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                       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 JUNE 30, 2007

                         COMMISSION FILE NO.: 001-16207



                            GS AGRIFUELS CORPORATION
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)


Delaware                                                             98-0226479
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(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)


                                 (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 $0.0001 par value common stock as of August
14, 2007 was 27,792,001.

Transitional Small Business Disclosure Format:  Yes      No  X
                                                    --      --
<PAGE>


                    GS AGRIFUELS CORPORATION AND SUBSIDIARIES
                         QUARTERLY REPORT ON FORM 10QSB
                   FOR THE FISCAL QUARTER ENDED JUNE 30, 2007



<TABLE>

                                TABLE OF CONTENTS
<CAPTION>

                                                                                                  Page No

Part I        Financial Information

Item 1.       Financial Statements (unaudited for June 30, 2007 and 2006)
<S>                                                                                                   <C>
              Consolidated Balance Sheet - June 30, 2007............................................... 4
              Consolidated Statements of Operations - Three and Six Months Ended
              June 30, 2007 and 2006....................................................................5
              Consolidated Statements of Cash Flows - Six Months Ended
              June 30, 2007 and 2006....................................................................6
              Notes to Consolidated Financial Statements................................................7
Item 2.       Management's Discussion and Analysis.....................................................20
Item 3.       Controls and Procedures  ................................................................27

Part II       Other Information

Item 1.       Legal Proceedings........................................................................27
Item 2.       Unregistered Sale of Equity Securities and Use of Proceeds...............................27
Item 3.       Defaults Upon Senior Securities..........................................................27
Item 4.       Submission of Matters to a Vote of Security Holders......................................27
Item 5.       Other Information........................................................................27
Item 6.       Exhibits.................................................................................28

</TABLE>

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS JUNE 30, 2007 AND 2006 (UNAUDITED)


























                                       3
<PAGE>

<TABLE>

                    GS AGRIFUELS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                         AS OF JUNE 30, 2007 (UNAUDITED)
<CAPTION>

                                                                           06/30/07
                                                                         -------------
ASSETS:
Current assets:
<S>                                                                      <C>
   Cash ..............................................................   $  1,080,946
   Accounts receivable, net of allowance for doubtful accounts of $0 .        590,380
   Loans receivable - related party ..................................        568,958
   Inventory .........................................................      3,400,692
   Deposits ..........................................................         87,161
   Deposits - related party ..........................................      1,257,396
   Other current assets ..............................................        102,815
   Other current assets - related parties ............................         37,162
                                                                         ------------
       Total current assets ..........................................      7,125,510

   Property, plant and equipment, net ................................      3,956,508

Other Assets:
   Investments in unconsolidated subsidiaries at cost ................      2,501,324
   Deferred financing fees ...........................................      1,564,577
   Intangible asset - energy technologies, net .......................     13,300,000
   Goodwill ..........................................................     18,736,988
   Other assets ......................................................         29,197
                                                                         ------------
       Total other assets ............................................     36,132,086
                                                                         ------------

TOTAL ASSETS .........................................................   $ 47,214,104
                                                                         ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable ..................................................      1,673,730
   Accrued expenses ..................................................        319,973
   Accrued interest ........................,.........................      1,893,388
   Accrued interest - related party ..................................         42,986
   Customer deposits .................................................      6,722,250
   Due to related parties ............................................         52,234
   Deferred revenue ..................................................         12,037
   Notes payable, current portion ....................................     12,402,453
   Convertible debentures - current portion ..........................      3,552,005
   Convertible debenture - related party .............................        177,711
                                                                         ------------
       Total current liabilities .....................................     26,848,767

Long term notes payable ..............................................      1,754,881
Long term convertible debentures (net of discount) ...................     23,143,136
                                                                         ------------
            Total long term liabilities ..............................     24,898,017

TOTAL LIABILITIES ....................................................     51,746,784

Stockholders' deficiency:
   Preferred Stock, par value - $0.0001
     Series A convertible preferred stock, par value - $0.0001
       400,000 shares authorized, 37,350 shares issued and outstanding              4
     Series C convertible preferred stock, par value - $0.0001
     10,000,000 shares authorized, ...................................           --
   Common Stock, par value - $0.0001
       100,000,000 shares Authorized,
         29,007,072 shares issued and outstanding ....................          2,901
Additional paid-in capital ...........................................     (7,284,492)
Accumulated deficit ..................................................   (11,(820,077)
                                                                         ------------
Total stockholders' deficiency .......................................     (4,532,680)
                                                                         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........................   $ 47,214,104
                                                                         ============

       The notes to the Consolidated Financial Statements are an integral
                           part of these statements.
</TABLE>

                                       4
<PAGE>
<TABLE>

                          CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (UNAUDITED)

<CAPTION>


                                                 FOR THE THREE MONTHS           FOR THE SIX MONTHS
                                                        ENDING                          ENDING
                                               6/30/07          6/30/06        6/30/07         6/30/06
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Revenues: ...............................   $  1,862,951    $       --      $  2,281,089    $       --
Cost of Revenues ........................      1,856,416            --         2,313,304            --
                                            ------------    ------------    ------------    ------------
Gross Profit ............................          6,535            --           (32,215)           --
Operating Expenses:
Selling, General and Administrative .....        917,351         181,200       1,449,269         191,220
Stock -based compensation ...............           --              --         1,884,781            --
Amortization - intangibles ..............        525,000            --         1,043,288
                                            ------------    ------------    ------------    ------------
Total operating expenses ................      1,442,351         181,200       4,377,338         191,220
                                            ------------    ------------    ------------    ------------

Operating (loss) income .................     (1,435,816)       (181,200)     (4,409,553)       (191,220)

Other income (expense):
    Amortization of deferred
          financing costs ...............       (222,975)           --          (445,949)           --
    Grant income ........................        310,979            --           387,939            --
    Misc income .........................          2,100            --             2,276            --
    Interest income -related party ......         26,552            --            26,552            --

    Interest expense ....................     (1,023,144)           --        (1,945,380)           --
    Interest expense - related party ....         (2,873)        (50,630)        (14,769)        (80,363)
                                            ------------    ------------    ------------    ------------
        Total other income (expense) ....       (909,360)        (50,630)     (1,989,331)       (80,363)
                                            ------------    ------------    ------------    ------------

Income (Loss) before provision for
    income taxes ........................     (2,345,176)       (231,829)     (6,398,883)       (271,583)

Provision for income taxes, net .........           --              --              --              --
                                            ------------    ------------    ------------    ------------

Net Loss ................................   $ (2,345,176)   $   (231,829)   $ (6,398,883)   $   (271,583)
                                            ============    ============    ============    ============

Earnings (loss) per share attributable to
  common shareholders - continuing
  operations ............................   $      (0.08)   $      (0.38)   $      (0.22)   $      (0.45)
Weighted average share of common
stock outstanding basic and dilutive ....     29,007,072         603,917      28,589,016         603,917



         The notes to the Condensed Financial Statements are an integral
                           part of these statements.
</TABLE>
                                       5
<PAGE>
<TABLE>

                    GS AGRIFUELS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE SIX MONTHS ENDED JUNE 2007
                              AND 2006 (UNAUDITED)
<CAPTION>

                                                                   6/30/07          6/30/06
                                                                 ----------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                <C>            <C>
Net loss .......................................................   $(6,398,883)   $  (271,583)
Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
    Depreciation ...............................................        84,983           --
    Amortization of deferred financing costs ...................       445,448         12,603
    Amortization of note discount ..............................       183,452         26,164
    Amortization of energy technology ..........................     1,043,288           --
    Issuance of equity securities for services .................     1,884,781         40,139
    Change in FMV of derivatives ...............................          --            3,302
    Changes in assets and liabilities:
        Accounts receivable ....................................        81,064           --
        Other current assets ...................................        75,776        (30,100)
        Deposits ...............................................      (724,706)          --
        Customer deposits ......................................     5,067,500           --
        Inventory ..............................................       452,119           --
        Other ..................................................        93,761           --
        Accounts Payable .......................................      (761,425)        (5,376)

        Accrued interest .......................................     1,229,322         53,609
        Deferred revenue .......................................        12,037           --
        Accrued expenses .......................................        46,800           --
                                                                   -----------    -----------
Net cash generated by (used by) operating activities ...........     2,815,317       (171,242)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash investment in unconsolidated subsidiaries ..............          --             --
    Cash outlay for property and equipment .....................      (846,900)       (20,000)
    Cash acquired from acquisition of subsidiaries .............     1,109,490           --
                                                                   -----------    -----------
Net cash provided by (used in) investing activities ............       262,590        (20,000)
                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Borrowings from related parties-short term .................        97,415        105,929
    Loans to related parties - related parties .................      (350,000)          --
    Issuance (repayment) of convertible debentures-related party       (98,890)        71,303

    Net proceeds from long-term convertible debentures .........          --        4,900,000
    Net proceeds from notes payable ............................       250,000
    Repayments on Notes Payable ................................    (2,902,158)          --
                                                                   -----------    -----------

Net cash (used in) provided by financing activities ............    (3,003,633)     5,077,232
                                                                   -----------    -----------

Increase (decrease) in cash ....................................        74,274      4,885,990
Cash at beginning of period ....................................     1,006,672           --
                                                                   -----------    -----------
Cash at end of period ..........................................   $ 1,080,946    $ 4,885,990
                                                                   ===========    ===========


         The notes to the Condensed Financial Statements are an integral
                           part of these statements.
</TABLE>
                                       6
<PAGE>


                    GS AGRIFUELS CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
<PAGE>

                    GS AGRIFUELS CORPORATION AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION

The consolidated interim financial statements included herein have been prepared
by GS AgriFuels  Corporation ("GS AgriFuels" or "the Company"),  pursuant to the
rules and  regulations of the Securities and Exchange  Commission with regard to
Regulation S-B and, in the opinion of management, include all adjustments which,
except  as  described  elsewhere  herein,  are  of a  normal  recurring  nature,
necessary  for a  fair  presentation  of  the  financial  position,  results  of
operations,  and cash flows for the periods  presented.  The results for interim
periods  are not  necessarily  indicative  of results for the entire  year.  The
financial  statements  presented  herein should be read in  connection  with the
financial  statements included in the Company's Annual Report on Form 10-KSB for
the year ended  December 31, 2006.  The  consolidated  entity was a  development
stage company in prior periods.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For the period  ended June 30, 2007,  the  accompanying  consolidated  financial
statements include all accounts of GS AgriFuels Corporation and its wholly-owned
subsidiaries,   Mean  Green  BioFuels,  Inc.,  NextGen  Acquisition,   Inc.  and
Sustainable Systems,  Inc. from March 6, 2007 (date of acquisition) through June
30, 2007. All significant intercompany balances and transactions were eliminated
in consolidation.

COST METHOD OF ACCOUNTING FOR UNCONSOLIDATED SUBSIDIARIES

The Company  accounts for its 10% investment in ZeroPoint Clean Tech, Inc. under
the cost method. Application of this method requires the Company to periodically
review these  investments in order to determine  whether to maintain the current
carrying value or to write off some or all of the investments. While the Company
uses some objective  measurements in its review,  the review process  involves a
number of judgments on the part of the  Company's  management.  These  judgments
include  assessments  of  the  likelihood  of  ZeroPoint  to  obtain  additional
financing,  to achieve future milestones,  make sales and to compete effectively
in its  markets.  In making  these  judgments  the Company  must also attempt to
anticipate  trends in  ZeroPoint's  industry as well as in the general  economy.
Based on management's assessment, the Company believes there is no impairment at
June 30, 2007.

SHARE BASED PAYMENT

The Company  accounts for stock,  stock  options and stock  warrants  issued for
services  and  compensation  by  employees  under  the fair  value  method.  For
non-employees,  the fair market value of the Company's  stock is measured on the
date of stock  issuance or the date an  option/warrant  is granted.  The Company
determined  the fair  market  value of the  warrants/options  issued  under  the
Black-Scholes Pricing Model.  Effective January 1, 2006, the Company adopted the
provisions of SFAS 123(R), SHARE-BASED PAYMENT, which establishes accounting for
equity instruments exchanged for employee services. Under the provisions of SFAS
123(R),  share-based  compensation  cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite  service  period  (generally  the vesting period of the equity grant).
Prior to January 1, 2006, the Company accounted for share-based  compensation to
employees in accordance with Accounting  Principles  Board (APB) Opinion No. 25,
ACCOUNTING  FOR STOCK  ISSUED TO  EMPLOYEES,  and related  interpretations.  The
Company also followed the disclosure  requirements  of SFAS 123,  ACCOUNTING FOR
STOCK-BASED COMPENSATION.

REVENUE RECOGNITION

We  recognize  revenue  from  the sale of  equipment  and  seed  commodity  when
persuasive evidence of an arrangement  exists,  title and risk of loss transfers
to the  customers,  prices  are fixed  and  determinable,  and it is  reasonably
assured  the  related  accounts  receivable  is  collectible.  Our  sales  terms
primarily  are FOB shipping  point.  The oil seed crushing  facility  recognizes
revenue  when the  product  is  shipped to the  customer  via truck,  railcar or
customer  pickup  and the other  criteria  noted  above are met.  During the six
months ended June 30, 2007, the oilseed  crushing  facility  provided rebates to
customers under a planting seed rebate program. Of the $159,000 in total rebates
recorded as a reduction in gross  revenues for the period  ending June 30, 2007,
$89,000 was provided to  customers  located in Montana.  Rebates  given to these
customers  were  reimbursed  to the company as part of training  costs under the
WIRED grant from the State of Montana during the quarter.  The Company accounted
for the rebates under  EITF-01-9,  which allows an exception to offsetting gross
revenues for rebates when the seller  receives a benefit for providing the sales
incentive and the seller can reasonably  estimate the benefit.  As a result, the
amount of  rebates  attributable  to Montana  customers  have been  recorded  as
training expense and have not been offset against revenue.

                                       7
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The liability "customer  deposits"  represents amounts invoiced to customers for
deposits and partial  payments on orders or projects not complete for  delivery.
The  revenue,  along with the project  costs,  is  recognized  upon  delivery or
completion of the project for the customer.

RECEIVABLES AND CREDIT CONCENTRATION

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

The carrying amount of accounts receivable has not been reduced by any valuation
allowance as of June 30, 2007. The receivables in question are fairly new and it
is management's  view that 100% will be collected.  Management will consider the
need to establish a valuation allowance and review that allowance on a quarterly
basis.

INVENTORIES

Equipment inventories are stated at the lower of cost or market, with cost being
determined by the first-in,  first-out (FIFO) method.  These inventories consist
of work in process used in our biodiesel production segment.

Inventory  at the  oilseed  crush  facility  consists of seed  commodity  at the
various stages of manufacture and is stated at the lower of cost or market, with
cost being  determined  at  average  cost under a  process-costing  system.  The
commodity  is valued based on the  standard  contract  signed by all the growers
plus the cost of crushing the seed. A physical inventory is performed monthly by
measuring  all the level in the tanks and bins during  each stage.  All the seed
commodity  is weighed on a scale  that is state  certified  as it comes into the
plant and as it leaves the plant in its final stage. The total Inventory at June
30, 2007 of  $3,400,692  consisted of $319,182 in Raw  Materials,  $1,502,047 in
Work in Progress, $15,686 in Supplies and $1,563,777 in Finished Goods.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the  straight-line  method over the
estimated useful lives of the assets.  Leasehold improvements are amortized over
the lesser of the life of the lease or their useful lives.  The Company uses the
straight line method for  depreciation  and depreciates its vehicles over a five
year period,  equipment over a 3-18 year period and lease hold improvements over
a 15-20 year period.  Gains and losses on depreciable assets retired or sold are
recognized in the  statement of  operations in the year of disposal,  and repair
and  maintenance  expenditures  are  expensed as incurred.  Property,  plant and
equipment are stated at cost and include amounts capitalized under capital lease
obligations.  Expenditures for major renewals and improvements  which extend the
life or usefulness of the asset are capitalized.

The  $846,900   increase  in  property  and   equipment  can  be  attributed  to
Sustainable's  plant  expansion  in the  amount of  $403,725,  increases  in the
following  categories:  office  equipment of $1,460,  machinery and equipment of
$13,523,  decorticator  of $15,664as well as an increase of $412,528  related to
the pretreatment system being constructed by NextGen Fuel.  Depreciation expense
for  the  six  months  ended  June  30,  2007  and  2006  was  $84,983  and  $0,
respectively,  including  $47,911 and $$0,  respectively for plant  depreciation
included in Cost of Sales.

GOODWILL AND INTANGIBLE ASSETS

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

Intangibles  with definite  lives consist  primarily of developed  technologies,
which have useful  lives and are subject to  impairment  testing in the event of
certain  indicators.  An  impairment  in  the  carrying  value  of an  asset  is
recognized whenever  anticipated future cash flows  (undiscounted) from an asset
are estimated to be less than its carrying  value.  The amount of the impairment
recognized  is the  difference  between the carrying  value of the asset and its
fair value. Based on management's  assessment,  the Company believes there is no
impairment at June 30, 2007. Intangible assets with definite lives are amortized
over their estimated useful or contract lives.

                                       8
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

USE OF ESTIMATES

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

3.  STOCKHOLDERS EQUITY

Our authorized  capital stock  consists of  100,000,000  shares of common stock,
8,600,000 shares of undesignated preferred stock,  10,000,000 shares of Series C
Preferred Stock and 400,000 shares of Series A Preferred  Stock. The Company had
agreed that no more than 1,037,350  shares of GS AgriFuels  Preferred Stock will
be issued,  and that the Company will not issue any new  preferred  shares after
the full conversion or other reduction of said 1,037.350  shares pursuant to the
employment  agreement  signed with Tom  Scozzafava).  The Board of  Directors is
authorized  to issue  the  undesignated  preferred  stock  with any  rights  and
preferences that the Board of Directors decides are appropriate.  As of June 30,
2007,  there were  29,007,072  shares of our common  stock  outstanding,  37,350
shares of our Series A Preferred Stock outstanding and no shares of our Series C
Preferred Stock outstanding

COMMON STOCK

On January 13, 2006 the Board of Directors of GS AgriFuels unanimously adopted a
resolution to amend the Certificate of  Incorporation  to effect a reverse split
of GS  AgriFuels'  outstanding  common stock at a ratio of 1:1000 (the  "Reverse
Split").  The holder of shares representing a majority of the voting power of GS
AgriFuels'  outstanding  voting stock  subsequently  gave written consent to the
resolution.  The Company filed the Amendment to its Certificate of Incorporation
with the  Secretary  of the State of Delaware on May 18,  2006,  and the Reverse
Split was effective as of that date.  All per share amounts in the  accompanying
financial statements have been adjusted to reflect the reverse split.

SERIES A PREFERRED STOCK

In 2001 the Company issued shares of Series A Preferred  Stock.  37,350 of those
shares remain  outstanding.  By their terms, they  automatically  converted into
37.35 shares of common stock  (adjusted to reflect the 1-for-1000  reverse stock
split in 2006.  In  November  2006 a claim was made by  certain  holders  of the
Series A Preferred Stock that they are entitled to receive  8,300,000  shares of
common  stock by  reason of  promises  made to them by prior  management  of the
Company and actions taken by the sole  director of the Company in 2003.  Current
management has reviewed the claims and the underlying  facts,  and has concluded
that the claims are not legally  valid.  Negotiations  are  ongoing,  aimed at a
resolution of the claims.

SERIES C PREFERRED STOCK

GS AgriFuels has 10,000,000 shares of Series C Preferred Stock  authorized.  The
holders of the Series C  Preferred  Stock are  entitled  to convert the Series C
Shares into 80% of the  outstanding  common stock at the time of conversion.  On
July 6, 2007,  GreenShift  converted  its 6 million stock options (see below) by
agreement into a total of 1,000,000  shares of the Company's  Series C Preferred
Stock. In addition,  GreenShift transferred 378,653 shares of Series C Preferred
Stock to Tom Scozzafava,  in connection with his execution on July 6, 2007 of an
Employment Agreement between GS AgriFuels and Tom Scozzafava,  effective January
1, 2007.  The Company  accrued  $54,526 in  compensation  expense  for  services
performed under the employment agreement during the current period to be settled
by the subsequent transfer of shares. In the employment agreement,  GS AgriFuels
agreed that no more than 1,037,350  shares of GS AgriFuels  Preferred Stock will
be issued,  and that the Company will not issue any new  preferred  shares after
the full conversion or other reduction of said 1,037,350 shares.

STOCK OPTIONS

On May 23,  2006,  GS  AgriFuels  entered  into an amended  Management  Services
Agreement  with  GreenShift  that  provides  for the issuance to  GreenShift  of
6,000,000 five year options to purchase GS AgriFuels  common stock,  exercisable
at $3.00 per share,  at the later of December  31, 2006 or the  commencement  of
construction of a biodiesel  plant. The fair value of the options was determined
to be $144,000, and was calculated using the Black-Scholes Option Pricing Model.
The Management Services Agreement was terminated effective January 1, 2007. As

                                       9
<PAGE>

3.  STOCKHOLDERS EQUITY (Continued)

a result,  the  Company  wrote-off  $126,483 of prepaid  expense  related to the
Agreement during the three months ended March 31, 2007.

On March 6, 2007, GS AgriFuels  acquired the  remaining  85% of the  outstanding
capital stock of  Sustainable  Systems,  Inc. Under the purchase  agreement,  GS
AgriFuels  issued the  following  performance-based  options:  534,500 five year
options to purchase GS AgriFuels  common stock,  exercisable at $3.50 per share,
267,250 five year options to purchase GS AgriFuels common stock,  exercisable at
$7.00 per share and 133,625 five year  options to purchase GS  AgriFuels  common
stock,  exercisable  at $10.50 per  share.  The fair  value of the  options  was
determined  to be  $1,102,673,  $527,017  and  $255,090,  respectively,  and was
calculated using the Black-Scholes Option Pricing Model.

STOCK WARRANTS

In  conjunction  with  GS  AgriFuel's  June  7,  2006  issuance  of  convertible
debentures to Cornell Capital,  GS AgriFuels issued to Cornell Capital 1,125,000
five year warrants to purchase GS AgriFuels common stock that are exercisable at
$.001 per share to Cornell Capital Partners.  The fair value of the warrants was
calculated using the Black-Scholes Option Pricing Model and the Company recorded
a note discount of $30,375.  The note discount is being  amortized over the term
of the debenture.

In  conjunction  with GS  AgriFuel's  October 30, 2006  issuance of  convertible
debentures to Cornell  Capital,  GS AgriFuels  issued to Cornell Capital 540,000
five year warrants to purchase GS AgriFuels common stock that are exercisable at
$.001 per share to Cornell Capital Partners.  The fair value of the warrants was
calculated using the Black-Scholes Option Pricing Model and the Company recorded
a note discount of  $1,079,460.  The note discount is being  amortized  over the
term of the debenture.

Summarized   information   about  GS  AgriFuels'   stock  options  and  warrants
outstanding at June 30, 2007 is as follows:

Weighted Average

                                      Number of Shares        Exercise Price
                                      ----------------        ---------------
Outstanding at January 1, 2007          7,665,000               $   2.35
Granted at fair value                     935,375                   5.50
Forfeited                                    --                       --
Exercised                                    --                       --
                                        ---------               ---------
Outstanding at June 30, 2007            8,060,375                   2.87
<TABLE>

Summarized information about GS AgriFuels's stock options and warrants
outstanding at June 30, 2007 is as follows:
<CAPTION>

  Exercise Prices           Number of Options   Weighted Average    Weighted Average                 Exercisable
                              Outstanding          Remaining        Exercise Price        Number of Options     Weighted Average
                                                Contractual Life                                                Exercise Price
-----------------------------------------------------------------------------------------------------------------------------------
<C>                           <C>                      <C>                <C>                 <C>                    <C>
$0.001                        1,125,000                5.00               0.001               1,125,000              0.001
$3.000                        6,000,000               10.00               3.000               1,200,000              3.000
$3.500                          534,500                5.00               3.500                 534,500              3.500
$7.000                          267,250                5.00               7.000                 267,250              7.000
$10.500                         133,625                5.00              10.500                 133,625             10.500
                             ----------                                                      ----------
                              8,060,375                                                       8,060,375
</TABLE>

The fair value of each option  granted  during 2007 is  estimated on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
assumptions:

                                                     2007
                                                    ------
Dividend yield                                         --
Expected volatility                                  150%
Risk-free interest rate                             4.53%
Expected life                                       5yrs.

                                       10
4.    ACQUISITIONS & MERGERS

GS AgriFuels 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.

In August 2006, GS AgriFuels  entered into a Series A Preferred  Stock  Purchase
Agreement with  ZeroPoint  Clean Tech,  Inc. under which GS AgriFuels  agreed to
purchase 113,800 shares of Series A Preferred Stock, representing  approximately
10% of the capital  stock of ZeroPoint at a purchase  price of $21.98 per share.
In conjunction with the Agreement,  ZeroPoint Clean Tech, Inc. also issued to GS
AgriFuels  56,900  five year  warrants to purchase  ZeroPoint  Clean Tech,  Inc.
common stock that are exercisable at $32.97 per share.

On October 18, 2006, GS Energy Corporation and GS AgriFuels Corporation executed
an Agreement  and Plan of Merger.  Pursuant to the terms and  conditions  of the
Merger  Agreement,  GS Energy will merge with and into GS  Acquisition,  Inc., a
newly formed  special  purpose  subsidiary of GS  AgriFuels.  As a result of the
merger,  GS Energy  common stock  shareholders  will receive one (1) share of GS
AgriFuels  common  stock in return for every one thousand  (1,000)  shares of GS
Energy  common  stock held at the time of the closing of the Merger which equals
approximately   2,500,000  shares  of  GS  AgriFuels  common  stock.  GreenShift
Corporation,  which owns preferred stock in GS Energy, will receive GS AgriFuels
Series D Preferred Stock. The closing of the merger will occur after approval of
the merger by the shareholders of GS Energy.

GS AgriFuels  issued a  $13,000,000  convertible  debenture  to Cornell  Capital
Partners and a $6,000,000  Senior  Secured Term note to Stillwater  Asset Backed
Fund,  LP, the proceeds both of which are detailed  below.  See Note 6 Financing
Arrangements  for  additional  details on the seller  note due to the  NextGen's
former shareholders.

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  which  will  be  the  first
commercial-scale  facility in New York.  GS Fulton  Biodiesel  and NextGen Fuel,
Inc. are party 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.

On September  13, 2006, GS AgriFuels,  Inc.  entered into a financing  agreement
with  Sustainable  Systems,  LLC  whereby  AgriFuels  would  invest  a total  of
$3,000,000 into the company for a 15% stake in the company. As of March 6, 2007,
we had acquired an  approximately  15% interest  through  advances of $2,000,00,
accounted for under the cost method.

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 an estimate to Goodwill in the amount of  $13,283,172 as of June 30,
2007 until the identifiable  intangibles can be valued. GS AgriFuels' results of
operations  for the period  include the  results of  operations  of  Sustainable
Systems from March 6, 2007 through June 30, 2007.

The  Company  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

                                       11
<PAGE>

4.    ACQUISITIONS & MERGERS (Continued)

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. The Company may decide to co-locate
a wholly- or majority-owned biodiesel production facility at the Memphis site.

5.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid during the six months ended June 30, 2007 and 2006 was $81,225 and
$0,  respectively.  Non-cash investing activities relating to the acquisition of
Sustainable  Systems  resulted  in an  increase  in net  assets of  $12,657,093,
acquired by issuance of notes  payable of $100,000,  issuance of common stock of
$3,553,075 and the issuance of debentures in the amount of $9,004,018.  Non-cash
financing  activities  included the conversion of $260,000 in accounts  payable
(Sustainable promissory note - see Note 7).

6.   RELATED PARTY TRANSACTIONS

In August 2005, the Company  entered into a Management  Services  Agreement with
GreenShift  Corporation  under  which  GreenShift  agreed to provide  management
assistance,  financial support, and business development services. The agreement
was for a term of five years and provided for GreenShift to receive $150,000 per
year  payable  in cash or the  Company's  common  stock.  On May 23,  2006,  the
management  services  agreement  with  GreenShift  was  amended to  include  the
issuance of 6,000,000 options to purchase GS AgriFuels common stock at $3.00 per
share at the  later  to  occur  of  December  31,  2006 or the  commencement  of
construction of a biodiesel plant, and extend the term of the cash  compensation
of $150,000 per annum through May 23, 2011.  The Management  Services  Agreement
was terminated  effective  January 1, 2007. As a result,  the Company  wrote-off
$126,483 of prepaid  expense  related to the  Agreement  during the three months
ended March 31, 2007.

SHARE PURCHASE AGREEMENT WITH GREENSHIFT

On June 7, 2006, the Company acquired Mean Green BioFuels,  Inc., a newly formed
company, from GreenShift  Corporation.  At the closing,  GreenShift  Corporation
surrendered to the Company  300,000  shares of the Company's  Series B Preferred
Stock (which was  convertible  into 67% of the  Company's  fully-diluted  common
stock).  In exchange for the Mean Green BioFuels shares and the Company's Series
B Preferred Stock, the Company assumed GreenShift's  obligations under a Secured
Convertible Debenture due to Cornell Capital Partners in the principal amount of
$1,949,631 and issued to GreenShift 1,000,000 shares of Series C Preferred Stock
(which was subsequently  converted into 26,000,00  shares of common).  Since the
combination  was  consummated   between  entities  under  common  control,   the
transaction  was  accounted for at book value,  and the amount of  consideration
paid over the book value of assets  received  of  $1,950,601  was  recorded as a
reduction  of  paid  in  capital.  Prior  to the  acquisition,  the  predecessor
operations of Mean Green  BioFuels,  Inc.  recorded an operating loss of $57,573
for the period from January 1, 2006 to May 23, 2006.

LOAN TO COMPANY FROM SEAWAY VALLEY FUND

On  December  28,  2006,  the  Company  issued  to  Seaway  Valley  Fund,  LLC a
Convertible  Debenture  due December 28, 2008 with a face amount of $250,000 for
monies  received by the Company in January 2007 from Seaway Valley in the amount
of $250,000. The terms of the Convertible Debenture are set forth in Note 6. The
controlling  member of Seaway  Valley is the  Company's  President and CEO. This
debenture  and the  accompanying  accrued  interest was paid in full on June 14,
2007.

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 in the third or
fourth quarter of 2007.

NextGen Fuel, Inc. has an exclusive manufacturing agreement with Warnecke Design
Service, Inc., for the design, fabrication, assembly, testing, and commissioning
of NextGen Fuel's biodiesel production systems. During the six months ended June
30, 2007, the Company paid deposits under the manufacturing  agreement  totaling
approximately  $1,344,557  to  Warnecke,  and had work in process  inventory  of
$1,502,048 and accounts payable and accrued

                                       12
<PAGE>

6.   RELATED PARTY TRANSACTIONS (Continued)

expenses of $666,130 due to Warnecke at June 30, 2007.  GreenShift  Corporation,
the  Company's  majority  shareholder,  is also the majority  shareholder  of GS
Energy Corporation.  Warnecke Design Service,  Inc. is a wholly owned subsidiary
of GS Energy Corporation.

See also the financing arrangements described in Note 7.

7.   FINANCING ARRANGEMENTS

The following is a summary of the Company's  financing  arrangements  as of June
30, 2007:

Short-term borrowings:
     Short term loans/debenture - GreenShift ........   $     23,820
     Short term loans - affiliate ...................   $    206,125
                                                        ------------
             Total short-term borrowings ............   $    229,945

Convertible debentures, current portion:
       Convertible denture - Sustainable sellers ....              $
                                                           3,552,005

Long term convertible debentures:
     Convertible debenture - Cornell Capital Partners   $  1,949,631
     Convertible debenture - Cornell Capital Partners   $  5,500,000
     Convertible debenture - Cornell Capital Partners   $ 13,000,000

     Note discounts .................................   $   (858,508)
     Convertible debenture - Sustainable sellers ....   $  3,552,013
                                                        ------------
Total of long term convertible debentures ...........   $ 23,143,136

Long-term debt, current portion:
     Note payable - Stillwater ......................   $  4,044,000
     Note payable - NextGen sellers .................   $  4,029,437
     Note payable - Sustainable sellers .............   $  1,900,000
     Note payable - First Community Bank ............   $    729,016
     Note payable - Great Northern Development ......   $    100,000
     Note Payable - Sheridan Electric ...............   $    250,000
       Note payable - American State Bank ...........   $  1,350,000
                                                        ------------
         Total long-term debt, current portion ......   $ 12,402,453

Long-term debt, long term portion:
     Notes Payable - MT Dept of Agriculture .........   $    124,052
     Notes Payable - First Community Bank ...........   $    595,311
     Notes payable - Great Northern Development .....   $  1,035,518
                                                        ------------
     Total long-term debt, current portion ..........   $  1,754,881

The following chart is presented to assist the reader in analyzing GS AgriFuels'
ability to fulfill its fixed debt service requirements as of June 30, 2007:

Year                             Amount
2007                           $10,680,164
2008                             5,452,005
2009                            24,001,644
2010                               631,662
2011                               124,052
Thereafter                       1,051,401
                               ------------
Total minimum payments due
under current and
long-term obligations          $41,940,928
                               ===========

                                       13
<PAGE>


7.   FINANCING ARRANGEMENTS (Continued)

SHORT TERM BORROWINGS - AFFILIATE

During the six months ended June 30,  2007,  GS  AgriFuels  received  $64,881 in
short term loans from GreenShift  Corporation.  These loans bear interest at 8%,
for which  $6,802 in interest  expense was accrued for the six months ended June
30,  2007.  During  the six months  ended June 30,  2007,  GS  Agrifuels  loaned
GreenShift  $350,000.  This  non-interest  bearing  advance is  reimbursable  on
demand.  The total net principal amount due from GreenShift for short term loans
was $153,891 as of June 30, 2007.

During  the  six  months  ended,  GS  CleanTech  Corporation,  a  subsidiary  of
GreenShift  Corporation,  paid  $206,125 on behalf of GS AgriFuels  for services
performed during that period.  The total amount due to GS CleanTech  Corporation
was  $206,125  as of June 30,  2007.  These  non-interest-bearing  advances  are
reimbursable  on demand.  GreenShift is an  approximate  80%  shareholder  of GS
AgriFuels and is controlled by Kevin Kreisler, Chairman of GS AgriFuels.

CONVERTIBLE DEBENTURES ISSUED TO GREENSHIFT

On December 29, 2005,  the Company issued an $187,995  convertible  debenture in
exchange for its outstanding liability to GreenShift  Corporation.  The $187,995
convertible debenture was due and payable on December 31, 2006, bearing interest
at 8% per year, payable in cash or convertible into our common shares. Additions
to the debenture through advances by GreenShift on behalf of the Company totaled
$88,607  through  December  31, 2006 for a balance of $276,602 on that date.  On
December 31, 2006,  this debenture in the amount of $276,602 was renewed and has
a new maturity date of December 31, 2007 with a fixed conversion price of $3.00.
The number of issuable common shares upon  conversion  based on the terms of the
original debenture was equal to the amount of the note divided by the average of
the three lowest  closing  market prices of the stock during the thirty  trading
days preceding  conversion,  provided such issuance did not give GreenShift more
than a 4.95% ownership of the Company.  The company determined that the variable
price conversion feature on the original  debenture was an embedded  derivative,
and recorded a note  discount and  derivative  liability of $104,657 at December
31, 2005. The note discount was fully amortized as of December 31, 2006.  During
the six months ended June 30, 2007, the Company repaid GreenShift $98,891 on the
new  debenture.  In exchange for these  payments,  the principal  balance due on
these  debentures  was reduced to  $177,711.  For the six months  ended June 30,
2007, interest expense of $6,366 for this obligation was incurred and accrued.

CONVERTIBLE DEBENTURES - CORNELL CAPITAL

In conjunction with the May 2006 Share Purchase  Agreement with  GreenShift,  GS
AgriFuels assumed GreenShift's obligations under a Secured Convertible Debenture
due to Cornell  Capital  Partners 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 Cornell  Capital  Partners 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 Cornell may acquire at
any time is 4.99% of the  outstanding  common  shares.  For the six months ended
June 30, 2007,  interest expense of $96,680 for this obligation was incurred and
accrued.

On June 7, 2006,  Cornell  Capital  Partners LP ("Cornell")  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 Cornell 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 Cornell 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 Cornell 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 Cornell to resell to the public any shares of GS

                                       14
<PAGE>

7.   FINANCING ARRANGEMENTS (Continued)

AgriFuels  common stock it acquires on conversion of the  Debentures or exercise
of the Warrant.  The registration rights agreement with Cornell Capital entitles
Cornell to  liquidated  damages for failure to register,  and Cornell has waived
any  liquidated  damages due for failure to register.  This is a one time waiver
and Cornell retains its rights under the agreement for future  periods.  For the
six months ended June 30, 2007, interest expense of $272,740 for this obligation
was incurred and accrued.

As an inducement to the purchase of the June 2006 Debenture, GS AgriFuels issued
to Cornell  1,125,000  five year warrants to purchase GS AgriFuels  common stock
that are  exercisable  at $.001 per share.  The fair value of the  warrants  was
calculated using the Black-Scholes Option Pricing Model and the Company 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 $5,021 for the six months ended June 30,
2007.

In  consideration  of Cornell's  investment  in the October 2006  Debenture,  GS
AgriFuels  issued to Cornell a five year  Warrant  to  purchase  540,000  common
shares.  The  exercise  price is $.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 the Company
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 six
months  June  30,  2007,  interest  expense  from the  amortization  of the note
discount was $178,431.  For the six months ended June 30, 2007, interest expense
of $644,658 for this obligation was incurred and accrued.

Commencing  on February 1, 2007,  Cornell  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.  Cornell
has not converted any portion of the Debentures into stock as of June 30, 2007.

The  Debentures  are  secured  by a  pledge  of  all of GS  AgriFuels's  assets,
including the capital stock of its subsidiaries: Mean Green BioFuels, Inc., Mean
Green Biodiesel #1, Inc., Mean Green Biodiesel #2, Inc. and Mean Green Biodiesel
#3, Inc. The  subsidiaries  of GS AgriFuels  have pledged their assets to secure
the Debentures.

GreenShift  Corporation,  the parent of GS AgriFuels,  and certain affiliates of
GreenShift   Corporation   (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 Cornell.

CONVERTIBLE DEBENTURE - SEAWAY VALLEY FUND

On  December  28,  2006,  the  Company  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 the Company from Seaway Valley in the amount
of $250,000.  The terms of the Convertible  Debenture are the following:  (i) an
interest rate of eight percent (8%) payable,  at the option of Seaway Valley, in
cash or registered  common stock in GS AgriFuels  Corporation or any combination
thereof; (ii) shall become due and be payable monthly commencing March 31, 2007,
unless otherwise  waived or deferred by Seaway Valley;  (iii) payment in full or
in part of principal  plus accrued but unpaid  interest  shall be made only upon
demand by Seaway Valley  commencing April 31, 2007; (iv) any unpaid balance,  at
the option of Seaway Valley,  shall become  immediately  due and payable without
notice or  demand  in the  event of  default,  and (v) any  accrued  and  unpaid
interest  shall be  convertible  upon demand of Seaway  Valley  into  registered
shares of common  stock  equal to the lower of: (a) $3.00 per share;  or (b) the
lowest convertible  debenture conversion price,  preferred,  common or any other
class of stock or  convertible  security  issuance  price,  or warrant or option
issuance price,  issued from December 28, 2006 until the time of  conversion(s);
or (c) 100% of the closing  market price as of December 28, 2006  provided  that
any such conversion  price shall not trigger a lowering of the conversion  price
of any convertible debenture(s) outstanding at December 28, 2006. This debenture
and the accompanying  accrued interest in the amount of $7,726 were paid in full
during the six months  ending June 30, 2007.  The  controlling  member of Seaway
Valley is the Company's President and CEO.

DEMAND NOTE:  STILLWATER ASSET-BASED 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

                                       15
<PAGE>

7.   FINANCING ARRANGEMENTS (Continued)

$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  the  Company's  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.
All amounts of principal and interest not  previously  satisfied  will be due on
December 31, 2007. 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 six months ending June 30, 2007, interest expense of $517,810
for this obligation was incurred.

DEMAND NOTE - NEXTGEN SELLERS

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 not  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.

NOTE AND CONVERTIBLE DEBENTURE - SUSTAINABLE SYSTEMS SELLERS

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  proximately  $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 six months ending June 30, 2007,  interest
expense of $30,192 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 the
Company's  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 the  Company's  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.  The Company's  obligations  under the
Note and the  convertible  debentures  are secured by the Company's  Sustainable
common stock holdings. For the six months ending June 30, 2007, interest expense
of $112,886 for these obligations was incurred and accrued.

INVENTORY FINANCING - SUSTAINABLE SYSTEMS

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

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7.   FINANCING ARRANGEMENTS (Continued)

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  will be due on  September  1, 2007.  For the six months
ending June 30, 2007,  interest  expense of $110,065 for these  obligations  was
incurred of which $57,575 was accrued.

NOTE PAYABLE - SUSTAINABLE SYSTEMS

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 six months  ending
June 30, 2007, interest expense of $33,377 for these obligations was incurred.

NOTES PAYABLE - SUSTAINABLE SYSTEMS

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, 20011.  The
notes are secured by an interest in various equipment including eleven pumps and
a solvent  recovery  system.  For the six months ending June 30, 2007,  interest
expense of $1,846 for these obligations was incurred and accrued.

Sustainable has signed four notes with Great Northern  Development  with balance
at June 30, 2007 of $1,165,019. Three of the notes totaling $440,857 at June 30,
2007  accrue  interest at the rate of 6% per annum.  The  payment  terms for the
notes are as follows: the $11,301 and $129,556 notes are to be paid off with 180
monthly  payments  beginning  December 15, 2005 with a maturity date of November
15,  2020 and the  $300,000  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 $724,162  accrues interest at the rate of 5% per annum with payments of
principal only thru November 2007 and principal and interests payments until the
maturity  date of November  15, 2010.  For the six months  ending June 30, 2007,
interest expense of $31,561 for these obligations was incurred.

DEMAND PROMISSORY NOTE - SUSTAINABLE SYSTEMS

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 six months ending June 30, 2007, interest expense of
$1,250 for these obligations was incurred.

8.  GOVERNMENT GRANTS

On September  28,  2006,  Sustainable  Systems 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

                                       17
<PAGE>

8.  GOVERNMENT GRANTS (Continued)

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  $387,939 in grant income under the above grants,  WIRED
$370,977  and MBRCT  $16,962  during  the  period  from  March 6, 2006  (date of
acquisition) to June 30, 2007.

9.  SUBSEQUENT EVENTS

In July 2007,  the Company  entered into a Management  Services  Agreement  with
GreenShift  Corporation  under  which  GreenShift  agreed to provide  management
services.  The agreement is for a term of five years and provides for GreenShift
to receive $150,000 per year payable for the management  services.  Is addition,
to the extent that GreenShift's  staff provides services  including  management,
accounting and other general administrative  services, GS AgriFuels will pay for
such  services  at a rate equal to  GreenShift's  cost plus 15% to provide  such
services (the "G&A Services").  All fees shall be either,  at GreenShift's  sole
option, accrued or paid in the form of shares of common stock until such time as
GS AgriFuels generated sufficient positive cash flows to support cash payment of
said amounts.  Additionally, GS AgriFuels shall reimburse GreenShift in cash for
reasonable  and  customary  expenses  incurred  by  GreenShift  with third party
vendors during its performance under the Management Services Agreement.

On July 6, 2007,  GreenShift  converted its 6 million stock options into a total
of 1,000,000 shares of the Company's Series C Preferred Stock.

On July 6, 2007, GS AgriFuels signed an Employment Agreement with Tom Scozzafava
with an effective  date of January 1, 2007.  Under the terms of this  agreement,
Tom  Scozzafava  has been  employed by GS AgriFuels as its  President  and Chief
Executive  Officer.  The  agreement  is for a term of five  years  and  shall be
automatically  renewed for additional one-year terms until either party gives at
least a sixty  date  written  notice  of  termination.  Under  the  terms of the
agreement, Mr. Scozzafava shall be paid an annual salary of $150,000 and will be
eligible to fully  participate in all benefit plans  maintained by GS AgriFuels.
The salary will be paid in registered  shares of common stock until GS AgriFuels
has sufficient cash flow to support payment of the salary in cash, at which time
Mr. Scozzafava may opt for payment in cash or in stock. The salary will increase
to  $250,000  per  year  if GS  AgriFuels  completes  an  equity  financing  for
$25,000,000 at a per share valuation of $3.00 or greater. In connection with the
execution of the Employment  Agreement,  GreenShift  Corporation assigned to Mr.
Scozzafava 378,653 shares of GS AgriFuels' Series C Preferred Stock. The Company
accrued $54,526 in consulting  fees related to this transfer of shares.  For the
six months ended June 30, 2007, Mr. Scozzafava  received $57,692 as compensation
for past services.

On July 6, 2007, the Company entered into an Exclusive License Agreement with GS
CleanTech Corporation ("Licensor") that was effective January 1, 2007 whereby GS
AgriFuels  has been granted an  exclusive  license  ("License  Grant") to use GS
CleanTech's  corn  oil  extraction   technology  ("COES"),   any  patent  rights
pertaining to the COES and the technology,  inventions and equipment inherent in
the COES for use in the production and sale of fuels derived from biomass or its
precursors.  GS AgriFuels shall pay the Licensor a one-time license fee equal to
$0.05 per gallon of installed and commissioned corn oil production capacity upon
the commissioning of each extraction  system. GS AgriFuels shall also pay to the
Licensor a royalty fee equal to the  greater of either  $0.10 per gallon of corn
oil  extracted as long as the COES system  extracts  oil or 3% of GS  AgriFuels'
gross sales  deriving  from the sale of biodiesel  produced  from corn oil. This
royalty  shall be paid in cash on a monthly  basis  commencing 30 days after the
commissioning of each relevant COES system.  In the event the Licensor  finances
and commissions any extraction  systems,  the Licensor is to retain the right to
purchase and sell the extracted corn oil to any third party up until the time GS
AgriFuels  commences  its own  biodiesel  production  at which time GS AgriFuels
shall purchase the corn oil on a take or pay basis at a rate equal to 75% of the
then-prevailing  preceding  month's average spot diesel price until such time as
GS AgriFuels  purchases each relevant extraction systems from Licensor at a rate
equal to Licensors  cost plus 20%,  pays the COES License Fee and begins  paying
the royalty fee. In the event the GS  AgriFuels  finances  and  commissions  any
extraction  systems,  the Company shall pay the applicable  COES License Fee and
royalty  after a  cumulative  of 5  million  gallons  of corn oil  derived  from
biodiesel  have been sold and continue to be sold.  The License  Agreement  also
provides  that  GS  AgriFuels  shall  exclusively  purchase  all  equipment  and
components central to the initial and ongoing application of the COES and retain
Licensor to provide  design-build,  process  engineering  and ongoing  technical
services  relating to the design,  construction  and  ongoing  operation  of all
processing facilities based on the COES and all Company biodiesel and

                                       18
<PAGE>

9.  SUBSEQUENT EVENTS (Continued)

related processing facilities on a cost plus 20% basis. GS CleanTech Corporation
is a subsidiary of GreenShift Corporation,  which is the majority shareholder of
GS AgriFuels.


































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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 "Business Risk Factors." Readers are cautioned
not to place undue reliance on these forward-looking  statements,  which reflect
management's  opinions only as of the date hereof. We undertake no obligation to
revise or publicly release the results of any revision to these  forward-looking
statements.  . Readers  should  carefully  review the risk factors  described in
other  documents GS AgriFuels  files from time to time with the  Securities  and
Exchange Commission (the "SEC"), including the Annual Report on Form 10KSB filed
as of December 31, 2006.

OVERVIEW

GS AgriFuels  Corporation  ("we," "our," "us," "GS AgriFuels," or the "Company")
is  a  development  stage  Delaware  corporation  that  manufactures  and  sells
proprietary   agrifuels  and  renewable  energy  production   equipment  and  is
developing  facilities  to  produce  and sell  clean  fuels and energy and other
agriproducts from biomass utilizing  proprietary  technologies and industry know
how. GS AgriFuels also makes both majority and minority investments in companies
with  which  GS  AgriFuels  seeks  to form  strategic  relationships  and  where
management   believes   such   investments   offer  the  potential  for  capital
appreciation.

Concerns  over  climate  change,  continued  growth  in energy  demand,  and the
stability  and  pricing of the  petroleum  markets  are  driving a global  shift
towards   increased   reliance  on   alternative   energy   sources,   including
biomass-derived  fuels. Biomass is the most abundant and only resource available
in the time to satisfy the world's expansively growing demand for carbon-neutral
liquid  fuels.  GS AgriFuels  and its  portfolio  companies  own or hold the use
rights  to  a  number  of  patented  and  patent-pending   biomass   extraction,
preparation,  and  refining  technologies  that  convert  biomass into clean and
renewable energy and fuels.

Our technologies and the technologies of certain portfolio  companies  encompass
several classes of technology,  including  innovative  extraction,  desiccation,
homogenization,   process   intensification,   biodiesel   production,   biomass
gasification, reformation, and catalytic technologies. Our development plans are
based on the use of these technologies to:

     >>   Sell equipment at high margins into selected market segments;

     >>   Acquire  long term  rights to  high-quality  sources of  biomass  with
          low-risk and at low-cost;

     >>   Produce  biomass-derived  energy  and  fuels  out  of  non-traditional
          feedstocks such as corn oil and cellulosic biomass;

     >>   Acquire   production  assets  in  mature   agribusinesses  -  such  as
          traditional  corn  ethanol,  oilseed  crushing and other  agriproducts
          processing  facilities - and  synergistically  upgrade these locations
          into integrated multi-feedstock, multi-fuel ("IMF") biorefineries.

We believe that combined  applications of these  technologies  may have wide and
disruptive  application  potential  throughout the landscape of the agriproducts
sector. Our technologies are robust,  scalable,  energy efficient,  modular and,
importantly,  capable of rapid and  cost-effective  "plug-and-play"  integration
into the existing agribusiness infrastructure.

These advantages  converge to potentially  enable the refining of many different
alternative feedstocks into clean and renewable energy and a number of different
clean fuels  cost-effectively  at small scales.  This provides us with,  what we
believe  to be,  highly  valuable  opportunities  to  reduce  commodity  risk by
creating  opportunities to manage  production  assets in response to fluctuating
commodity market conditions.  No single  conventional or new technology or group
of technologies that we are aware of can currently achieve this.

Commercial  scale  early-adopter  and pilot  deployments of our technologies are
currently in operation and are used for ongoing  customer  demonstrations  as we
service our current  biodiesel  equipment  sales  pipeline.  We also rely on our
pilot  deployments to prove out the economics of our own planned fuel production
facilities for prospective financing sources and project partners.

GS AgriFuels is currently  developing  several sites for the construction of our
planned  production  facilities.  Most of our  planned  facilities  will have an
initial nameplate capacity of five (5) or ten (10) million gallons of biodiesel

                                       20
<PAGE>

production and potentially five (5) million gallons of ethanol,  methanol and/or
synthetic diesel production derived from biomass  gasification and gas-to-liquid
technologies.  GS AgriFuels' production plans are based on leveraging technology
and/or geography to establish a feedstock  procurement  advantage.  We intend to
accomplish this by: (i) co-locating  agrifuels  production assets directly at or
in proximity to our facility's  source of biomass  feedstock,  such as an animal
processing  facility  or an oil seed  crushing  facility,  and/or (ii) by taking
advantage of technologies  that enable us to obtain and process  feedstocks that
other producers  cannot process,  such as the corn ethanol  co-product  known as
distillers  dried grain.  Our  long-term  production  plans are to build a large
number of smaller,  strategically placed or "distributed"  production facilities
at or in proximity to the plants'  source of  feedstocks.  Finally,  the Company
also has and  intends to  continue  to acquire  existing  production  assets and
upgrade  these  assets  through the  implementation  of one or more  proprietary
technologies.

Our  business  model  is  also  based  on our  sales  of  proprietary  agrifuels
production equipment to third party biodiesel and other agrifuels producers.  We
intend  to  provide  our  equipment  sales  clients  with  financial  and  other
assistance  relative to their respective projects and we plan to consider making
equity and other  investments  in  qualified  projects.  Our  current  equipment
offerings  include  turn-key  biodiesel  production  plants  rated  for five (5)
million and ten (10) million  gallons per year,  although the modular nature and
small  footprint  of the  technology  allow our  customers to rapidly and easily
expand plant production capacity.

Key recent developments include:

     >>   Acquisition  of Biodiesel  Technology  Provider.  In October 2006, the
          Company  completed the acquisition of biodiesel  technology  provider,
          NextGen Fuel, Inc., which has developed and begun commercialization of
          a proprietary,  patent-pending  continuous flow biodiesel system.  The
          systems, which include both direct and  transesterification,  are skid
          mounted and can produce five (5) million or ten (10)  million  gallons
          per year;

     >>   Sales of Biodiesel  Production  Equipment.  The Company has executed a
          number of contracts to sell NextGen's biodiesel  production systems to
          various clients;

     >>   Acquisition of Production  Rights to Corn Oil Extraction  Systems.  In
          July 2007, the Company entered into an agreement with an affiliate, GS
          CleanTech  Corporation,  to obtain the exclusive biodiesel  production
          rights  for  corn  oil  extracted   through  the   utilization  of  GS
          CleanTech's patent-pending Corn Oil Extraction Systems ("COES");

     >>   Acquisition of Feedstock.  The Company has executed agreements for the
          purchase of more than 33 million gallons per year of hedged crude corn
          oil from ethanol facilities at rates equal to about 50% of diesel spot
          prices;

     >>   Development  of  Biodiesel  Production  Facilities.  The  Company  has
          completed  preliminary   engineering  and  permitting  activities  for
          biodiesel production sites in Fulton, New York and Memphis,  Tennessee
          and we are  currently in various  stages of  negotiations  to deploy a
          number of  majority-owned  corn oil  biodiesel  production  facilities
          on-site at several  existing  ethanol  facilities  in the  Mid-Western
          U.S.;

     >>   Acquisition  of Oilseed  Crush  Facility.  In March 2007,  the Company
          acquired 100% of the outstanding stock of Sustainable Systems, Inc., a
          developer of oilseed  crush  facilities  with  currently  one plant in
          operation  in  Culbertson,  Montana that is  currently  expanding  its
          oilseed extraction and vegetable oil refining capability from 300 tons
          per day to 600 tons per day.  Management  intends to locate  biodiesel
          production  and other  biomass-derived  energy  and  fuels  production
          capability on-site at this facility;

     >>   Investment in ZeroPoint  Clean Tech,  Inc. In August 2006, the Company
          made a strategic investment in the development stage company ZeroPoint
          Clean Tech, Inc., which is developing for commercialization a range of
          technologies related to biomass gasification, gas-to-liquid, and water
          evaporation among others; and

     >>   Distribution  Agreement with ZeroPoint Clean Tech, Inc. In conjunction
          with  the  investment  in  ZeroPoint,   the  Company  entered  into  a
          reciprocal sales and marketing  agreement whereby  ZeroPoint  acquired
          the worldwide,  non-exclusive rights to market and sell certain of our
          technologies,   and  GS  AgriFuels  acquired  the  exclusive  use  and
          marketing  rights for  ZeroPoint's  patent  pending  gasification  and
          gas-to-liquids technology in the North American ethanol industry.

                                       21

<PAGE>

BUSINESS RISK FACTORS

     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 may be unsuccessful at developing profitable facilities.

GS AgriFuels was a start-up company up until the second quarter of 2007. Only in
June 2006 did we obtain the funds  necessary to initiate  operations.  Before we
begin to  generate  revenue,  we will have to obtain  sites for our  facilities,
obtain the necessary  permits and licenses to construct the  facilities,  retain
qualified contractors,  engineers and architects,  employ a qualified staff, and
obtain the business relationships  necessary to insure a supply of raw materials
and a market for our end  product.  Many  factors  could cause our efforts to be
defeated, including both factors that we already anticipate and factors that may
surprise us.

We may be unable to obtain the  financing  required  to  construct  our  planned
facilities.

In order to complete  construction  of our planned  facilities,  we will have to
obtain  equity and senior debt  financing  equal to our  aggregate  construction
costs.  This  currently  corresponds  to about  $25,000,000.  At present we have
received no  commitment  for those funds,  nor do we know whether the  financing
will be available on terms that will allow us to operate  profitably.  If we are
unable to obtain the necessary financing, our business will fail.

Our failure to manage our growth  effectively  could  prevent us from  achieving
profitability.

Our strategy  envisions a period of rapid  growth that may impose a  significant
burden  on our  administrative  and  operational  resources.  The  growth of our
business, and in particular, the completion of construction of our planned clean
fuel production facilities,  will require significant investments of capital and
management's close attention.  Our ability to effectively manage our growth will
require us to substantially  expand the capabilities of our  administrative  and
operational  resources  and to  attract,  train,  manage  and  retain  qualified
management,  technicians  and  other  personnel.  We may be  unable to do so. In
addition,  our failure to  successfully  manage our growth  could  result in our
sales not  increasing  commensurately  with our capital  investments.  If we are
unable to successfully manage our growth, our business may fail.

If federal legislation that puts imported alternative fuels at a disadvantage is
repealed,  competition from foreign-produced  ethanol could significantly reduce
our revenues.

At the present  time,  most of the  financial  benefits and  subsidies  that the
federal  government  provides  to  spur  the  use of  agrifuels  are  denied  to
foreign-produced  agrifuels.  However, there is substantial pressure on Congress
to eliminate the exclusion of foreign-produced agrifuels from those benefits. If
imported    ethanol   were   given   the   same    legislative    treatment   as
domestically-produced  biodiesel,  the  likely  result  would  be a  significant
reduction in the market price of ethanol. This would have the effect of reducing
our revenues and reducing or eliminating our profits.

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.

We may engage in hedging transactions and other risk mitigation strategies that
could harm our results.

In an attempt to partially  offset the effects of  volatility of fuel prices and
prices  for  agricultural  products,  we may enter  into  contracts  to supply a
portion of our  biodiesel  and ethanol  production  or purchase a portion of our
feedstock  requirements  on a forward basis and may also engage in other hedging
transactions  involving  exchange-traded  futures  contracts for feedstocks from

                                       22
<PAGE>
time to time. The financial  statement  impact of these  activities is dependent
upon, among other things, the prices involved and our ability to sell sufficient
products  to use all of the  feedstocks  for  which we have  futures  contracts.
Hedging  arrangements also expose us to the risk of financial loss in situations
where the other party to the hedging  contract  defaults on its  contract or, in
the case of exchange-traded  contracts,  where there is a change in the expected
differential  between  the  underlying  price in the hedging  agreement  and the
actual prices paid or received by us. Hedging  activities can themselves  result
in losses when a position is  purchased  in a declining  market or a position is
sold in a rising market.

                      II. Risks attendant to our management

Our  business  development  would be  hindered  if we lost the  services  of our
Executive Officers.

Thomas  Scozzafava and Kevin Kreisler are the Chief Executive  Officer and Chief
Financial Officer,  respectively, of GS AgriFuels. Together they are responsible
for  strategizing not only our business plan but also the means of financing it.
If either  of these  officers  were to leave GS  AgriFuels  or become  unable to
fulfill his  responsibilities,  our  business  would be  imperiled.  At the very
least,  there  would  be a delay  in the  development  of GS  AgriFuels  until a
suitable replacement for the departed officer could be retained.

Related  party  transactions  may occur on terms  that are not  favorable  to GS
AgriFuels.

GS AgriFuels is a subsidiary of GreenShift Corporation, which currently controls
over 92% of the voting  power in GS  AgriFuels.  GreenShift  Corporation  is the
parent of several corporations involved in the development and implementation of
environmentally  responsible  technologies,  and has significant  investments in
several others.  GreenShift  intends to foster cooperation among its affiliates,
so as to gain the  benefits of  intellectual  cross-fertilization,  economies of
scale, and captive markets.  For example,  GS AgriFuels is currently party to an
agreement  with  GS  CleanTech  Corporation,   a  majority-owned  subsidiary  of
GreenShift,  pursuant  to  which GS  AgriFuels  will  purchase  corn oil from GS
CleanTech.   GreenShift   will  not  obtain   independent   evaluations  of  the
transactions between its subsidiaries.  Therefore,  it may occur that GreenShift
will cause GS  AgriFuels to enter into  transactions  with  affiliates  on terms
which are less beneficial to GS AgriFuels than it might obtain in an arms-length
transaction.

              III. Risks attendant to our relationship with Cornell

Capital Partners

The resale of shares acquired by Cornell Capital  Partners from GS AgriFuels may
reduce the market price of GS AgriFuels' shares.

GS  AgriFuels  has sold to  Cornell  Capital  Partners  a series of  Convertible
Debentures  that Cornell  Capital may convert into shares of common  stock.  The
Debentures  are   convertible  at  $3.00  per  share,   although  under  certain
circumstances  they may also be converted at 90% of the market price at the time
of conversion. Cornell Capital Partners may also acquire 1,665,000 of the shares
by exercising a Warrant to purchase  shares at $0.001 per share.  It is possible
that resale of shares by Cornell  Capital  Partners  may reduce the market price
for GS AgriFuels common stock.

Existing  shareholders may experience  significant dilution from our issuance of
shares to the holders of our convertible debentures.

We have  issued  convertible  debentures  to a number  of  entities  in order to
finance the development of our business. The issuance of shares on conversion of
these  debentures  or on  exercise  of the  warrants  issued to Cornell  Capital
Partners 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.

             IV. Risks attendant to the market for our common stock.

There is a very limited market for our common stock.

Only a very small portion of our outstanding  shares are held by persons who are
not  affiliated  with GS  AgriFuels.  For that  reason,  there is a very limited
market  for our  common  stock.  On most days its  trading  volume is only a few
thousand shares.  If a more  substantial  market for our stock does not develop,
shareholders may find it difficult to sell their shares when they wish to do so.

                                       23

<PAGE>
The  volatility  of the  market  for GS  AgriFuels  common  stock may  prevent a
shareholder from obtaining a fair price for his shares.

GS  AgriFuels  at the  present  time has few shares  held by persons who are not
affiliated with GS AgriFuels and only a very small number of market makers. As a
result, the market price for our common stock is volatile. It seldom trades, and
when it does,  the price may increase or decrease by 25% in one day.  Unless and
until the market for our common stock grows and  stabilizes,  the common  shares
you purchase will remain  illiquid.  A shareholder  in GS AgriFuels who wants to
sell his shares, therefore, runs the risk that at the time he wants to sell, the
market price may be much less than the price he would consider to be fair.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THREE MONTHS ENDED JUNE 30, 2006

All of the Company's  revenues  during the three months ended June 30, 2007 were
produced by its subsidiary  Sustainable Systems, Inc., which operates an oilseed
crushing facility in Culbertson,  Montana.  Likewise all of the reported cost of
revenues was  attributable  to expenses  incurred by  Sustainable  Systems.  The
Company  acquired  control  of  Sustainable  Systems  on March  6,  2007 and has
consolidated  the financial  results of Sustainable  Systems only from that date
forward.

During the three  months  ended June 30, 2007,  the Company  incurred  operating
expenses totaling  $1,442,350 as compared to $181,200 for the three months ended
June 30, 2006. Operating expenses for the three months June 30, 2007 as compared
to 2006 was composed of $917,351 and $181,200, respectively, in selling, general
and  administrative  expenses  and  $525,000  and $0,  respectively,  due to the
amortization of intangibles.

SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO SIX MONTHS ENDED JUNE 30, 2006

GS AgriFuels was a shell  company,  without any business  operations,  from 2003
until June 2006. During that time, its expenses  consisted of (a) administration
expenses,  and (b)  write-offs  of assets  remaining  from the business  that it
operated prior to 2003.

All of the Company's  revenues during the first six months of 2007 were produced
by its subsidiary, Sustainable Systems, Inc., which operates an oilseed crushing
facility in Culbertson,  Montana.  Likewise all of the reported cost of revenues
was  attributable  to expenses  incurred  by  Sustainable  Systems.  The Company
acquired  control of Sustainable  Systems on March 6, 2007 and has  consolidated
the financial results of Sustainable Systems only from that date forward.

The operations of Sustainable  Systems in the period from March 6, 2007 (date of
acquisition) through June 30, 2007 produced a negative gross margin. The primary
reason  for the loss was due to  approximately  $159,000 n rebates  provided  to
customers during the period.

Our operating expenses during the first six months of 2007 consist of:

     o    $1,449,269  in  selling,   general  and   administrative   expense.  A
          considerable  portion  of  this  expense  is  attributable  to  legal,
          consulting  and  accounting  expenses that we are incurring as we make
          acquisitions and otherwise develop our business operations.  We expect
          these expenses will continue to be high for the foreseeable future, as
          our  business  plan  contemplates  additional  acquisitions  and other
          projects that will require professional assistance.

     o    $1,884,781  in  stock-based  compensation.  We realized  this  expense
          because we issued performance-based stock options to certain employees
          and members of management of  Sustainable  Systems in connection  with
          our acquisition of that  subsidiary.  Because we intend to devote our
          cash resources to our construction and development  activities,  it is
          likely that we will use our equity for compensation purposes from time
          to time and so incur stock-based compensation expense.

     o    $1,043,288 due to amortization of intangibles, specifically the energy
          technologies   that  we  have  invested  in.  The  asset,   valued  at
          $13,300,000  as of June 30, 2007, is being  amortized over seven years
          with the  result  that we will  incur  $525,000  amortization  expense
          during each quarter until October 2011.

Our operations,  therefore,  produced a net operating loss of $4,409,553 for the
six months ended June 30, 2007. In addition, however, we incurred other expenses
totaling  $1,989,331  primarily as a result of the financings  that we have made
during the past twelve months.

                                       24
<PAGE>

At June 30, 2007 we had  outstanding a total of $41,226,296 in  interest-bearing
debt. The interest that we incurred on those obligations in the first six months
of 2007  totaled  $1,776,695.  In  addition,  certain  of the  instruments  were
accompanied  by warrants or options  when they were  issued,  which must also be
separately valued for financial  accounting  purposes.  For the six months ended
June 30, 2007,  amortization of the resulting debt discounts resulted in expense
of  $183,452,  which  is  included  in  Interest  Expense  in  the  accompanying
Statements of Operations.  In addition,  for the six months ended June 30, 2007,
the amortization of deferred financing costs resulted in an expense of $445,449.

Our net loss for the six  months  ended June 30,  2007  totaled  $6,398,883.  We
anticipate that we will continue to incur losses for the immediate  future until
(a) we begin to realize revenue from sources other than Sustainable Systems, and
(b) we are able to finance our debts so as to  alleviate  the current high level
of debt finance charges.

LIQUIDITY AND CAPITAL RESOURCES

Although we incurred a net loss of  $6,398,883  during the six months ended June
30, 2007, our operations produced $2,815,317 in net positive cash. This apparent
anomaly is  attributable  to the fact that we  received  $5,067,500  in customer
deposits  during the period to bring the total amounts  deposited  with us as of
June 30, 2007 to $6,722,250.  These  deposits  provided us the cash necessary to
sustain  our  operations.  On the other  hand,  the use of that cash to  sustain
operations  to date means that the revenue we will  realize  when we fulfill the
contracts with those customers will not be matched by equivalent cash flow. As a
result,  we will have to find other  sources of cash to sustain us as we fulfill
those contracts in future months.
<TABLE>

The Company's  aggregate debt service  obligations at June 30, 2007 are shown in
the following table:
<CAPTION>

-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Contractual                            Total              Less Than                                                 Over
Obligations                                                 1 Year          1-3 Years         4-5 Years            5 Years
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
<S>                                    <C>                       <C>          <C>             <C>                      <C>
Cornell Capital Partners               20,449,631               -0-           7,449,631       13,000,000              -0-
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Stillwater                               4,044,000          4,044,000             -0-               -0-               -0-
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Next-Gen Sellers                         4,029,437          4,029,437             -0-               -0-               -0-
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Sustainable Sellers                      9,004,018          5,452,005         3,552,013             -0-               -0-
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Other                                    4,763,843          2,179,945            701,662           124,052      1,758,184
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
Total                                  42,290,929         15,705,387        11,703,306        13,124,052        1,758,184
-------------------------------------- ------------------ ----------------- ----------------- ----------------- ---------------
</TABLE>


At June 30, 2007, GS AgriFuels had current  assets  totaling  $7,125,510 and had
current liabilities totaling $26,848,767, resulting in a working capital deficit
of  $19,723,257.  Of that  shortfall,  $6,722,250 was  attributable  to customer
deposits,  which will be  recognized  upon delivery or completion of the project
for the  customer.  In  addition,  $16,132,169  was  attributable  to notes  and
debentures due within the next twelve months.  We expect to be able to refinance
or defer payment of a large portion of that debt. For these reasons,  we believe
that our working  capital is  sufficient  to fund our  operations  as  currently
constituted for the next twelve months.

Management  expects the  construction  of GS AgriFuels'  first four  facilities,
corresponding  to up to 30 million  gallons  per year of fuel  production,  will
require a total of about $75.0  million,  consisting  of about $70.0  million in
capital costs and about $5.0 million in working  capital.  At the current prices
for  biodiesel,  annual  production  of 30 million  gallons of  biodiesel  would
generate an estimated $90 million in annual revenue, and management expects that
GS AgriFuels  would realize $20.0 million in pre-tax net income on that revenue.
However,  the  accuracy of those  estimates  will depend on the market  price of
biodiesel at the time we initiate production.  If competition reduces the market
price of  alternative  fuels,  the  resulting  shortfall  in meeting our revenue
estimates  will  cause an  equivalent  shortfall  in  meeting  our gross  profit
estimate. In that event, we could find ourselves unable to service our debt.

At the present  time, GS AgriFuels  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.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR ACQUISITIONS

The following unaudited pro forma consolidated  financial  information  presents
the  combined  results  of  operations  of the  Company  as if  the  Sustainable

                                       25
<PAGE>

acquisition   had  occurred  on  January  1,  2007.   The  unaudited  pro  forma
consolidated financial information is not intended to represent or be indicative
of the  consolidated  results of  operations of the Company that would have been
reported  had the  acquisition  been  completed as of the dates  presented,  and
should  not be taken as  representative  of the future  consolidated  results of
operations of the Company.  Summarized  unaudited pro forma consolidated results
were as follows:
<TABLE>
<CAPTION>

                        For the three months ended      For the six months ended
                                 June 30,                         June 30,
                           2007             2006           2007             2006
                        ----------------------------------------------------------
<S>                      <C>            <C>            <C>            <C>
Revenues .............   $ 1,882,946    $         0    $ 3,745,897    $         0
Net loss applicable to
common shareholders ..    (3,906,673)      (231,829)    (6,245,080)      (271,583)

Basic loss per share .   $     (0.13)   $     (0.38)   $     (0.22)   $     (0.45)
</TABLE>

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial  condition or results
of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February, 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial  Liabilities including an amendment of FAS 115, or FAS 159.
This statement  provides  companies with an option to report selected  financial
assets and  liabilities  at fair value.  This  statement is effective for fiscal
years  beginning after November 15, 2007 with early adoption  permitted.  We are
assessing FAS No. 159 and have not yet  determined  the impact that the adoption
of FAS No. 159 will have on our results of operations or financial position,  if
any.

In September 2006, the FASB issued  Statement of Financial  Accounting  Standard
("SFAS") No. 157 Fair Value  Measurements.  This  statement  defines fair value,
establishes a fair value hierarchy to be used in generally  accepted  accounting
principles and expands disclosures about fair value measurements.  Although this
statement  does not require  any new fair value  measurements,  the  application
could change  current  practice.  The  statement  is effective  for fiscal years
beginning  after  November 15, 2007.  The Company is  currently  evaluating  the
impact of this statement to its financial position and results of operations.

















                                       26
<PAGE>


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 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  that are  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.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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.

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

         (c) Unregistered sales of equity securities

         None.

         (e) Purchases of equity securities

     The  Company  did not  repurchase  any of its equity  securities  that were
registered  under  Section  12 of the  Securities  Exchange  Act  during the 2nd
quarter of 2007.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION: EMPLOYMENT AGREEMENT WITH CHIEF EXECUTIVE OFFICER

On July 6, 2007, GS AgriFuels signed an Employment Agreement with Tom Scozzafava
with an effective  date of January 1, 2007.  Under the terms of this  agreement,
Tom  Scozzafava  has been  employed by GS AgriFuels as its  President  and Chief
Executive  Officer.  The  agreement  is for a term of five  years  and  shall be

                                       27
<PAGE>

automatically  renewed for additional one-year terms until either party gives at
least a sixty  date  written  notice  of  termination.  Under  the  terms of the
agreement, Mr. Scozzafava shall be paid an annual salary of $150,000 and will be
eligible to fully  participate in all benefit plans  maintained by GS AgriFuels.
The salary will be paid in registered  shares of common stock until GS AgriFuels
has sufficient cash flow to support payment of the salary in cash, at which time
Mr. Scozzafava may opt for payment in cash or in stock. The salary will increase
to  $250,000  per  year  if GS  AgriFuels  completes  an  equity  financing  for
$25,000,000 at a per share valuation of $3.00 or greater.



ITEM 5. OTHER INFORMATION: EMPLOYMENT AGREEMENT WITH
        CHIEF EXECUTIVE OFFICER (Continued)

In  connection  with  the  execution  of the  Employment  Agreement,  GreenShift
Corporation  assigned to Mr. Scozzafava 378,653 shares of GS AgriFuels' Series C
Preferred Stock. In the Employment  Agreement,  GS AgriFuels agreed that no more
than 1,037,350 shares of GS AgriFuels  Preferred Stock will be issued,  and that
it will not issue any new  preferred  shares after the full  conversion or other
reduction of said 1,037,350 shares.



ITEM 6.  EXHIBITS:

10.1 Employment  Agreement date July 6, 2007 among  GreenShift  Corporation,  GS
     AgriFuels Corporation and Thomas W. Scozzafava.

10.2 Management  Services  Agreement  dated July 6, 2007  between  GS  AgriFuels
     Corporation and GreenShift Corporation.

10.3 Exclusive  License  Agreement  dated  January 9, 2007  between GS CleanTech
     Corporation and GS AgriFuels Corporation.

31.1 Certification  of Chief  Executive  Officer  pursuant to Exchange Act Rules
     13a-15(e) and 15d-15(e)

31.2 Certification  of Chief  Financial  Officer  pursuant to Exchange Act Rules
     13a-15(e) and 15d-15(e)

32.1 Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of (2002.)

<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.

GS AGRIFUELS CORPORATION

By:           /S/       THOMAS SCOZZAFAVA
              ---------------------------
                        THOMAS SCOZZAFAVA
                        Chief Executive Officer



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

Date:         August 14, 2007














                                       28