base, both through increased sales activities
          and acquisitions, and to develop new services in the area of renewable
          energy and water resource conservation using technologies developed by
          affiliated GreenShift companies.  GS EnviroServices  recently acquired
          the remedial  construction group of Vertex Environmental  Services and
          is currently  seeking out  acquisitions and other  opportunities  that
          would facilitate  co-location of waste grease extraction and biodiesel
          production technology.

     >>   Acquisition and Development of Prototyping and Infrastructure Support.
          GS Energy's Warnecke Design Services ("WDS") subsidiary is a specialty
          manufacturing  company that provides  custom  equipment  manufacturing
          services for its clients including  machine design,  machine building,
          control system  electronics  and  programming,  and  installation  and
          maintenance  support services.  WDS currently  services clients in the
          biofuels, automotive, electronics, lighting, plastics, rubber and food
          products   industries  and  provides  all  of  the  custom   equipment
          manufacturing needs of GreenShift. This operation has played, and will
          continue to play, a critical role in the  prototyping  and fabrication
          of our  technologies.  We plan to invest in the growth of this group's
          third party  business  while adding to its  capability  to support our
          ongoing development of technology.

Minority Investments

We hold minority  stakes in the following  strategically  compatible  companies:
ZeroPoint  Clean Tech,  Inc. (10%;  owned by GS AgriFuels) and Sterling  Planet,
Inc. (10%; owned by GS CleanTech).

ZeroPoint  Clean Tech,  Inc. is  commercializing  patent pending and proprietary
gasification,  gas to  liquids  and fuel  reforming  technology  that  ZeroPoint
management  believes  is the  most  effective  technology  available  for use in
gasifying a wider range of various  biomass  materials to create  carbon-neutral
energy (gas, electricity, ethanol, diesel substitutes and hydrogen), clean water
and  other  valuable  products.   ZeroPoint's  technology  is  well  suited  for
distributed deployments,  making it highly applicable to the localized nature of
many global sources of biomass feedstock.

Sterling Planet,  Inc. has established a strong reputation as the premier market
maker  for  renewable  energy  certificates.  Sterling  has sold  over 4 billion
kilowatt hours of renewable energy certificates since its inception.  The energy
underlying those  certificates  represents  enough energy to power 350,000 homes
for a full year and offset 2.6 million tons of carbon  dioxide.  Sterling Planet
currently services an impressive array of clients including Alcoa, The Coca-Cola
Company, DuPont, Delphi Corporation, Duke University,  University of Utah, Nike,
Pitney Bowes, U.S.  Environmental  Protection  Agency, the U.S. General Services
Administration,   the   Homeland   Security   Department,   Western  Area  Power
Administration,  New  York  State  Energy  Research  and  Development  Authority
(NYSERDA),  the U.S. Army, Staples,  Whirlpool Corporation,  the World Resources
Institute and over 150 other companies. GS Carbon holds a 10% stake in Sterling.

Update Regarding Certain Previously Announced Initiatives

GreenShift and its various  subsidiaries  have previously  announced a number of
venture  investments,  development  projects,  emerging  technology research and
development efforts, executed letters of intent and other agreements,  and other
initiatives that were consistent with  GreenShift's  previously  stated business
model during the years ended 2005,  2006 and the nine months ended September 30,
2007.

All previously  announced venture investment,  emerging technology  development,
commercialization,  development  projects and  operating  activities  other than
those  described  in  this  report  and  the  Company's  various  other  current
shareholder disclosures were either discontinued or delayed pending execution of
the Company's  current  activities as outlined  herein.  GS CleanTech's corn oil
extraction  and  dissolved  air flotation  sludge fat  extraction  are in mature
commercialization  with two  third  party  and one GS  CleanTech-owned  corn oil
extraction  currently  in operation  (with many  additional  GS CleanTech  owned
systems  under  contract).  Several  third  party  fat  extraction  systems  are
currently in production. GS CleanTech's Tornado Generator technology is in still
under  development  with one  early  adopter  facility  currently  in  operation
producing  revenue for a third party. GS AgriFuels'  biodiesel  technology is in
mature  commercialization with two production facilities currently in production
and several more under various stages of construction and development. ZeroPoint
Clean  Tech,   Inc.'s   biomass   gasification   technology  is  in  early-stage
commercialization with a commercial-pilot  facility currently in operation. And,
GS Energy's CO2  bioreactor  technology  is in research and  development  with a
small-scale pilot bioreactor currently in operation.

                                       33

<PAGE>



RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER  30, 2007 VERSUS THE THREE MONTHS ENDED  SEPTEMBER
30, 2006

Revenues

Total revenues for the three months ended  September 30, 2007 were  $14,518,709,
representing  an increase of  $8,566,699,  or 144%,  over the three months ended
September 30, 2006 revenues of $5,952,010.

Cost of Revenues

Cost of revenues for the three months ended SFeptember 30, 2007 were $8,886,055,
or 61.2% of revenue compared to $4,311,149, or 72.4% of revenue for the same
period in 2006.

Operating Expenses

Operating   expenses  for  the  three  months  ended  September  30,  2007  were
$2,879,085, or 19.83% of revenue compared to $2,652,446, or 44.6% of revenue for
the same period in 2006.  Included in the three months ended  September 30, 2007
was $42,122 in stock based  compensation  as compared to $601,576  for the three
months  ended  September  30, 2006.  The  increase in operating  expenses is due
primarily to increases in personnel and other overhead  related to the Company's
process  engineering,   feedstock   production,   oilseed  crush  and  equipment
manufacturing subsidiaries.

Interest Expense

Interest  expense for the three months ended  September 30, 2007 was $1,514,459,
representing an increase of $1,428,447 from $86,012 for the same period in 2006.

Expenses Associated with Derivative Instruments

Gain from the change in the fair  market  value of  derivative  liabilities  was
$2,660,160  for  the  three  months  ended  September  30,  2007  compared  with
$7,996,848  for the three  months ended  September  30,  2007.  Amortization  of
deferred  financing  costs  and debt  discounts  was  $1,163,517and  $7,159,068,
respectively.

Net Income or Loss

Net income from  continuing  operations for the three months ended September 30,
2007,  was  $1,046,968  as  compared  to a loss from  continuing  operations  of
$967,413  from the same period in 2006.  The Company sold its interest in Seaway
Valley  Capital  Corporation  during the three months ended  September  30, 2007
resulting in a gain on disposal of discontinued  operations of $9,765,281.  This
resulted in a net gain from  discontinued  operations  of  $9,762,212  for three
months ended  September 30, 2007 and loss of $30,708 for the same period in 2006
were excluded from the above figures.  Net income of  $10,719,674  for the three
months ended September 30, 2007 was due primarily to increased revenues from new
business  initiatives,  a reduction  in  amortization  charges  associated  with
financing  and  issuance of stock based  compensation  as well as a reduction in
selling, general and administrative expenses.

NINE MONTHS ENDED  SEPTEMBER 30, 2007 VERSUS THE NINE MONTHS ENDED SEPTEMBER 30,
2006

Revenues

Total  revenues for the nine months ended  September 30, 2007 were  $25,121,218,
representing  an increase of  $7,860,569,  or 45.5%,  over the nine months ended
September 30, 2006 revenues of $17,260,649. Gain from discontinued operations of
$2,814,954  and a loss of $41,072 for the nine months ended  September  30, 2007
and September 30, 2006, respectively, were excluded from these figures.

Cost of Revenues

Cost of revenues for the nine months ended September 30, 2007 were  $17,278,888,
or 68.8% of revenue  compared to  $12,297,390,  or 71.2% of revenue for the same
period in 2006.

                                       34
<PAGE>

Operating Expenses

Operating expenses for the nine months ended September 30, 2007 were $15,982,908
or 63.62% of revenue  compared to $10,154,939,  or 58.8% of revenue for the same
period  in 2006.  Included  in the nine  months  ended  September  30,  2007 was
$6,092,516 in stock based  compensation  as compared to $3,186,275  for the nine
months  ended  September  30, 2006.  The  increase in operating  expenses is due
primarily to increases in personnel and other overhead  related to the Company's
process  engineering,   feedstock   production,   oilseed  crush  and  equipment
manufacturing subsidiaires.

Interest Expense

Interest  expense for the nine months ended  September 30, 2007 was  $4,909,953,
representing  an increase of $3,648,662  from  $1,261,291 for the same period in
2006.

Expenses Associated with Derivative Instruments

Gain from the change in the fair  market  value of  derivative  liabilities  was
$4,074,780 for the nine months ended September 30, 2007 compared with $5,036,655
for the nine months ended September 30, 2007. Amortization of deferred financing
costs and debt discounts was $4,752,248 and $7,209,779, respectively.

Net Income or Loss

Net loss from  continuing  operations  for the nine months ended  September  30,
2007,  was  $15,078,902  as compared  to a loss from  continuing  operations  of
$9,467,308 from the same period in 2006. The Company sold its interest in Seaway
Valley  Capital  Corporation  during the nine months  ended  September  30, 2007
resulting in a gain on disposal of  discontinued  operations of $9,765,281 and a
loss from  discontinued  operations of  $9,455,273.  This resulted in a net gain
from  discontinued  operations of $2,814,954 for nine months ended September 30,
2007 and loss of $41,072  for the same period in 2006 which were  excluded  from
the above figures.  Net loss of $12,734,543  for the nine months ended September
30, 2007 as compared to $9,114,839 for the same period in 2006 was due primarily
to increased operating expenses for new business initiatives, adjustments to the
fair  market  value  of  the  derivative  liability  instruments,  interest  and
amortization  charges  associated  with  financing,  and issuance of stock based
compensation.

Despite the 45.5%  increase in  revenues,  net loss from  continuing  operations
during the nine months ended  September  30, 2007 was  $12,734,543,  an increase
from the  $9,659,535  loss recorded in the same period of 2006.  The two primary
reasons for the magnitude of the nine month loss were expenses  attributable  to
the  transition  from  technology  development  to mature  market  execution and
expenses  attributable to past financing  activities.  Specifically,  during the
recent nine month period GreenShift incurred substantial  expenses  attributable
to:

     >>   Technology development activities;
     >>   One-time  equity grants to employees and  consultants  in lieu of cash
          compensation; and
     >>   Adjustments to the book value of derivatives associated with financing
          activities in 2005 and 2006.

Management  expects  the  magnitude  of  those  three  items  of  expense  to be
non-recurring,  although the future  effect of adjusting  derivatives  to market
value will depend on future  changes in the stock prices of  GreenShift  and its
subsidiaries.  To clarify the effect of these  one-time  charges  and  financing
charges on GreenShift's results, the following table reconciles the reported net
income/(loss) of GreenShift and its subsidiaries on an unconsolidated basis with
adjusted EBITDA (a non-GAAP measure of performance):
<TABLE>
<CAPTION>

9 Months Ended 9/30/07            GreenShift        GS CleanTech        GS AgriFuels          GS Energy             Total
-------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                   <C>                <C>                 <C>
Income (Loss)                $   (6,820,075)     $       542,187       $  (5,184,394)     $      394,260   $  (11,068,022)
Interest                            897,043              932,761           3,025,503              54,646        4,909,953
Depreciation & Amortization        (619,117)           3,130,514           2,240,851                  -         4,752,248
Unrealized Gains/Losses
   on Derivatives                  (669,173)          (3,405,607)                  -                  -        (4,074,780)
Realized Gains/Losses on Sale
   of Discontinued Operations    (9,768,350)          (2,491,877)                  -                  -       (12,260,227)
Stock-based Compensation          4,428,714              479,018           1,184,784                  -         6,092,516
Other Non-recurring Items                 -              151,875                   -                  -           151,875
Taxes                               278,475              113,269                   -                  -           391,744
-------------------------------------------------------------------------------------------------------------------------
Adjusted EBITDA              $  (12,272,483)      $     (547,860)      $   1,266,744     $       448,906   $  (11,104,693)
</TABLE>

                                       35
<PAGE>

DERIVATIVE LIABILITIES

As of September 30, 2007 GreenShift and its subsidiaries had several convertible
debentures due to Global. The conversion feature on these debentures is variable
based on trailing market prices and therefore  contains an embedded  derivative.
We value the conversion  feature at the time of issuance using the Black-Scholes
Model and record a note discount and  derivative  liability  for the  calculated
value. We recognize interest expense for accretion of the note discount over the
term  of the  note.  The  derivative  liability  is  valued  at the  end of each
reporting period and results in a gain or loss for the change in fair value. Due
to the volatile nature of our stock,  as well as the stock of our  subsidiaries,
the change in the derivative liability and the resulting gain or loss is usually
material to our results.

The principal amount on our convertible debentures due to Global was $39,262,926
as of September 30, 2007 and the unamortized  note discount was $4,979,716.  For
the nine months ended  September 30, 2007, we  recognized  interest  expense for
accretion of the debt discount of  $2,886,570  and a gain for the change in fair
value of the  derivative  of $4,074,780  for these  debentures.  The  derivative
liability as of September 30, 2007 was $7,864,613.

LIQUIDITY AND CAPITAL RESOURCES

Our primary  source of liquidity is cash provided by financing  activities.  For
the nine months ended  September  30, 2007,  net cash  provided by our operating
activities  was  $6,140,549  as compared  to the net cash used by our  operating
activities of $6,723,670 for the nine months ended September 30, 2006.

The Company's  capital  requirements  consist of general  working capital needs,
scheduled  principal  and  interest  payments on debt,  obligations  and capital
leases and planned capital expenditures. The Company's capital resources consist
primarily of cash generated  from  operations and proceeds from issuance of debt
and common  stock.  The Company's  capital  resources are impacted by changes in
accounts  receivable as a result of revenue  fluctuations,  economic trends, and
collection activities. At September 30, 2007 the Company had cash of $1,169,817.

Our  operating  activities  during  the  first  nine  months  of  2007  provided
$6,140,549 in cash. At September 30, 2007, accounts receivable, net of allowance
for doubtful accounts,  totaled $3,812,763 and inventories  totaled  $1,932,201.
Accounts payable and accrued expenses totaled $13,056,386.

For the nine months ended  September 30, 2007, we used  $3,620,426 for investing
activities, and we used cash from financing activities of $3,356,437.

The Company had a working  capital deficit of $35,036,007 at September 30, 2007,
which includes derivative  liabilities of $7,748,560 and convertible  debentures
of $26,788,388, net of discounts.

At the present  time,  GreenShift  has no source of  committed  capital.  We are
currently  investigating  the  availability  of both  equity and debt  financing
necessary to complete the  Company's  current  projects.  We do not know at this
time if the  necessary  funds  can be  obtained  nor on what  terms  they may be
available.






                                       36
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

                   Risk Factors That May Affect Future Results

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

                       I. Risks Attendant to our Business

We have lost money historically, which means that we may not be able to maintain
profitability.

We have historically lost money and future losses may occur. Accordingly, we may
experience  liquidity  and cash flow  problems if we are not able to improve our
operating  performance or raise  additional  capital as needed and on acceptable
terms.

Most of our subsidiaries  are  implementing  new business plans,  which make the
results of their business uncertain.

Some of our  subsidiaries,  such as GS  AgriFuels  or General  Ultrasonics,  are
development stage enterprises that are only now implementing the first stages of
their business plans. Others among our subsidiaries,  such as GS CleanTech or GS
Energy, have been in business for several years, but have recently substantially
revised  their  business  plans.  Most of our  subsidiaries  will be  engaged in
businesses  in the  coming  year that are  substantially  different  from  their
business  operations  in  prior  years.  This  revolution  in the  focus  of our
operations   means  that  the  success  of  our  several   enterprises  will  be
speculative. Our subsidiaries will face the uncertainty that accompanies any new
business venture.  If we have not planned adequately for  contingencies,  one or
more of our  subsidiaries  could fail, which would have a negative effect on our
overall financial results.

We have limited experience running our businesses which may hamper our ability
to make effective management decisions.

A  significant  portion of our  operations  have been acquired or started in the
last 24 months.  Therefore,  our experience in operating the current business is
limited.  Further,  we intend to pursue  additional  acquisitions to further the
development  of our clean  technology,  agrifuels,  and  environmental  services
businesses.  Most of our senior  executives are recently hired and consequently,
internal  communication and business-decision  making processes are evolving. We
may react too  slowly or  incorrectly  to trends  that may emerge and affect our
business.  Our future success depends on the ability of the senior executives to
establish an effective organizational structure and to make effective management
decisions despite their limited experience.

Some of our businesses  are based on unproven  revenue  generation  models which
means that we may not achieve anticipated revenues.

Our  revenue  models,   especially  for  our  clean   technology  and  agrifuels
businesses, are new and evolving. Our ability to generate revenue depends, among
other things,  on our ability to provide quality products,  effectively  install
equipment,  and secure  suppliers and customers.  Because some of our businesses
are  either  newly  formed or  acquired,  based on  emerging  opportunities  and
technologies,  we have limited experience with our revenue models.  There can be
no  assurance  that the  projects  will be  successfully  completed  or that the
completed projects will provide the anticipated revenues. Accordingly, there can
be no assurance  that our business  revenue models will be successful or that we
can sustain revenue growth or maintain profitability.

                                       37
<PAGE>

The market  for  alternative  energy  sources  is  undetermined,  and may not be
adequate for sustain prices at a profitable level.

Most of our  subsidiaries  are  involved in the  development  or  production  of
alternative  energy,  or are  providing  services to  companies  involved in the
production  of  alternative  energy.  Their  success will depend on the level of
market  acceptance of alternative  energy sources.  The marketing of alternative
energy  sources on a national  scale is a  phenomenon  new to this  decade.  The
portion of U.S. energy  represented by alternative energy sources is still quite
small.  It is not  possible to predict with  assurance  how large the market for
alternative  energy sources will become. If it has not developed to a sufficient
breadth when our  subsidiaries  are ready to market their products and services,
the price at which  alternative  energy can be sold will be  limited,  which may
make it impossible for one or more of our subsidiaries to operate profitably.

The fiscal  efficiencies  of highly  capitalized  competitors in the alternative
energy  field could defeat the efforts of our  subsidiaries  to capture a viable
market share.

The  business of producing  alternative  energy is a  capital-intense  business,
requiring substantial capital resources. Relative to many of the participants in
this  industry,  our  capital  resources  are  miniscule.  The  costs  that  our
subsidiaries  incur in obtaining  capital are  substantially  greater per Dollar
than  the  cost  incurred  by  large  scale  enterprises  in  the  industry.  If
competition  reduces the prices  available for alternative  energy sources,  our
dependence on expensive  capital sources may prevent us from lowering our prices
to  meet  the  competition.  This  situation  could  cause  one or  more  of our
subsidiaries to be unable to compete effectively.

The business plans of most of our  subsidiaries  will fail if they are unable to
obtain substantial additional capital on acceptable terms.

Most of our  subsidiaries  have  developed  business  plans  that  will  require
significant  amounts of capital  for  development  of  research  and  production
facilities  and/or  marketing.  The  availability  of that capital on acceptable
terms  will  depend  on many  factors,  such  the flux of the  U.S.  and  global
economies,  global energy prices,  the success of investors in other alternative
energy ventures, and the success of our other enterprises.  If GreenShift and/or
our subsidiaries are not able to obtain the capital necessary to implement their
business  plans,  or cannot obtain capital on terms that make the business plans
viable, the under-funded subsidiaries will fail.

We may be unable to employ  and  retain  the  qualified  personnel  that will be
necessary for our success.

The alternative  fuels industry is growing rapidly.  As a result,  the number of
individuals  with  experience in the industry is  considerably  smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol.  As a result, our labor costs may be
greater than they would be in a less dynamic industry.  On the other hand, if we
are unable to employ the qualified  individuals  that we will need, our business
may fail.

                II. Risks Attendant to our Corporation Structure

We will be unable to service our debts if our  subsidiaries  default in settling
their obligations to us.

We have incurred  substantial  debt  obligations  and will continue to do so, in
order to fund the operations of our subsidiaries.  Since we carry on no business
at the level of our parent  corporation,  our  ability to service  our own debts
will  depend  on the  cash  flow  from our  subsidiaries.  If one or more of our
subsidiaries becomes unable to pay its debts to GreenShift,  we may be forced to
default  on our  own  debt  obligations.  Such a  default  could  result  in the
liquidation  of a portion of our assets,  most likely at less than their  market
value.

We will be contingently liable for the debts of some of our subsidiaries.

We recently  guaranteed  $19  million in debt  incurred  by our  subsidiary,  GS
AgriFuels Corporation.  In order for our subsidiaries to obtain the capital that
will be  required  for their  growth,  it is likely  that in the  future we will
provide guarantees of other debts incurred by our subsidiaries. These guarantees
will subject our assets to the risk of the failure of a subsidiary whose debt we
have guaranteed.  If, for example, we were forced to satisfy our guarantee of GS
AgriFuels  debt,  to do so we  would  have  to  liquidate  our  holdings  in our
successful  subsidiaries.  Such  a  result  could  eliminate  the  value  of our
shareholders' investments.

                                       38

<PAGE>


Our business development could be hindered if we lost the services of our Chief
Executive Officer.

Kevin  Kreisler is the Chief  Executive  Officer of GreenShift  and serves in an
executive  capacity  with each of our  primary  subsidiaries.  Mr.  Kreisler  is
responsible  for  strategizing  not only our business plan but also the means of
financing  it. If Mr.  Kreisler were to leave us or become unable to fulfill his
responsibilities,  our business  would be  imperiled.  At the very least,  there
would be a substantial  delay in the  development  of our plans until a suitable
replacement for Mr. Kreisler could be retained.

Viridis  Capital LLC has the ability to  determine  all  matters  submitted  for
stockholder approval, and its interests may differ from other stockholders.

Viridis Capital,  LLC is owned by Kevin Kreisler,  our chief executive  officer.
Viridis Capital owns capital stock in GreenShift that gives it the power to cast
80% of the votes at any meeting of our  shareholders.  Accordingly,  Viridis can
determine the outcome of any corporate  transaction or other matter submitted to
our stockholders for approval, including mergers,  acquisitions,  consolidations
and the sale of all or  substantially  all of our assets.  Viridis  also has the
power to prevent or cause a change in  control.  The  interests  of Viridis  may
differ from the interests of the other stockholders, which could prevent actions
from being taken that might be in the best interests of GreenShift.

          III. Risks Factors Attendant to Ownership of our Common Stock

The resale of shares  acquired  by YA Global  Investments  from  GreenShift  may
reduce the market price of GreenShift' shares.

YA Global  Investments owns convertible  debentures issued by GreenShift,  which
will permit it to acquire  GreenShift  common stock and resell it to the public.
At the current market price, YA Global  Investments could convert its debentures
into over 50% of our  outstanding  common  stock.  It is possible that resale of
shares by YA Global Investments will  significantly  reduce the market price for
GreenShift common stock.

Existing  shareholders may experience  significant dilution from our issuance of
shares to Global Capital Partners.

The issuance of shares on conversion of the  convertible  debentures  held by YA
Global Investments will have a dilutive impact on our stockholders. As a result,
our net income per share could decrease in future periods,  and the market price
of our common stock could  decline.  In addition,  the lower our stock price is,
the more  shares of common  stock we will  have to issue if the  debentures  are
converted on the basis of the  contemporaneous  market price. If our stock price
is lower, then our existing stockholders would experience greater dilution.

We will be quoted on the OTC Bulletin Board for the immediate future.

We currently do not meet the eligibility  requirements for listing on the NASDAQ
Stock  Market.  Until we meet those  standards  and are accepted into the NASDAQ
Stock Market,  or unless we are successful in securing a listing on the American
Stock Exchange or some other  exchange,  our common stock will be quoted only on
the OTC Bulletin  Board.  Such a listing is considered less  prestigious  than a
NASDAQ Stock Market or an exchange  listing,  and many brokerage  firms will not
recommend  Bulletin Board stocks to their clients.  This situation may limit the
liquidity of your shares.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially.  The price of
the common  stock may be higher or lower than the price you pay for your shares,
depending on many  factors,  some of which are beyond our control and may not be
directly related to our operating  performance.  These factors include,  but are
not limited to, the following:

     o    price and volume fluctuations in the overall stock market from time to
          time;

     o    significant  volatility  in the  market  price and  trading  volume of
          securities traded on the OTC Bulletin Board companies;

     o    actual or anticipated  changes in our earnings or  fluctuations in our
          operating results.

As a result of these  factors,  you cannot be assured that when you are ready to
sell your  shares,  the market price will  accurately  reflect the value of your
shares or that you will be able to obtain a reasonable price for your shares.

ITEM 3.  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.  The
Company's chief executive officer and chief financial  officer  determined that,
as of the  end of  the  period  covered  by  this  report,  these  controls  and
procedures  are adequate and  effective in alerting  them in a timely  manner to
material  information  relating  to the  Company  required to be included in the
Company's periodic SEC filings.

There was no change in internal controls over financial reporting (as defined in
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified
in connection  with the  evaluation  described in the preceding  paragraph  that
occurred during the Company's second fiscal quarter that has materially affected
or is reasonably likely to materially affect the Company's internal control over
financial reporting.



                                       39
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is party to the matter  entitled  LeBlanc v. Tomoiu,  et. al., which
action was filed in the Superior Court of  Connecticut.  The verified  complaint
seeks damages relating to the acquisition by General Ultrasonics of the stock of
H2 Energy Solutions, Inc. from substantially all of its shareholders, as well as
attorney's fees and costs.  The Company has responded to the verified  complaint
and denies any liability.

The Company is party to the matter  entitled  O'Brien & Gere  Limited,  et al v.
NextGen Chemical Processors, Inc., et al., which action was filed in the Supreme
Court of the State of New York.  The  verified  complaint,  which also names the
Company and certain of its affiliates, seeks performance of and damages relating
to certain service and related agreements,  plus attorney's fees and costs. This
matter relates to the provision by plaintiffs of certain engineering services to
NextGen Chemical Processors,  Inc. ("NCP") during 2005 and 2006. NCP is owned by
the former shareholders of our recently acquired NextGen Fuel, Inc., subsidiary.
The Company has responded to the verified  complaint  and denies any  liability.
The Company  estimates  that the legal fees for our defense will be nominal,  if
any, as the sellers have been paying the fees to date.  On  September  19, 2007,
the Supreme Court of the State of New York  dismissed a  significant  portion of
O'Brien & Gere's complaint with prejudice.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

Item 2.01  Completion of Acquisition of Assets

On November 9, 2007 GreenShift Corporation,  which owns the majority interest in
GS CleanTech,  contributed to GS CleanTech's  capital  24,000,000  shares of the
common stock and 621,347 shares of the Series C preferred  stock of GS AgriFuels
Corporation,  representing  about 60% of the  outstanding  fully diluted capital
stock of GS  AgriFuels.  Financial  statements of GS AgriFuels  Corporation  are
available in the periodic reports filed by that corporation on the EDGAR website
maintained by the Securities and Exchange Commission.

On November  9, 2007  GreenShift  also  contributed  to our capital  160,000,000
shares of common  stock and  919,000  shares of Series D  preferred  stock of GS
Energy  Corporation,  representing  75% of the  outstanding  capital stock of GS
Energy.  Financial  statements  of GS Energy  Corporation  are  available in the
periodic  reports filed by that  corporation on the EDGAR website  maintained by
the Securities and Exchange Commission.

ITEM 6. EXHIBITS

The  following are exhibits  filed as part of the Company's  Form 10-QSB for the
period ended June 30, 2007:

Exhibit Number             Description


     31.1 Certification   of   Chief   Executive   Officer   pursuant   to  Rule
          13a-14(a)/15d-14(a),  as  adopted  pursuant  to  Section  302  of  the
          Sarbanes-Oxley Act of 2002.

     31.2 Certification   of   Chief   Financial   Officer   pursuant   to  Rule
          13a-14(a)/15d-14(a),  as  adopted  pursuant  to  Section  302  of  the
          Sarbanes-Oxley Act of 2002.

     32.1 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.




                                       40

<PAGE>




                                   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.

GREENSHIFT CORPORATION

By:           /S/       KEVIN KREISLER
              ------------------------
                        KEVIN KREISLER
                        Chief Executive Officer

Date:                   November 14, 2007




By:           /S/       JACQUELINE FLYNN
              --------------------------
                        JACQUELINE FLYNN
                        Chief Financial Officer

Date:                   November 14, 2007
























                                       41