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

                                   FORM 10-Q/A
                                (Amendment No. 1)
                            -------------------------

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

                          COMMISSION FILE NO.: 0-50469


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


Delaware                                                            59-3764931
--------------------------------------------------------------------------------
(State of other jurisdiction of                                  IRS Employer
incorporation or organization)                              Identification No.)


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


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

Check mark  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter  period that the registrant as required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No
         ---  ---
Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files.) Yes X   No
                                                               ---    ---


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

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

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

The  number of  outstanding  shares of common  stock as of August  20,  2009 was
500,000,000.


<PAGE>




                                 Amendment No. 1

This Amendment No.1 on Form 10-Q/A,  which amends and restates items  identified
below with respect to the Form 10-Q,  filed by GreenShift  Corporation  ("we" or
"the Company") with the Securities and Exchange Commission (the "SEC") on August
20, 2009 (the "Original Filing"), is being filed in order to:

     o    Include restated financial statements,  as described in Note 17 to the
          financial statements;
     o    Amend Item 2  ("Management's  Discussion")  to conform to the restated
          financial statements;
     o    Amend Item 4 ("Controls and  Procedures") to reflect the  modification
          to management's  assessment of its disclosure  controls and procedures
          caused by the restatement and to provide further disclosures;
     o    The following under Item 2,  ("Management's  Discussion") was modified
          as follows due to the restatement:
          o    the  paragraph   titled   Expenses   Associated  with  Change  in
               Convertible Liabilities was added;
          o    the paragraph titled Gain Associated with Derivative  Instruments
               was deleted;
          o    the Contractual Commitments table was updated.

     o    The following under Item 1, ("Financial  Statements and  Supplementary
          Schedules") was modified as follows due to the restatement:
          o    Report  of  Independent  Registered  Public  Accounting  Firm was
               updated to reflect restatement;
          o    Note 2, Going Concern was updated;
          o    Under Note 3,  Significant  Accounting  Policies,  the  Financial
               Instruments  section  was  modified  as  well  as  the  Financial
               Measurements section;
          o    Note 7, Line of Credit was modified by moving a paragraph to Note
               9, Debt and Purchase Obligations;
          o    Under Note 9, Debt and Purchase Obligations, the sections explain
               the Acutus  Debenture and the MIF Debenture  were modified due to
               the restatement;
          o    Note 17  Restatements  was added to outline the changes that were
               made to the financial statements.

None of the other  disclosures in this Report have been amended or updated.  For
updated  information  about  GreenShift  Corporation,  please  refer to the more
recent filings made with the SEC.







                                       2
<PAGE>





                             GREENSHIFT CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDED JUNE 30, 2009

                                TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                                          Page No
Part I - Financial Information

<S>                                                                                                         <C>
Item 1    Financial Statements (unaudited) ..................................................................5

          Condensed Consolidated Balance Sheet as of June 30, 2009 and December 31, 2008(unaudited)..........6

          Condensed Consolidated Statements of Operations for the Three and Six Month Periods
          Ended June 30, 2009(unaudited) and 2008 (unaudited)................................................7

          Condensed Consolidated Statements of Cash Flows for the Six Months Ended
          June 30, 2009 (unaudited) and 2008 (unaudited).....................................................8

          Statement of Stockholders' Equity - Year Ended December 31, 2008 and Six
          Months Ended June 30, 2009.........................................................................9

          Notes to Condensed Consolidated Financial Statements..............................................11

Item 2    Management's Discussion and Analysis of Financial Condition and Results of Operations ............24

Item 3    Quantitative and Qualitative Disclosures about Market Risk........................................30

Item 4    Controls and Procedures ..........................................................................30

Part II - Other Information

Item 1    Legal Proceedings ................................................................................31

Item 1A   Risk Factors .....................................................................................31

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds ......................................31

Item 3    Defaults upon Senior Securities ..................................................................31

Item 4    Submission of Matters to a Vote of Security Holders...............................................31

Item 5    Other Information ................................................................................28

Item 6    Exhibits..........................................................................................32


Signatures..................................................................................................32

</TABLE>


                                       3
<PAGE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Basis of Presentation

In  this   Quarterly   Report  on  Form  10-Q,  the  terms  "we,"  "our,"  "us,"
"GreenShift,"  or  the  "Company"  refer  to  GreenShift  Corporation,  and  its
subsidiaries on a consolidated  basis. The term "GreenShift  Corporation" refers
to GreenShift Corporation on a stand alone basis only, and not its subsidiaries.

Market and Industry Data Forecasts

This document includes industry data and forecasts that the Company has prepared
based,  in part,  upon data and forecasts  obtained from industry  publications.
Third-party industry publications generally state that the information contained
therein has been  obtained  from  sources  believed to be  reliable,  but do not
guarantee the accuracy and completeness of such information.  In particular,  we
have based much of our  discussion  of the  biodiesel  and  ethanol  industries,
including  government  regulation relevant to the industry and forecasted growth
in demand,  on  information  published  by the  National  Biodiesel  Board,  the
national trade association for the U.S.  biodiesel  industry,  and the Renewable
Fuels  Association,  the national  trade  association  for the U.S. corn ethanol
industry.  Because the National  Biodiesel Board and Renewable Fuels Association
are trade organizations for the U.S. biodiesel and ethanol industries,  they may
present  information  in a manner that is more favorable than would be presented
by an independent source.  Forecasts in particular are subject to a high risk of
inaccuracy, especially forecasts projected over long periods of time.

Forward Looking Statements

We make certain forward-looking statements in this Quarterly Report on Form 10-Q
and  in  the  documents  that  are  incorporated  herein  by  reference.   These
forward-looking  statements  relate to our outlook or expectations for earnings,
revenues,  expenses,  asset  quality  or  other  future  financial  or  business
performance,  strategies or expectations,  or the impact of legal, regulatory or
supervisory  matters  on  our  business,  results  of  operations  or  financial
condition.  Specifically,  forward-looking  statements  may  include  statements
preceded  by,  followed  by  or  that  include  the  words  "estimate,"  "plan,"
"project,"  "forecast,"  "intend,"  "expect,"  "anticipate,"  "believe," "seek,"
"target" or similar  expressions.  These  statements  reflect  our  management's
judgment based on currently available  information and involve a number of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those in the forward-looking  statements.  Future performance cannot be ensured.
Actual  results  may  differ  materially  from  those  in  the   forward-looking
statements.  Some factors that could cause our actual results to differ include:

     >>   the volatility and uncertainty of commodity prices;
     >>   operational disruptions at our facilities;
     >>   the costs and business risks  associated  with developing new products
          and entering new markets;
     >>   our ability to locate and integrate future acquisitions;
     >>   our  ability  to  develop  our  corn  oil   extraction  and  biodiesel
          production facilities;
     >>   the  effects  of other  mergers  and  consolidations  in the  biofuels
          industry and unexpected  announcements or developments  from others in
          the biofuels industry;
     >>   the  impact  of  new,  emerging  and  competing  technologies  on  our
          business;
     >>   the  possibility  of one or more of the  markets  in which we  compete
          being  impacted by political,  legal and  regulatory  changes or other
          external factors over which they have no control;
     >>   changes in or  elimination of  governmental  laws,  tariffs,  trade or
          other controls or enforcement practices;
     >>   our reliance on key management personnel;
     >>   limitations  and   restrictions   contained  in  the  instruments  and
          agreements governing our indebtedness;
     >>   our  ability  to  raise  additional   capital  and  secure  additional
          financing;
     >>   our ability to implement additional financial and management controls,
          reporting  systems and  procedures  and comply with Section 404 of the
          Sarbanes-Oxley Act, as amended; and
     >>   other risks  referenced  from time to time in our filings with the SEC
          and  those  factors  listed  in this  Form 10Q  under  Item 1A,  Risks
          Factors, beginning on page 39.

You are cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date of this Form 10-Q,  or in the case of a document
incorporated by reference,  as of the date of that document.  Except as required
by law, we undertake no obligation  to publicly  update or release any revisions
to these forward-looking statements to reflect any events or circumstances after
the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

                                       4
<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1            FINANCIAL STATEMENTS (UNAUDITED)



































                                       5
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
              AS OF JUNE 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008
<CAPTION>
                                                                                         RESTATED         RESTATED
                                                                                        6/30/2009       12/31/2008
ASSETS                                                                              ------------------------------
Current assets:
<S>                                                                                 <C>              <C>
   Cash .........................................................................   $        --      $      10,028
   Accounts receivable, net of allowance of doubtful
    accounts of $0 and $46,962 ..................................................         136,372          733,768
   Inventories ..................................................................         616,056          616,056
   Cost and earnings in excess of billings ......................................         213,902          175,592
   Project development costs ....................................................         379,355          379,355
   Assets to be disposed, current ...............................................            --          1,006,343
   Prepaid expenses and other assets ............................................         119,997          111,125
                                                                                    -------------    -------------
     Total current assets .......................................................       1,465,682        3,032,267
                                                                                    -------------    -------------
Other Assets:
   Property and equipment, net ..................................................      10,900,870       11,125,547
   Deposits .....................................................................         213,634          213,634
   Construction in progress .....................................................       4,986,892        4,541,554
   Accrued interest receivable ..................................................           1,775             --
   Note receivable ..............................................................         500,000             --
   Intangible assets, net .......................................................          33,845           42,959
   Deferred financing costs, net ................................................         195,593          390,464
   Minority investments .........................................................       2,501,324        2,501,324
   Goodwill .....................................................................            --          7,281,993
   Assets to be disposed, net of current ........................................            --         12,995,691
                                                                                    -------------    -------------
     Total other assets .........................................................      19,333,933       39,093,166
                                                                                    -------------    -------------
TOTAL ASSETS ....................................................................   $  20,799,615    $  42,125,433
                                                                                    =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
   Line of credit ...............................................................   $  11,094,543    $  11,044,838
   Accounts payable and accrued expenses ........................................      14,614,595       14,551,651
   Accrued interest payable .....................................................       6,907,043        6,603,228
   Accrued interest payable - related party .....................................         266,496          179,711
   Billings in excess of earnings ...............................................            --             13,576
   Income tax payable ...........................................................          45,000           45,000
   Current portion of long term debt ............................................       8,383,663        8,785,668
   Convertible debenture - related party debt, net of discount ..................       2,158,195        1,900,333
   Current portion of convertible debentures, net of discount ...................      19,477,319       11,792,387
   Other current liabilities ....................................................         521,067          604,587
   Liabilities of discontinued operations, current ..............................         363,228          363,228
   Liabilities due to shareholders ..............................................         932,328          932,328
   Liabilities to be disposed ...................................................            --          3,526,617
                                                                                    -------------    -------------
     Total current liabilities ..................................................      64,763,477       60,343,152
                                                                                    -------------    -------------
Long term liabilities:
   Long term debt, net of current ...............................................         373,250          964,028
   Asset retirement obligation ..................................................         247,975          247,462
   Liabilities to be disposed, non-current ......................................            --         19,328,095
   Convertible debentures, net of current .......................................       8,428,340       21,188,196
                                                                                    -------------    -------------
     Total long term liabilities ................................................       9,049,565       41,727,781
Total liabilities ...............................................................      73,813,042      102,070,933
                                                                                    -------------    -------------
Equity:
Stockholders' equity (deficit)
   Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized:
     Series A: 0 shares issued and outstanding, respectively ....................            --               --
     Series B: 2,498,123 and 2,519,219shares issued and outstanding, respectively           2,498            2,519
     Series C: 0 shares issued and outstanding ..................................            --               --
     Series D: 799,954 and 800,000 shares issued and outstanding, respectively ..            800               800
     Series E: 0 and 20,000 shares issued and outstanding, respectively .........            --                 20
   Common stock, $0.001 par value, 500,000,000 authorized;
     496,568,541 and 95,144,983, shares issued and outstanding, respectively ....         496,569           95,144
     Additional paid-in capital .................................................      87,711,017       76,878,929
   Accumulated deficit ..........................................................    (141,233,984)    (136,932,585)
                                                                                    -------------    -------------
Total stockholders' equity (deficit) ............................................     (53,023,100)     (59,955,173)
                                                                                    -------------    -------------
   Non-controlling interest in subsidiary .......................................           9,673            9,673
                                                                                    -------------    -------------
     Total equity (deficit) .....................................................     (53,013,427)     (59,945,500)
                                                                                    -------------    -------------
TOTAL LIABILITIES AND EQUITY (DEFICIT) ..........................................   $  20,799,615    $  42,125,433
                                                                                    =============    =============

          The notes to the Condensed Consolidated Financial Statements
                   are an integral part of these statements.
</TABLE>
                                       6
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
                                   (UNAUDITED)
<CAPTION>
                                                             RESTATED         RESTATED         RESTATED         RESTATED
                                                            Three Months Ended June 30          Six Months Ended June 30
                                                        ------------------------------    ------------------------------
                                                                 2009             2008             2009             2008
                                                        -------------    -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>              <C>
Revenue .............................................   $   1,177,026    $   5,961,775    $   2,032,684    $   8,857,574
Cost of revenues ....................................         838,664        2,525,799        1,994,388        4,045,899
                                                        -------------    -------------    -------------    -------------
  Gross profit ......................................         338,362        3,435,976           38,296        4,811,675
                                                        -------------    -------------    -------------    -------------
Operating expenses:
   General and administrative expenses ..............       1,030,158        1,427,946        1,935,478        2,022,717
     Selling expenses ...............................           8,816             (383)          21,056           43,676
   Research and development .........................            --             31,606             --             32,207
   Bad debt expense .................................       4,315,204             --          4,315,204             --
   Amortization of intangibles ......................            --            525,000             --          1,050,000
   Loss on disposal of equipment ....................          28,985             --             28,985             --
   Impairment of goodwill ...........................            --               --          7,281,993             --
   Stock based compensation .........................            --             32,816             --            336,833
                                                        -------------    -------------    -------------    -------------
     Total operating expenses .......................       5,383,163        2,016,985       13,582,715        3,485,433
                                                        -------------    -------------    -------------    -------------
Income (loss) from operations .......................      (5,044,801)       1,418,991      (13,544,419)       1,326,242
                                                        -------------    -------------    -------------    -------------
Other income (expense):
   Change in fair value of derivative instruments ...            --               --               --               --
   Interest income ..................................           1,775             --              1,775             --
   Loss on disposal and impairment of investments ...            --         (1,077,135)            --         (2,739,735)
   Amortization of debt discount & deferred financing        (189,958)        (527,150)        (376,768)        (990,152)
   Other income (expense) ...........................          73,914           15,545           80,816           45,535
   Conversion liabilities ...........................        (289,997)         (73,525)        (696,384)        (120,595)
   Conversion liabilities- affiliate ................         (64,631)            --           (126,555)            --
   Interest expense - affiliate .....................         (44,784)         (28,079)         (86,785)         (55,676)
   Interest expense .................................      (1,498,923)      (1,533,024)      (2,970,139)      (2,720,164)
                                                        -------------    -------------    -------------    -------------
     Total other income (expense), net ..............      (2,012,604)      (3,223,368)      (4,174,040)      (6,580,787)
                                                        -------------    -------------    -------------    -------------
Loss before minority interest and income taxes ......      (7,057,405)      (1,804,378)     (17,718,459)      (5,254,545)
Minority interest in net loss
  of consolidated subsidiaries ......................            --              6,419             --              6,419
                                                        -------------    -------------    -------------    -------------
Loss before provision for income taxes ..............      (7,057,405)      (1,797,959)     (17,718,459)      (5,248,126)
(Provision for)/benefit from income taxes ...........         402,347            7,019          402,347             --
                                                        -------------    -------------    -------------    -------------
Loss from continuing operations .....................      (6,655,058)      (1,790,940)     (17,316,112)      (5,248,126)
                                                        -------------    -------------    -------------    -------------
Discontinued Operations:
Gain from disposal of discontinued operations .......      14,452,069             --         14,452,069             --
Income (loss) from discontinued operations ..........         555,568         (507,044)      (1,167,356)        (560,072)
                                                        -------------    -------------    -------------    -------------
   Total income (loss) from discontinued operations .      15,007,637         (507,044)      13,284,713         (560,072)
                                                        -------------    -------------    -------------    -------------
Net income (loss) ...................................   $   8,352,579    $  (2,297,984)   $  (4,031,399)   $  (5,808,198)
                                                        =============    =============    =============    =============
Mandatorily Redeemable Preferred Equity .............            --               --           (270,000)            --
                                                        -------------    -------------    -------------    -------------
Net income (loss) attributable to
  common shareholders ...............................   $   8,352,579    $  (2,279,984)   $  (4,301,399)   $  (5,808,198)
                                                        =============    =============    =============    =============
Weighted average common shares outstanding
Basic and diluted ...................................     406,790,648       35,151,574      272,179,740       37,482,710

Earnings (loss) per share
Loss from continuing operations .....................   $       (0.02)   $       (0.05)   $       (0.06)   $       (0.14)
Income (loss) from discontinued operations ..........            0.04            (0.01)           (0.05)           (0.01)
                                                        -------------    -------------    -------------    -------------
Net income (loss) per share - basic and diluted .....   $        0.02    $       (0.06)   $       (0.01)   $       (0.15)
                                                        =============    =============    =============    =============

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

</TABLE>


                                        7
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)
<CAPTION>
                                                                        RESTATED        RESTATED
                                                                      Six months      Six months
                                                                   Ended 6/30/09   Ended 6/30/08
                                                                   -----------------------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                <C>             <C>
   Net loss ....................................................   $ (4,031,399)   $ (5,808,198)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
   Depreciation and amortization ...............................        586,205         334,690
   Amortization of intangibles .................................          9,114       1,031,748
   Amortization of debt discount and deferred financing costs ..        642,537         627,623
   Gain on disposal of subsidiary ..............................    (14,451,979)           --
   Change in net assets to be disposed of ......................      5,599,302            --
   Interest from conversion liability ..........................        818,418         120,593
   Stock based compensation ....................................           --           336,833
   Accretion of asset retirement obligation ....................            790          58,050
   Loss on disposal of investment ..............................           --         2,739,735
   Loss on impairment of goodwill ..............................      7,281,993            --
   Bad debt expense ............................................      4,360,600             722
   Change in minority interest .................................           --           (22,561)
Change in assets and liabilities, net of acquisitions
   Accounts receivable .........................................     (3,763,204)       (119,661)
   Restricted cash .............................................            316        (275,547)
   Prepaid expenses ............................................        106,748         867,281
   Deposits ....................................................        (83,521)       (214,640)
   Inventory ...................................................           --           511,736
   Costs in excess of earnings .................................        (38,303)       (902,173)
   Deferred financing fees .....................................           --           (99,830)
   Accrued interest ............................................      2,913,638       2,013,473
   Accrued interest - related party ............................         86,785         114,238
   Billings in excess of cost ..................................        (13,576)       (934,096)
   Accounts payable and accrued expenses .......................       (326,579)      1,679,511
   Deferred income taxes .......................................           --           (59,630)
   Deferred revenue ............................................           --        (1,082,500)
                                                                   ------------    ------------
         Net cash provided by (used in) operating activities ...       (297,682)        917,797
                                                                   ------------    ------------
CASH FLOW FROM INVESTING ACTIVITIES
   Cash paid for acquisition ...................................           --           (80,000)
   Cash acquired from acquisition ..............................           --              --
   Construction in progress ....................................       (445,338)     (4,039,557)
   Divestiture of subsidiary ...................................           --          (317,500)
   Investment in unconsolidated subsidiaries ...................           --              --
   Project development costs ...................................           --           (54,925)
   Additions to and acquisition of property, plant and equipment       (405,740)     (3,040,650)
                                                                   ------------    ------------
      Net cash (used in) investing activities ..................       (851,078)     (7,532,632)
                                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of line of credit .................................           --              --
   Proceeds from loan receivable - related party ...............       (115,618)           --
   Proceeds from long term debt ................................         39,000            --
   Proceeds from convertible debentures ........................           --           500,000
   Repayment of convertible debentures - related party .........      1,180,579            --
   Repayment of short term borrowings - affiliate ..............           --        (1,461,916)
   Proceeds from line of credit ................................         49,705      10,030,000
      Cash paid to minority shareholders .......................           --          (820,827)
   Repayment of long term debt .................................        (14,610)     (1,593,816)
                                                                   ------------    ------------
      Net cash provided by financing activities ................      1,139,056       6,335,441
                                                                   ------------    ------------
   Net increase (decrease) in cash .............................   $     (9,704)   $    (38,604)
   Cash at beginning of period .................................          9,704         140,218
                                                                   ------------    ------------
   Cash at end of period .......................................   $       --      $    178,823
                                                                   ============    ============

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

</TABLE>
                                       8
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
     FOR THE YEAR ENDED DECEMBER 31, 2008 AND SIX MONTHS ENDED JUNE 30, 2009

<CAPTION>

                                      Series A           Series B        Series C        Series D         Series E
                                  Preferred Stock    Preferred Stock Preferred Stock  Preferred Stock  Preferred Stock
                                   Shares   Amount   Shares   Amount  Shares Amount   Shares   Amount  Shares   Amount
                                ---------- -------- -------- -------- ------ ------- -------- -------- ------- --------
<S>                             <C>        <C>      <C>         <C>      <C>    <C>  <C>        <C>     <C>       <C>
Balance at 12/31/07, Restated   1,254,244  $ 1,254  151,250    $ 151     --      --  800,000    $ 800      --       --
                                ========== ======== ======== ======== ====== ======= ======== ======== ======= ========
Adjustment of conversion of            --       --       --       --     --      --       --       --      --       --
subsidiary minority interest
Write-off of derivative due            --       --       --       --     --      --       --       --      --       --
to debt restructure
Shares issued for conversion           --       --       --       --     --      --       --       --      --       --
of debentures
Adjustment for transfer of             --       --       --       --     --      --       --       --      --       --
entity under common control
Stock based compensation               --       --       --       --     --      --       --       --      --       --
Cancellation of debt -                 --       --       --       --     --      --       --       --      --       --
related party
Conversion of minority          (1,254,244)(1,254)       --       --     --      --       --       --      --       --
interest
Repurchase of subsidiary stock         --       --       --       --     --      --       --       --      --       --
Cancellation of debt -                 --       --       --       --     --      --       --       --      --       --
related party
Conversion of Series B                 --       --  (151,250)  (151)     --      --       --       --      --       --
Preferred Stock to Common
Issuance of Series B
Preferred Stock to create              --       --  3,025,33   3,025     --      --       --       --      --       --
Employee Pool
Partial Conversion of Series           --       --  (506,114)  (506)     --      --       --       --      --       --
B to Common
Conversion of debt                     --       --       --       --     --      --       --       --      --       --
Common stock issued for                --       --       --       --     --      --       --       --      --       --
financing fees
Acquisition of subsidiary              --       --       --       --     --      --       --       --  20,000       20
Priority return on subsidiary          --       --       --       --     --      --       --       --      --       --
capital
Net loss                               --       --       --       --     --      --       --       --      --       --
                                ---------- -------- -------- -------- ------ ------- -------- -------- ------- --------
Balance at 12/31/08,Restated           --       --  2,519,219$ 2,519     --      --  800,000    $ 800  20,000     $ 20
                                ========== ======== ======== ======== ====== ======= ======== ======== ======= ========

Conversion of Series B                 --       --  (21,096)    (21)     --      --       --       --      --       --
Preferred Stock to Common
Shares issued for conversion           --       --       --       --     --      --       --       --      --       --
of debentures
Conversion of Series D                 --       --       --       --     --      --     (46)       --      --       --
Preferred Stock to Common
Cancellation of shares                 --       --       --       --     --      --       --       --  (20,000)   (20)
Net loss                               --       --       --       --     --      --       --       --      --       --
                                ---------- -------- -------- -------- ------ ------- -------- -------- ------- --------
Balance at 6/30/09, Restated           --       --  2,498,123$ 2,498     --      --  799,954    $ 800      --     $ --
                                ========== ======== ======== ======== ====== ======= ======== ======== ======= ========





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

</TABLE>
                                       9
<PAGE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
     FOR THE YEAR ENDED DECEMBER 31, 2008 AND SIX MONTHS ENDED JUNE 30, 2009

<TABLE>
<CAPTION>
                                                                             Non-controlling   Additional
                                                                                interest  in      Paid-in  Accumulated     Total
                                                               Common Stock       subsidiary      Capital      Deficit    Equity
                                                        ------------- ---------- ------------ ------------ ----------- -----------
                                                              Shares       Amount   Amount       Amount      Amount       Amount
                                                        ------------- ---------- ----------- ------------ -----------  -----------
<S>                                                       <C>          <C>         <C>      <C>          <C>           <C>
Balance at 12/31/07, Restated                             30,693,083   $ 30,693         --  $66,175,522  $(91,821,644)$(25,613,224)
                                                        ============= ========== =========== ============ ===========  ===========
Non-controlling interest investment in subsidiary                 --         --     25,000           --          --         25,000
Adjustment of conversion of subsidiary minority                   --         --         --      183,373          --        183,373
interest
Shares issued for conversion of debentures                11,000,597     11,000         --      543,657          --        554,657
Adjustment for transfer of entity under common control            --         --         --     (27,800)          --       (27,800)
Stock based compensation                                     850,000        850         --       50,550          --         51,400
Cancellation of debt - related party                              --         --         --    2,952,968          --      2,952,968
Conversion of minority interest                               25,084         25         --        1,229          --             --
Repurchase of subsidiary stock                                    --         --         --  (1,950,000)          --    (1,950,000)
Cancellation of debt - related party                              --         --         --      293,085          --        293,085
Conversion of Series B Preferred Stock to Common           6,797,634      6,798         --      (6,647)          --             --
Issuance of Series B Preferred Stock to create                    --         --         --    7,215,308          --      7,218,333
Employee Pool
Partial Conversion of Series B to Common                  12,652,825     12,653         --     (12,147)          --             --
Conversion of debt                                         6,875,000      6,875         --    1,093,125          --      1,100,000
Common stock issued for financing fees                     6,250,000      6,250         --    1,084,511          --      1,090,761
Acquisition of subsidiary                                 20,000,760     20,000         --    2,065,680          --      2,085,700
Restatement - to omit SSI results due to sale of                  --         --         --  (2,783,485)     3,539,639      756,154
subsidiary
Priority return on subsidiary                                     --         --         --           --     (675,001)    (675,001)
capital
Net loss                                                          --         --   (15,327)           --  (47,975,579) (47,990,906)
                                                        ------------ ---------- ------------ ------------ -----------  -----------
Balance at 12/31/08,Restated                             95,144,983    $ 95,144     $9,673  $76,878,929 $(136,932,585)$(59,945,500)
                                                        ============ ========== ============ ============ =========== ===========
Conversion of Series B Preferred Stock to Common             527,400        527         --        (506)          --             --
Mandatorily redeemable preferred                                  --         --         --           --   (270,000)      (270,000)
Shares issued for conversion of debentures               418,118,139    418,118         --      889,525          --      1,307,643
Sale  of subsidiary                                               --         --         --   11,548,622          --     11,548,622
Stock issued for repayment of accounts payable             2,500,000      2,500         --       12,000          --         14,500

Change in conversion feature due to conversion                    --         --         --                       --        448,426
liabilities                                                                                   448,426
Conversion of Series D Preferred Stock to Common             278,781        279         --        (279)          --             --
Cancellation of shares                                  (20,000,760)   (20,000)         --  (2,065,700)          --    (2,085,720)
Net loss                                                          --         --         --           --  (4,031,399)   (4,031,399)
                                                        ------------- ---------- ----------- ------------ ----------- -----------
Balance at 6/ 30/09, Restated                            496,568,543   $496,569     $9,673  $87,711,017 $(141,233,984)$(53,013,427)
                                                        ============= ========== =========== ============ ===========  ===========

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

</TABLE>
                                       10
<PAGE>
1        BASIS OF PRESENTATION

The consolidated interim financial statements included herein have been prepared
by GreenShift  Corporation ("we," "our," "us,"  "GreenShift," or the "Company"),
pursuant to the rules and regulations of the Securities and Exchange  Commission
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-K for the year ended December
31, 2008.

DIVESTITURES

Biofuel Industries Group, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").  The Company's ownership of BIG was subject to rescission
in the event  that:  (a) BIG's loans were not timely  serviced  and kept in good
standing,  (b) certain  guaranty  payments,  to the extent due,  were not timely
made,  and (c) if the Class A  Redemption  payments  were not made to the extent
that they are due. BIG's  agreements  with its senior  creditor,  Citizens Bank,
require  Citizens  Bank to  provide  its  written  consent  to change of control
transactions. Citizens Bank had previously consented to the change of control of
BIG on the condition that the Company closed on its previously-pending financing
agreements  with  CleanBioenergy  Partners,  LLC (see Note 12,  Commitments  and
Contingencies). This financing failed to close as expected in March 2009 despite
the  Company's  compliance  with the  relevant  agreements  with  CleanBioenergy
Partners,  and Citizens Bank consequently  withdrew its consent to the change of
control of BIG. The Company subsequently entered into negotiations in April 2009
to restructure the terms of the BIG acquisition, however, a notice of default of
the  Exchange  Agreement  was  declared  on May 14,  2009 in order  to  maintain
compliance  with BIG's loan  agreements  with Citizens Bank. The Company elected
not to restructure the original acquisition  transaction and instead facilitated
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the second quarter of 2009.  The financial  results of BIG were presented
as discontinued operations as and for the quarter ended March 31, 2009 (see Note
6,  Discontinued  Operations),  and are not included in the Company's results of
continuing operations for the quarter ended June 30, 2009.

Sustainable Systems, Inc.

Effective  June  30,  2009,  GS  AgriFuels  Corporation  and  Carbonics  Capital
Corporation  entered into a Stock Purchase Agreement pursuant to which Carbonics
acquired 100% of the stock of Sustainable Systems,  Inc.  ("Culbertson") from GS
AgriFuels in return for  assumption of $4,000,000 of GS AgriFuels'  indebtedness
to YA Global  Investments,  L.P.  ("YAGI"),  plus any and all  obligations of GS
AgriFuels  that may be in effect in  relation to the  acquisition  by sellers of
Culbertson  (the "Purchase  Obligations").  In connection  with this  Agreement,
Carbonics  issued an amended  and  restated  convertible  debenture  to YAGI for
$4,000,000  due on December 31, 2011.  The Purchase  Obligations  pertain to the
2007  acquisition  by GS  AgriFuels  of  Culbertson  and include  $3,804,287  in
convertible  debentures  and  $1,017,451 in notes payable to the prior owners of
Culbertson.  The terms of the relevant  acquisition  agreements  with said prior
owners are in default  due to the failure by the prior  owners to disclose  that
Culbertson  did not hold  title to its  now-owned  Culbertson,  Montana  oilseed
crushing  facility at the time of the acquisition by GS AgriFuels.  The terms of
the relevant acquisition agreements with the prior owners are in default and are
currently  the subject of a litigation  initiated  by GS  AgriFuels  against the
prior owners.  Carbonics has assumed all rights and  obligations of GS AgriFuels
pertaining to these agreements and this litigation.  Carbonics is majority owned
by the  Company's  majority  shareholder,  Viridis  Capital,  LLC. The financial
results of this subsidiary have been retrospectively omitted from the operations
in accordance with SFAS 141(R),  Appendix D, Business Combinations with Entities
Under Common Control.

                                       11
<PAGE>

2        NATURE OF OPERATIONS

GreenShift  Corporation  ("we,"  "our," "us,"  "GreenShift,"  or the  "Company")
develops and commercializes clean technologies that facilitate the efficient use
of natural resources.

We  currently  own four  corn oil  extraction  facilities  that are  located  in
Oshkosh,  Wisconsin,  Medina, New York, Marion,  Indiana, and Riga, Michigan. We
have also installed one facility in Albion, Michigan under a modified version of
our market offering where our client paid to build the extraction  facility.  We
have the long-term  right (10 years or more) to buy the oil  extracted  from the
Albion facility but the client retains ownership of the extraction assets and is
paid a higher price for the corn oil extracted than we pay to our other clients.
These  facilities  collectively are designed to extract in excess of 7.3 million
gallons per year. We are currently  focused on securing the capital resources we
need to operate our  existing  facilities  and to build new corn oil  extraction
facilities.

During the six months ended June 30, 2009, we also owned a 10 million gallon per
year  biodiesel  facility  in Adrian,  Michigan  ("BIG")  and an  oilseed  crush
facility in Culbertson, Montana ("Culbertson").  These two facilities were idled
during the first  quarter  2009 due to a lack of working  capital.  The  Company
divested  both of these  facilities  during  the  second  quarter  of 2009.  The
financial  results of these  subsidiaries  have been  presented as  discontinued
operations as and for the quarter ended June 30, 2009 (see Note 6,  Discontinued
Operations).  The Company's  specialty equipment  manufacturing  operations were
also idled  during the six months ended June 30,  2009.  The Company  intends to
liquidate  certain assets of this operation during the third quarter of 2009 but
will scale this operation as needed to fulfill the Company's  growth needs as it
builds, installs and maintains its various corn oil extraction facilities.

SEGMENT DESCRIPTIONS

The  Company's  operations  during  the six  months  ended  June  30,  2009  are
classified into two reportable  business segments:  Equipment & Technology Sales
and Biofuel  Production & Sales.  Each of these segments is organized based upon
the nature of products and services offered.  The Company's remaining operations
are aggregated and classified herein as Corporate.

The  Company's  ongoing  restructuring  activities  resulted in the cessation of
operations  in its former  Culinary Oil  Production & Sales  segment  during the
quarter  ended June 30, 2009.  The Company sells its corn oil as a feedstock for
biofuel  production  or for direct use as a biofuel,  therefore,  the  Company's
continuing corn oil production and sales activities will continue to be recorded
in the Company's  Biofuel  Production & Sales segment  despite the fact that its
former BIG biodiesel  facility was divested  during the second quarter 2009. For
comparative  purposes,  the financial  results of BIG and  Culbertson  have been
presented as discontinued  operations as and for the quarter ended June 30, 2009
(see Note 6, Discontinued Operations).

3        GOING CONCERN

The Company had a working capital deficit of $63,297,795 at June 30, 2009, which
includes  convertible  debentures of $19,477,319,  accrued  interest  payable of
$7,173,539,  related party debt of $39,000, related party convertible debentures
of $2,158,195, $3,979,437 in purchase obligations. The Company's working capital
deficit net of these amounts is $30,470,305.

Despite  their  classification  as  current  liabilities,   current  convertible
debentures and accrued  interest  ($28,809,053)  are not  serviceable out of the
Company's  cash flows (the terms of the  convertible  debt require  repayment in
shares of either  GreenShift  Corporation  or GS  AgriFuels  Corporation  common
stock). The purchase  obligations  ($3,979,437),  to the extent due, are tied to
the earnings of the Company's  equipment sales business and can only be serviced
after the Company's senior secured debt has been serviced.


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

4        SIGNIFICANT ACCOUNTING POLICIES

MINORITY INTEREST

On January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling  Interests
in Consolidated Financial  Statements--an  amendment of ARB No. 51," (SFAS 160).

                                       12
<PAGE>

SFAS 160 amends  Accounting  Research Bulletin No. 51,  "Consolidated  Financial
Statements,"   to  establish   accounting   and  reporting   standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary. This standard defines a noncontrolling interest, previously called a
minority  interest,  as the portion of equity in a subsidiary not  attributable,
directly or indirectly,  to a parent. SFAS 160 requires, among other items, that
a noncontrolling interest be included in the consolidated statement of financial
position  within equity  separate  from the parent's  equity;  consolidated  net
income  to  be  reported  at  amounts   inclusive   of  both  the  parent's  and
noncontrolling  interest's shares and,  separately,  the amounts of consolidated
net income  attributable  to the parent and  noncontrolling  interest all on the
consolidated statement of operations; and if a subsidiary is deconsolidated, any
retained  noncontrolling  equity investment in the former subsidiary be measured
at fair value and a gain or loss be  recognized in net income based on such fair
value.  Additionally,  SFAS 160 defines a noncontrolling interest as a financial
instrument  issued  by  a  subsidiary  that  is  classified  as  equity  in  the
subsidiary's financial statements. A financial instrument issued by a subsidiary
that is classified as a liability in the subsidiary's financial statements based
on the guidance in other standards is not a controlling  interest  because it is
not an ownership interest.  Based on this definition of noncontrolling  interest
the Company  presented its previously  reported  minority  interest as a current
liability in the accompanying  balance sheets. The presentation  requirements of
SFAS 160 were applied retrospectively.  Other than the change in presentation of
noncontrolling  interests,  the  adoption  of  SFAS  160  had no  impact  on the
Financial Statements.

FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value  Measurements.  This Statement defines fair
value for certain  financial and  nonfinancial  assets and liabilities  that are
recorded at fair value,  establishes a framework for measuring  fair value,  and
expands  disclosures  about fair value  measurements.  This guidance  applies to
other accounting  pronouncements that require or permit fair value measurements.
On February 12, 2008,  the FASB  finalized  FASB Staff Position (FSP) No. 157-2,
Effective  Date of FASB  Statement  No.  157.  This  Staff  Position  delays the
effective date of SFAS No. 157 for nonfinancial assets and liabilities to fiscal
years  beginning after November 15, 2008 and interim periods within those fiscal
years,  except for those items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually).  The adoption
of SFAS No. 157 had no effect on the Company's  consolidated  financial position
or results of operations.

The Company accounted for the convertible debentures in accordance with SFAS No.
150, Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities  and Equity (SFAS 150), as the  conversion  feature  embedded in the
convertible  debentures  could result in the note principal and related  accrued
interest being converted to a variable number of the Company's common shares.

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards (SFAS) No. 157, Fair Value Measurements, which is effective for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.  Under FASB Statement No. 157, a framework was  established for measuring
fair value in  generally  accepted  accounting  principles  (GAAP),  and expands
disclosures about fair value  measurements.  The Company measured the fair value
of the preferred  equity  interest  outstanding  at September 30, 2008 since the
number of  common  shares  issuable  under the  Company's  Series E  convertible
preferred stock was indeterminable  during the nine months then ended. The value
at  September  30,  2008  was  determined  to  be  $9,000,000,   measured  using
significant  unobservable inputs (Level 3) using the present value of the shares
based on the average fair market value of the Company's stock for the three days
before and after the acquisition date.

The Company partially adopted SFAS 157 on January 1, 2008, delaying  application
for  non-financial  assets and  non-financial  liabilities  as  permitted.  This
statement  establishes  a  framework  for  measuring  fair  value,  and  expands
disclosures  about fair value  measurements.  SFAS 157  establishes a fair value
hierarchy that  prioritizes  the inputs to valuation  techniques used to measure
fair value into three levels as follows:

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

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

o    Level 3 --  unobservable  inputs for the asset or liability  only used when
     there is little,  if any, market activity for the asset or liability at the

                                       13
<PAGE>
     measurement date. Financial assets and liabilities utilizing Level 3 inputs
     include infrequently-traded,  non-exchange-based derivatives and commingled
     investment funds, and are measured using present value pricing models.
<TABLE>
<CAPTION>
                                                                            Fair Value
--------------------------------------------------------------------------------------------------------------
As of June 30, 2009                                    Level 1         Level 2         Level 3          Total
--------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>          <C>            <C>
Embedded conversion liabilities                       $     --        $    --      $ 2,138,837    $ 2,138,837
</TABLE>

<TABLE>
<CAPTION>
The following  table  reconciles,  for the period ended  December 31, 2008,  the
beginning and ending balances for financial  instruments  that are recognized at
fair value in the consolidated financial statements:
<S>                                                                      <C>
Balance of Embedded Conversion Liability at December 31, 2008 ......     1,764,322
Present Value of beneficial conversion features of new debentures ..       752,496
Reductions in fair value due to principal conversions ..............      (448,424)
Accretion adjustments to fair value - beneficial conversion features        70,443
                                                                       -----------
Balance at June 30, 2009 ...........................................   $ 2,138,837
                                                                       ===========
</TABLE>
The fair value of the conversion features are calculated at the time of issuance
and the Company  records a conversion  liability for the calculated  value.  The
Company recognizes interest expense for the conversion  liability which is added
to the principal of the debenture.  The Company also recognizes interest expense
for  accretion  of the  conversion  liability to fair value over the term of the
note.

The Company adopted SFAS No. 150,  Accounting for Certain Financial  Instruments
with  Characteristics  of  both  Liabilities  and  Equity  (SFAS  150),  as  the
conversion feature embedded in each debenture could result in the note principal
being converted to a variable number of the Company's common shares.

FINANCIAL INSTRUMENTS

The Company accounted for the convertible debentures in accordance with SFAS No.
150, Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities  and Equity (SFAS 150), as the  conversion  feature  embedded in the
convertible  debentures  could result in the note principal and related  accrued
interest being converted to a variable number of the Company's common shares.

The Company accounted for the convertible debentures in accordance with SFAS No.
150, Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities  and Equity (SFAS 150), as the  conversion  feature  embedded in the
convertible  debentures  could result in the note principal and related  accrued
interest being converted to a variable number of the Company's common shares.

5        STOCKHOLDERS' EQUITY

SERIES E PREFERRED STOCK

On May 15, 2008,  the Company issued 20,000 shares of the Company's new Series E
Preferred  Stock  (the  "Series  E  Shares")  to  the  BIG   shareholders   (21,
Acquisition, below), which shares are convertible at a fixed rate of 1 preferred
share to 1,000 common shares into a total of 20,000,000 shares of Company common
stock;  provided,  however,  that the Series E Shares shall be convertible  into
Company common shares in proportion to the Company's  earnings before  interest,
taxes,  depreciation  and  amortization  and  non-cash and  non-recurring  items
("EBITDA") and will be fully  convertible into 20,000,000 common shares on a pro
rated  basis as the  Company  achieves  $50,000,000  in EBITDA  during  one year
period.  The holders  would be entitled to cumulative  dividend  rights equal to
that of 1,000 common  shareholders  upon the  declaration of dividends on common
stock, and have voting privileges of one vote to every one common share.  During
the quarter ended June 30, 2009,  the 20,000 shares of Series E Preferred  Stock
were cancelled due to the rescission of the original acquisition transaction and
the divestiture of BIG. At both June 30, 2009 and 2008,  there were no shares of
Series E Preferred Stock issued and outstanding.

COMMON STOCK

From time to time during the six months ended June 30, 2009,  the Company issued
a total of  130,170,452  common  shares  to YA Global  Investments,  LP upon its
conversion of debt and accrued  interest in the amount of $357,061;  153,315,722
common shares to Minority  Interest Fund (II), LLC upon its  conversion  debt in
the amount of $635,582;  134,631,965  common shares to RAKJ Holdings,  Inc. upon
its  conversion of debt in the amount of $315,000;  and,  527,400  common shares
were converted from Series B Preferred Stock for an employee of the Company.

                                       14
<PAGE>

The only  conditions  in which the  Company  would be  required  to  redeem  its
convertible  preferred  stock for cash would be in the event of a liquidation of
the Company or in the event of a cash-out merger of the Company.

6        DISCONTINUED OPERATIONS

SUSTAINABLE SYSTEMS, INC.

Effective  June  30,  2009,  GS  AgriFuels  Corporation  and  Carbonics  Capital
Corporation  entered into a Stock Purchase Agreement pursuant to which Carbonics
acquired 100% of the stock of Sustainable Systems,  Inc.  ("Culbertson") from GS
AgriFuels in return for  assumption of $4,000,000 of GS AgriFuels'  indebtedness
to YA Global  Investments,  L.P.  ("YAGI"),  plus any and all  obligations of GS
AgriFuels  that may be in effect in  relation to the  acquisition  by sellers of
Culbertson  (the "Purchase  Obligations").  In connection  with this  Agreement,
Carbonics  issued an amended  and  restated  convertible  debenture  to YAGI for
$4,000,000  due on December 31, 2011.  The Purchase  Obligations  pertain to the
2007  acquisition  by GS  AgriFuels  of  Culbertson  and include  $3,804,287  in
convertible  debentures  and  $1,017,451 in notes payable to the prior owners of
Culbertson.  The terms of the relevant  acquisition  agreements  with said prior
owners are in default  due to the failure by the prior  owners to disclose  that
Culbertson  did not hold  title to its  now-owned  Culbertson,  Montana  oilseed
crushing  facility at the time of the acquisition by GS AgriFuels.  The terms of
the relevant acquisition agreements with the prior owners are in default and are
currently  the subject of a litigation  initiated  by GS  AgriFuels  against the
prior owners.  Carbonics has assumed all rights and  obligations of GS AgriFuels
pertaining to these agreements and this litigation.  Carbonics is majority owned
by the  Company's  majority  shareholder,  Viridis  Capital,  LLC. The financial
results of this subsidiary have been retrospectively omitted from the operations
in accordance with SFAS 141(R),  Appendix D Business  Combinations with Entities
Under Common Control. The financial results of Culbertson have been omitted from
the Company's  results of operations  for the six months ended June 30, 2009 and
the December 31, 2008 balance sheet has been restated as well.

BIOFUEL INDUSTRIES GROUP, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").  The Company's ownership of BIG was subject to rescission
in the event  that:  (a) BIG's loans were not timely  serviced  and kept in good
standing,  (b) certain  guaranty  payments,  to the extent due,  were not timely
made,  and (c) if the Class A  Redemption  payments  were not made to the extent
that they are due. BIG's  agreements  with its senior  creditor,  Citizens Bank,
require  Citizens  Bank to  provide  its  written  consent  to change of control
transactions. Citizens Bank had previously consented to the change of control of
BIG on the condition that the Company closed on its previously-pending financing
agreements  with  CleanBioenergy  Partners,  LLC (see Note 11,  Commitments  and
Contingencies). This financing failed to close as expected in March 2009 despite
the  Company's  compliance  with the  relevant  agreements  with  CleanBioenergy
Partners,  and Citizens Bank consequently  withdrew its consent to the change of
control of BIG. The Company subsequently entered into negotiations in April 2009
to restructure the terms of the BIG acquisition, however, a notice of default of
the  Exchange  Agreement  was  declared  on May 14,  2009 in order  to  maintain
compliance  with BIG's loan  agreements  with Citizens Bank. The Company elected
not to restructure the original acquisition  transaction and instead facilitated
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the second quarter of 2009.  The financial  results of BIG were presented
as discontinued operations as and for the quarter ended March 31, 2009 (see Note
6,  Discontinued  Operations),  and are not included in the Company's results of
operations  for the six months ended June 30, 2009.  During the six months ended
June 30, 2009,  the Company  recorded an impairment of goodwill in the amount of
$7,281,993,  bad debt  expense  of  $4,315,204  related to  accounts  receivable
consisting  of equipment and corn oil that is owed by BIG and a gain on disposal
of net liabilities of $14,452,069.

7         LINES OF CREDIT

Revolving Line of Credit for Construction of Corn Oil Extraction Facilities

On January 25, 2008,  GS COES  (Yorkville  I), LLC, a subsidiary of the Company,
closed  on the  terms of a  Credit  Agreement  with YA  Global  Investments,  LP
("YAGI").  On July 1,  2008,  the  Credit  Agreement  was  amended to extend the
commencement  of  payments  to  YAGI  to  October  1,  2008  and to  extend  all

                                       15
<PAGE>

performance  timelines to December 31,  2008.  On December 11, 2008,  the Credit
Agreement  was  amended to extend the  maturity  date to January  31,  2011,  to
increase the revolving  availability  to  $13,750,000,  and to  restructure  the
repayment  provisions such that amounts  advanced by YAGI would be repaid on the
closing of  financing  from  CleanBioenergy  Partners,  LLC, an  affiliate of GE
Energy  Financial  Services.  The Credit Agreement was issued for the purpose of
constructing  and  installing  corn  oil  extraction  facilities  based  on  the
Company's patented and patent-pending  corn oil extraction  technologies.  While
the revolving availability under the line of credit was increased to $13,750,000
in the December 11, 2008 amendment,  and the Company was otherwise in compliance
with the  amended  terms,  the  Company  was  unable  to access  the  additional
availability.  The principal balance on the line of credit was $10,000,000 as of
December  31, 2008,  interest is accruing at the rate of 20% per annum,  and the
line and accrued interest is payable at the maturity date. The December 11, 2008
amendment also added a term allowing YAGI to convert interest and principal into
common  stock of the  Company at a  conversion  price equal to the lesser of (a)
$1.25 or (b) 90% of the  lowest  daily  volume  weighted  average  price for the
twenty  trading  days  preceding   conversion.   The  Company  is  currently  in
discussions   with  YAGI  to   restructure   this  line  of  credit   since  the
CleanBioenergy financing failed to close as expected.

The  Company  accounted  for the YAGI line of credit  dated  January 25, 2008 in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded in the YAGI line of credit could result in the principal being
converted to a variable  number of the  Company's  common  shares.  The carrying
amount of the line has been  restated  for the prior  year  (please  see Note 18
Restatements,  below).  The  Company  determined  the  value of the YAGI line of
credit at issuance to be  $11,044,838  which  represented  the face value of the
principal  plus the present value of the conversion  feature.  The liability for
the  conversion  feature shall  increase from its present value of $1,044,838 at
issuance to its estimated  settlement  value of $1,111,111 at December 31, 2010.
For the six months ended June 30, 2009,  an expense of $49,705 has been recorded
as interest  expense for the accretion of the present value discount on the line
of credit,  thereby  increasing the carrying value of the YAGI line of credit to
$11,094,543 at June 30, 2009.

To induce YAGI's entry into the Credit  Agreement and in consideration of YAGI's
execution of the Restructuring Agreement described below, the Company issued six
million shares of its common stock to YAGI valued at $1,080,000.  In conjunction
with the  financing GS COES paid  structuring  fees of  $210,000,  legal fees of
$150,000,  monitoring fees of $175,000, due diligence fees of $35,000 as well as
prepaid interest of $250,000.  The balance of deferred  financing fees was $0 at
June 30, 2009.

The Company does not have any ratios or covenants in  conjunction  with the YAGI
debt.  The Company is currently in default on the  agreements due to the failure
of the GE transaction.

8        FINANCING ARRANGEMENTS
<TABLE>
The following is a summary of the Company's financing arrangements as of June
30, 2009:
<CAPTION>
Current portion of notes payable:                                                        6/30/2009
                                                                                 -----------------
<S>                                                                              <C>
Note payable from NextGen Acquisition to Stillwater                              $       2,071,886
Purchase obligations from NextGen Acquisition to NextGen sellers                         3,979,437
Asset retirement obligation, current                                                           277
Vehicle loans and other short term borrowings                                               46,080
Mortgages and other term notes                                                              81,404
Current portion of notes payable from GreenShift to Bollheimer                             320,000
Current portion of notes payable from GS CleanTech                                         150,000
Current portion of convertible notes payable from GS CleanTech                           1,734,579
                                                                                 -----------------
     Total current portion of notes payable                                      $       8,383,663
                                                                                 =================
Long-term notes payable, net of current maturities:
Mortgages and other term notes                                                   $         373,250
                                                                                 -----------------
     Total long term notes payable, net of current maturities                    $         373,250
                                                                                 =================
Asset retirement obligation:
Asset retirement obligation                                                       $        247,975
                                                                                  ================
Current portion of convertible debentures:
Convertible debenture to YAGI                                                            5,500,000
Convertible debenture to YAGI                                                           12,860,000
Note discounts                                                                           (216,506)
Convertible debenture to JMJ Financial                                                     794,936
Convertible debenture to Carbonics Capital                                                 378,111
Convertible debenture to MIF                                                             1,780,084
Convertible debenture to Acutus                                                            538,889
                                                                                 -----------------
     Total current portion of convertible debentures                             $      21,635,515
                                                                                 =================
</TABLE>
                                       16
<PAGE>
<TABLE>
<CAPTION>
Long-term convertible debentures, net of current maturities:
<S>                                                                               <C>
Convertible debenture to YAGI                                                     $      2,084,986
Convertible debenture to YAGI                                                            1,224,063
Convertible debenture to YAGI                                                            2,789,278
YAGI convertible debenture conversion liabilities                                          380,013
Convertible debenture to YAGI                                                            1,950,000
                                                                                 -----------------
     Total long-term portion of convertible debentures                           $       8,428,340
                                                                                 =================
</TABLE>

The following principal amounts of convertible debentures noted above are
convertible into the common stock of the following companies:

GreenShift Corporation                             $       11,915,838
GS AgriFuels Corporation                                   18,360,000
                                                   ------------------
     Total                                         $       30,275,838
                                                   ==================

The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service  requirements  (net of note discounts)
of as of June 30, 2009 and the Company's ability to meet such obligations:

Year                                                          Amount
--------------------------------------------------------------------
2009                                              $      27, 282,552
2010                                                       2,782,172
2011                                                       8,448,591
2012                                                         377,250
2013 and thereafter                                          173,656
                                                  ------------------
Total minimum payments due under current and      $       39,064,221
                                                  ==================
long term obligations

9         DEBT AND PURCHASE OBLIGATIONS

On June 9, 2009,  JMJ Financial  Corporation  ("JMJ") issued the Company a 14.4%
promissory  note in the  amount  of  $500,000  (the "JMJ  Note")  in return  for
$600,000 in 12% convertible  debt (the "JMJ  Debenture")  issued by the Company.
The  principal  balance due under the JMJ Note was  $500,000 as of June 30, 2009
and accrued interest receivable under the JMJ Note was $1,775. The principal and
accrued  interest for the JMJ Note and JMJ Debenture  have been  presented as of
June 30,  2009,  at their face  value,  without  offset.  The JMJ  Debenture  is
convertible  into  Company  common  stock at a rate  equal to 70% of the  lowest
closing market price for the Company's  common stock for the twenty trading days
preceding conversion.  The Company accounted for the JMJ Debenture dated June 9,
2009  in  accordance  with  SFAS  No.  150,  Accounting  for  Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity (SFAS 150), as
the conversion  feature  embedded in the JMJ Debenture  could result in the note
principal being  converted to a variable number of the Company's  common shares.
The Company  determined  the value of the $600,000 JMJ Debenture at June 9, 2009
to be  $793,768  which  represented  the face  value of the  debenture  plus the
present  value of the  conversion  feature.  The  liability  for the  conversion
feature shall  increase from its carrying  value of $193,768 at June 30, 2009 to
its  estimated  settlement  amount of $257,904 at June 11,  2012.  For the three
months ended June 30, 2009,  an expense of $1,168 has been  recorded as interest
expense for the accretion of the value of the conversion liability. The carrying
value of the $600,000 JMJ Debenture was $794,936 at June 30, 2009.

During  the year  ended  December  31,  2008,  the  Company  issued  convertible
debentures  to Acutus  Capital,  LLC  ("Acutus")  in the amounts of $250,000 and
$235,000, respectively. The convertible debentures to Acutus shall bear interest
at a rate of 20% per year and mature on December 31, 2008 and February 15, 2009,
respectively.  Acutus is entitled to convert the accrued  interest and principal
of the  convertible  debenture  into common stock of the Company at a conversion
price equal to $1.25 per share.  The Company  accounted  for the  debentures  in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded in the  debentures  could result in the note  principal  being
converted  to a variable  number of the  Company's  common  shares.  The Company
determined  the fair value of the Acutus  debentures  at December 31, 2008 to be
$538,469  which  represented  the face value of the  debenture  plus the present
value of the conversion feature.  The liability for the conversion feature shall

                                       17
<PAGE>

increase from its present value of $53,469 at December 31, 2008 to its estimated
settlement  amount of $53,889.  As of June 30, 2009, an expense of $420 has been
recorded as interest  expense for the  accretion of the value of the  conversion
liability.  The carrying value of the Acutus  Debenture was $538,889 at June 30,
2009. As of June 30, 2009,  the Company was in default on the Acutus  debenture.
For the six months  ended June 30, 2009,  interest  expense of $48,101 for these
obligations was incurred.

During the year ended  December 31, 2008,  the Company  entered into amended and
restated  convertible  debentures  with MIF that total $1,319,783.  This  amount
includes the $410,930 in notes payable that MIF purchased from Viridis, $757,853
in  convertible  debt  that  were  purchased  from  Candent,   and  $500,000  in
convertible  debt  that  was  purchased  from  Acutus  Capital,  as  well  as an
additional  $151,000 in new convertible  debt that MIF purchased during December
2008.  The total  convertible  debentures  due to MIF were  reduced by  $432,932
during the year ended  December  31, 2008,  after MIF  purchased  the  debenture
payable to the Company from EcoSystem  Corporation by reducing the amount of the
convertible  debt the  Company  owed to MIF  bringing  the  year-end  balance to
$1,386,851.  $500,000 of the convertible  debt issued to MIF bears interest at a
rate of 20% and the balance of the convertible debentures shall bear interest at
12% per year and mature on  December  31,  2010.  MIF is entitled to convert the
accrued  interest and  principal of the MIF  convertible  debenture  into common
stock of the Company at a conversion  price equal to the lesser of (a) $1.25 per
share or (b) 90% of the  lowest  daily  volume  weighted  average  price for the
twenty trading days preceding  conversion.  During the six months ended June 30,
2009, MIF purchased an additional  $1,188,600 in debentures,  converted $635,582
on the amount due into Company common stock,  and sold $315,000 of the principal
amount due to MIF to RAKJ Holdings, Inc. ("RAKJ"). The Company accounted for the
MIF Debenture in accordance with SFAS No. 150,  Accounting for Certain Financial
Instruments with  Characteristics  of both Liabilities and Equity (SFAS 150), as
the conversion  feature  embedded in the MIF Debenture  could result in the note
principal being  converted to a variable number of the Company's  common shares.
The  carrying  amount of the  debenture  has been  restated  for the prior  year
(please see Note 18 Restatements,  below).  The Company  determined the value of
the MIF Debenture at December 31, 2008 to be $1,514,201  which  represented  the
face  value  of the  debenture  of  $1,386,851  plus  the  present  value of the
conversion  feature.  During the six months  ended June 30,  2009,  the  Company
recognized an additional  conversion  liability at present value of $115,981 for
additional funding received,  recognized a reduction in conversion  liability at
present value of $98,690 for the  conversions  and recorded an expense of $3,888
as interest  expense for the  accretion of the present  value of the  conversion
liability  for the six  months.  The  carrying  value of the MIF  Debenture  was
$1,780,084 at June 30, 2009,  including principal of $1,631,555 and the value of
the  conversion  liability.  The  liability  for the  conversion  feature  shall
increase  from its present  value of $148,529 at June 30, 2009 to its  estimated
settlement  value of $137,994 at December 31, 2010.  Interest expense of $86,786
for these obligations was accrued for the six months ended June 30, 2009.

The $315,000  convertible  debt  purchased by RAKJ bears interest at the rate of
12% per year and matures on December 31,  2010.  RAKJ is entitled to convert the
accrued interest and principal of the convertible debenture into common stock of
the Company at a conversion  price equal to the lesser of (a) $1.25 per share or
(b) 50% of the lowest daily volume  weighted  average closing price for the five
trading days preceding  conversion.  During the six months ending June 30, 2009,
RAKJ converted  $315,000 on this debenture.  The Company  accounted for the RAKJ
Debenture in  accordance  with SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity (SFAS 150), as
the conversion  feature  embedded in the RAKJ Debenture could result in the note
principal being  converted to a variable number of the Company's  common shares.
For the six months  ending June 30, 2009,  interest  expense of $5,228 for these
obligations was incurred.  The principal balance of these notes at June 30, 2009
was $0.

On September  4, 2008,  the  Company's  subsidiary,  GS  CleanTech  Corporation,
entered into a series of convertible notes totaling $1,734,579.  The notes shall
bear  interest  at a rate  15% per  annum  and  mature  on  December  31,  2010.
Commencing on February 1, 2009,  payments are due at a rate equal to the greater
of the interest  accrued on the unpaid principal or $100,000 times the principal
amount divided by $3,000,000.  Beginning July 1, 2009, payments are due based on
an eighteen month amortization,  with all principal and accrued interest paid on
or  before  December  31,  2010.  The notes are  convertible  into  shares of GS
CleanTech subsidiary preferred stock (par $0.001) at the closing by GS CleanTech
of a planned  Preferred  Stock Financing at a 15% discount to the final terms of
any such  Preferred  Stock  Financing.  If any portion of the note is prepaid in
cash, GS CleanTech shall pay a 10% redemption premium at the time of redemption.
If the Preferred  Stock  Financing  does not close on or before January 1, 2009,
the interest  and  redemption  premium will  increase to 20%. For the six months
ending June 30, 2009,  interest  expense of $149,056 for these  obligations  was
incurred. The balance of the loans was $1,734,579 as of June 30, 2009.

                                       18
<PAGE>

The Company  accounted for the JMJ  Debenture in  accordance  with SFAS No. 150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity (SFAS 150), as the conversion  feature  embedded in each
debenture  could  result in the note  principal  being  converted  to a variable
number of the Company's common shares.

Under the YAGI Debentures,  the Company owes a monthly payment of $250,000.  The
Company  determined  the fair value of the monthly  stream of payments under the
YAGI debentures at December 31, 2008 to be $3,028,424 which represented the face
value of the monthly payments plus the present value of the conversion  feature.
For the six months ended June 30, 2009,  the Company  recognized  an  additional
conversion liability value of $127,747 due to additional  installments  becoming
due, recognized a reduction in value of the conversion  liability of $34,734 for
conversions  of  principal  and  recorded  $8,576 as  interest  expense  for the
accretion  of value on the  conversion  liability.  The value of the  conversion
feature  underlying  the stream of payments owed under the YAGI  debentures  was
$380,014 at June 30, 2009 (please see Note 18 Restatements, below).

10        ASSET RETIREMENT OBLIGATION

Pursuant to SFAS 143, Accounting for Asset Retirement  Obligations,  the Company
has recognized the fair value of the asset retirement obligation for the removal
of its COES systems.  The present value of the estimated asset  retirement costs
has been  capitalized as part of the carrying  amount of the related  long-lived
assets.  The  liability  has been  accreted to its present  value as of June 30,
2009, and the capitalized cost approximated $235,000. The Company has recognized
$869 due to accretion from the acquisition  dates.  The Company has determined a
range of abandonment  dates between  December 2018 and December 2019 and a total
salvage value of $250,000 per system. The following represents the amount of the
retirement obligation at the beginning and the six months ending June 30, 2009:

         Beginning balance at January 1, 2008                 $      60,099
         Liabilities incurred during the period                     187,038
         Liabilities settled during the period                           --
         Accretion of interest                                          623
                                                              -------------
         Ending balance at December 31, 2008                        247,760
         Liabilities incurred during the period                          --
         Liabilities settled during the period                           --
         Accretion of interest                                          513
                                                              -------------
         Ending balance at June 30, 2009                      $     248,273
                                                              =============

11       COMMITMENTS AND CONTINGENCIES

The Company's subsidiaries,  GS AgriFuels Corporation and NextGen Fuel, Inc. are
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 had sought 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 the NextGen Fuel, Inc.,  subsidiary.  On
September  19,  2007,  the  Supreme  Court of the State of New York  dismissed a
significant  portion of O'Brien & Gere's  complaint with  prejudice.  Management
does not believe  that there is a  reasonable  possibility  that the claims made
against  NextGen  Fuel by the  plaintiffs  in this  litigation  indicate  that a
material  loss  has  occurred.  Accordingly,  an  estimate  of  loss  cannot  be
determined  at this time and  therefore,  no accrual has been made in connection
with those claims.

The  Company's  GS  AgriFuels  subsidiary  is party to the  matter  entitled  GS
AgriFuels  Corporation  v.  Chaykin,  et al. The action was filed in the Supreme
Court of the State of New York,  County of New York,  on February  2, 2009.  The
Complaint seeks damages for defendants' fraudulent misrepresentations,  tortious
interference,   breach  of  acquisition   agreements  and  related  claims.  The
defendants  filed a  separate  action  entitled  Max,  et al.  v.  GS  AgriFuels
Corporation,  et al. in response to GS AgriFuels'  Complaint.  The case was only
recently  commenced and  Management is unable to evaluate the  probability of an
unfavorable  outcome at this time.  Accordingly,  an  estimate of loss cannot be
determined  at this time and  therefore,  no accrual has been made in connection
with this  contingency,  however,  Carbonics  Capital  Corporation  (see Note 6,
Discontinued  Operations,  above) has assumed all rights and  obligations  of GS
AgriFuels  pertaining  to this  litigation.  Carbonics is majority  owned by the
Company's majority shareholder, Viridis Capital, LLC.

On December 11, 2008, GreenShift  Corporation entered into a Membership Interest
Purchase and Equity Capital Contribution  Agreement (the "ECAA Agreement").  The
parties to the  agreement  included  GS COES  (Adrian  I),  LLC, a newly  formed
GreenShift  subsidiary,  BIG, GS (NextDiesel I), LLC, a newly formed  GreenShift

                                       19
<PAGE>

subsidiary and CleanBioenergy  Partners, LLC ("CleanBioenergy"),  a newly formed
joint venture company owned by a subsidiary of GE Energy Financial Services ("GE
EFS"),  a  unit  General   Electric  Company  and  a  subsidiary  of  YA  Global
Investments,  L.P. Under the terms of the ECCA Agreement,  CleanBioenergy agreed
to invest up to $38  million in GS  NextDiesel  to help  deploy  twelve corn oil
extraction  facilities  and to double the  capacity of  GreenShift's  10 million
gallon per year  Adrian,  Michigan-based  NextDiesel  biodiesel  refinery  to 20
million gallons per year. The ECCA Agreement was terminated in the first quarter
of 2009. The NextDiesel biodiesel refinery is owned by Biofuel Industries Group,
LLC ("BIG"),  BIG's agreements with its senior creditor,  Citizens Bank, require
Citizens Bank to provide its written consent to change of control  transactions.
Citizens  Bank had  previously  consented to the change of control of BIG on the
condition  that the  Company  closed  on its  prior  financing  agreements  with
CleanBioenergy. This financing failed to close as expected in March 2009 despite
the  Company's  compliance  with the  relevant  agreements,  and  Citizens  Bank
consequently  withdrew  its consent to the change of control of BIG. The Company
subsequently entered into negotiations in April 2009 to restructure the terms of
the BIG acquisition,  however, a notice of default of the Exchange Agreement was
declared  on May 14,  2009 in order  to  maintain  compliance  with  BIG's  loan
agreements  with  Citizens  Bank.  The  original  acquisition   transaction  was
rescinded  during the second quarter of 2009. The financial  results of BIG were
presented as  discontinued  operations as of and for the quarter ended March 31,
2009 (see Note 6, Discontinued Operations) and are not included in the Company's
results of operations for the quarter ended June 30, 2009. The Company wrote-off
$7,281,993 in goodwill  previously  booked in connection with the acquisition of
BIG during the six months ended June 30, 2009. The Company's  divestiture of BIG
resulted  in  the  disposal  of  $13,054,765   and  $27,506,834  in  assets  and
liabilities, respectively.

As of June 30,  2009,  the  Company  was in default of its debt  agreement  with
Acutus  Capital,  LLC,  and  NextGen  Acquisition,  Inc.,  was in default of its
agreements  with  Stillwater  Asset  Backed Fund,  LP. As of June 30, 2009,  the
Company is also in default of payments  owed under the purchase  agreement  with
Bollheimer Associates in the amount of $240,000,  and intends to restructure the
terms of the relevant  agreement.  The Company and its subsidiaries are party to
numerous  collections matters pertaining to outstanding  accounts payable due to
vendors.  Under the  Company's  insurance  programs,  coverage is  obtained  for
catastrophic  exposures, as well as those risks required to be insured by law or
contract.  There  is  a  $2,500  deductible  per  occurrence  for  environmental
impairments.  Environmental liability insurance is carried with policy limits of
$1,000,000 per occurrence and $2,000,000 aggregate. The Company is also involved
in various collection matters for which vendors are seeking payment for services
rendered and goods provided. These collection matters total $2,096,000.

12          GUARANTY AGREEMENT

Both Viridis Capital, LLC ("Viridis"),  the majority shareholder of the Company,
and its sole member,  Kevin Kreisler,  the Company's  chairman,  have guaranteed
nearly all of the Company's senior debt (in the outstanding  amount of about $42
million),  and Viridis has  pledged all of its assets,  including  its shares of
Company Series D Preferred  Stock,  to YA Global  Investments,  LP ("YAGI"),  to
secure the repayment by the Company of its obligations to YAGI.

13       SEGMENT INFORMATION

Segment information is presented in accordance with SFAS 131, "Disclosures about
Segments of an Enterprise and Related  Information." This standard is based on a
management  approach that designates the internal  organization  that is used by
management  for making  operating  decisions  and assessing  performance  as the
sources of the Company's reportable segments.  Operating segments are defined as
components of an enterprise about which financial  information is available that
is  evaluated  on a regular  basis by the  chief  operating  decision-maker,  or
decision-making  groups, in deciding how to allocate  resources to an individual
segment and in assessing performance of the segment.

The  Company's  operations  during the fiscal  quarter  ended June 30,  2009 are
classified into two reportable business segments: Biofuel Production & Sales and
Equipment & Technology Sales. Each of these segments is organized based upon the
nature of products and services offered.  The Company's remaining operations are
aggregated and classified herein as Corporate.  Summarized financial information
about each segment is provided below:

                                       20
<PAGE>
<TABLE>
<CAPTION>
Six months                                                    Equipment &              Biofuel
Ended 6/30/09                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>                <C>
Total revenue                             $         --        $   298,119         $  1,734,565       $ 2,032,684
Cost of revenue                                     --            853,080            1,141,307         1,994,388
                                          ------------        -----------         ------------       -----------
   Gross profit                                     --          (554,961)              593,258            38,296
Operating expenses                             587,076            384,356           12,611,283        13,582,715
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations             (587,076)          (939,317)         (12,018,025)      (13,544,419)
Other income (expense)                     (1,289,389)        (1,489,131)          (1,395,520)       (4,174,041)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (1,876,465)        (2,428,449)         (13,413,546)      (17,718,460)
Minority interest                                   --                 --                   --                --
                                          ------------        -----------         ------------       -----------
Taxes                                               --            402,398                 (51)           402,347
                                          ------------        -----------         ------------       -----------
Gain on sale of discontinued operations             --                --            14,452,069       14,452,069
Net loss from discontinued operations     $         --        $        --         $(1,167,356)      $(1,167,356)
                                          ------------        -----------         ------------      ------------
Net loss                                  $(1,876,465)        $(2,026,051)        $  (128,884)      $(4,031,399)
                                          ============        ============        ============      ============

Six months                                                    Equipment &              Biofuel
Ended 6/30/08                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
Total revenue                             $         --        $ 7,752,177         $  1,105,398       $ 8,857,575
Cost of revenue                                 43,660          3,178,314              823,925         4,045,899
                                          ------------        -----------         ------------       -----------
   Gross profit                               (43,660)          4,573,862              281,473         4,811,675
Operating expenses                           2,311,517            492,838              681,078         3,485,433
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations           (2,355,177)          4,081,024            (399,605)         1,326,242
Other income (expense)                     (2,787,381)        (2,997,411)            (795,995)       (6,580,787)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (5,142,558)         1,083,613           (1,195,600)       (5,254,545)
Minority interest                                   --              6,419                   --             6,419
                                          ------------        -----------         ------------       -----------
Taxes                                               --                 --                   --                --
                                          ------------        -----------         ------------       -----------
Net loss from discontinued operations     $         --        $        --         $  (560,072)       $ (560,072)
                                          ------------        -----------         ------------       -----------
Net gain (loss)                           $(5,142,558)        $ 1,090,032         $(1,755,672)      $(5,808,198)
                                          ============        ===========         ============      ============

3 Months                                                      Equipment &              Biofuel
Ended 6/30/09                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
Total revenue                             $         --        $    66,795         $  1,110,231       $ 1,177,026
Cost of revenue                                     --            321,690              516,973           838,664
                                          ------------        -----------         ------------       -----------
   Gross profit                                     --          (254,896)              593,258           338,362
Operating expenses                             351,424            179,207            4,852,531         5,383,163
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations              (51,424)          (434,103)          (4,259,273)       (5,044,800)
Other income (expense)                       (567,664)          (738,854)            (706,086)       (2,012,604)
                                          ------------        -----------         ------------       -----------
   Loss before taxes                         (919,089)        (1,172,957)          (4,963,098)       (7,057,404)
Taxes                                               --            402,398                 (51)           402,347
                                          ------------        -----------         ------------       -----------
Gain on sale of discontinued operations             --                --            14,452,069        14,452,069
Income (loss) from discontinued operations$         --        $       --          $    555,568       $   555,568
                                          ------------        -----------         ------------       -----------
Net gain (loss) attributable to common
shareholders                              $  (919,089)        $ (770,559)         $ 10,042,227       $ 8,352,579
                                          ============        ===========         ============       ===========

Three Months                                                  Equipment &              Biofuel
Ended 6/30/08                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
Total revenue                             $         --        $ 5,187,749         $    774,027       $ 5,961,775
Cost of revenue                                 29,052          1,865,908              630,839         2,525,799
                                          ------------        -----------         ------------       -----------
   Gross profit                               (29,052)          3,321,840              143,188         3,435,976
Operating expenses                           1,333,416             91,832              591,737         2,016,985
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations           (1,362,468)          3,230,008            (448,549)         1,418,991
Other income (expense)                     (1,149,186)        (1,508,448)            (547,276)       (3,204,910)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (2,511,654)          1,721,560            (995,825)       (1,785,919)
Minority interest                                7,019                 --                   --             7,019
                                          ------------        -----------         ------------       -----------
Taxes                                               --              6,419                   --             6,419
                                          ------------        -----------         ------------       -----------
Net loss from continuing operations       $(2,504,635)        $ 1,727,979         $  (995,825)      $(1,772,481)
                                          ------------        -----------         ------------      ------------
Gain (loss) from, discontinued operations           --                 --            (507,044)         (507,044)
Preferred dividends                                 --                 --                   --                --
Net gain (loss)                           $(2,504,635)        $ 1,727,979         $(1,502,869)      $(2,279,525)
                                          ============        ===========         ============      ============
</TABLE>
 21
<PAGE>
14       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
The following is a summary of supplemental disclosures of cash flow information
for the six months ending June 30, 2009 and 2008:
<CAPTION>
                                                                                        2009                2008
                                                                                ------------      --------------
     Cash paid during the year for the following:
<S>                                                                             <C>               <C>
       Interest                                                                 $         --      $           --
       Income taxes                                                                       --              22,486
                                                                                ------------      --------------
         Total                                                                  $         --      $       22,486
                                                                                ============      ==============

     Acquisition of Bollheimer & Associates with debt                                     --             320,000
     Stock issued for compensation                                                        --             336,833
     Reduction of convertible debentures from disposal
      of investment in GS EnviroServices                                                  --           2,000,000
     Reduction of related party debt and accrued interest from forgiveness                --           2,000,000
     Stock issued for conversion of debt                                           1,307,643                  --
     Acquisition of Biofuels Industries Group, LLC with debt                              --           9,000,000
     JMJ Financial convertible debenture                                             600,000                  --
     JMJ Financial note receivable                                                   500,000                  --
</TABLE>
15       RELATED PARTY TRANSACTIONS

Minority  Interest  Fund  (II),  LLC  ("MIF")  is party to  certain  convertible
debentures  issued by the Company (see Note 8, Convertible  Debentures,  above).
The managing member of MIF is a relative of the Company's chairman.

16       RESTATEMENT

The Company has restated its financial  statements for the six months ended June
30, 2009 and 2008.  Management's  calculations  relating to  accounting  for the
impact of  conversion  features  embedded in the  Company's  various  derivative
securities under SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS 150) increase by $4,522.

The Company also restated the for the six months ended June 30, 2009 and 2008 to
reflect the disposition of one of its subsidiaries  ("Culbertson")  to a company
under common control (Carbonics Capital  Corporation).  The financial results of
Culbertson  have been omitted from the Company's  results of operations  for the
six months  ended June 30,  2009 and the  December  31, 2008  balance  sheet and
statement of stockholder's  equity have been restated as well. The change due to
the  disposition  of Culbertson  resulted in an increase of  additional  paid in
capital of $2,783,484 as well as a decrease of retained earnings of $3,539,639.

The Company also took this  opportunity  to restate its financial  statements to
reclass  certain  expenses  within  the  income  statement.  As a result  of the
reclassification,  the  following  items were  adjusted:  revenue  increased  by
$9,569; general and administrative expenses decreased by $103,264 while bad debt
expense  increased  by  $102,349;  gain on disposal of  equipment  increased  by
$28,985 and other income (expense) increased by $18,499.

In addition,  the Company has reclassified certain obligations due to subsidiary
shareholders  that were  presented  as "Minority  Interest"  in prior  financial
statements to more properly classify these  obligations as current  liabilities,
and  reclassified  the actual  amount of  noncontrolling  interest in subsidiary
capital  as equity  to  conform  to the  adoption  of SFAS  160,  Noncontrolling
Interests in Consolidated Financial Statements--an amendment of ARB No. 51.
<TABLE>
The following shows the effect of the restatements on the financial statements:
<CAPTION>
                                                          6/30/09        6/30/09        12/31/08        12/31/08
Balance Sheets:                                       As reported    As restated     As reported     As restated
                                                     ---------------------------    ----------------------------

<S>                                                 <C>            <C>               <C>             <C>
Line of credit                                      $          --  $          --     $10,000,000     $11,044,838
Convertible debentures, current                                                       11,665,309      11,792,387
Convertible debentures, related party                   2,175,047      2,158,195       1,512,325       1,900,333
Liability for derivative instruments                                                   3,869,771              --
Liability due to shareholders                                  --        932,328              --         932,328
Convertible debentures, net of current                                                20,726,439      21,188,196
Minority interest                                         942,001             --         942,001              --
Additional paid-in capital                             91,800,779     87,711,017      83,774,424      79,878,929
Accumulated deficit                                 (145,336,078)  (141,229,463)   (146,432,325)   (136,932,585)
Non-controlling interest
   in subsidiary                                               --          9,673              --           9,673
</TABLE>

                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                          6/30/09        6/30/09        6/30/08          6/30/08
Statements of Operations:                             As reported    As restated    As reported      As restated
                                                     ---------------------------    ----------------------------
<S>                                                  <C>           <C>              <C>              <C>
Revenues                                             $  2,023,115  $   2,032,684    $         --     $        --
General and administrative expenses                     2,038,742      1,935,478              --              --
Bad debt expense                                        4,212,855      4,315,204              --              --
Gain on disposal of equipment                                  --         28,985              --              --
Other income (expense)                                     62,317         80,816              --              --
Change in fair value-derivatives                               --             --         319,829              --
Amortization of debt discount                                                          (2,115,055)     (990,152)
Conversion liabilities                                  (691,862)      (696,384)              --       (120,595)
Conversion liabilities - affiliate                      (121,160)      (126,555)              --              --

Loss from continuing operations                       (17,306,194)  (17,316,112)     (6,703,631)     (5,248,126)
Net income (loss)                                     (4,291,481)    (4,301,398)     (6,703,631)     (5,808,198)

Earnings (loss) per share:
Continuing operations                                $      (0.06)   $    (0.06)    $     (0.18)    $     (0.14)
Discontinued operations                              $       0.05    $      0.05    $         --    $     (0.01)
Mc
Total, basic and diluted                             $      (0.01)   $    (0.01)    $     (0.18)    $     (0.15)

                                                          6/30/09        6/30/09        6/30/08          6/30/08
Statements of Stockholders' Equity:                   As reported    As restated    As reported      As restated
                                                     ---------------------------    ----------------------------
Beginning balance, paid-in capital                             --             --      63,502,789      66,175,522
Write-off of derivative due to
   debt restructure                                            --             --       6,784,743              --
Net loss                                              (4,291,481)    (4, 301,398)   (52,293,334)    (47,975,579)

                                                          6/30/09        6/30/09        6/30/08          6/30/08
Statements of Cash Flows:                             As reported    As restated    As reported      As restated
                                                     ---------------------------    ----------------------------

Net loss from continuing operations                 $ (4,021,481)  $ (4,031,399)    $(6,703,631)    $(5,808,198)
Amortization of debt discount
  and deferred financing costs                            698,928        642,537        1748,748         990,152
Change in fair value of derivatives                                                    (319,829)              --
Interest from conversion liabilities                           --        818,418              --         120,595
</TABLE>


17       SUBSEQUENT EVENTS

The Company issued  3,431,459  common shares upon the conversion of debt between
April 1, 2009 and August 17, 2009.

                                       23
<PAGE>


ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

OVERVIEW

GreenShift  Corporation  ("we,"  "our," "us,"  "GreenShift,"  or the  "Company")
develops and commercializes  clean  technologies  designed to integrate into and
leverage established  production and distribution  infrastructure to address the
financial  and  environmental  needs of our clients by  decreasing  raw material
needs, facilitating co-product reuse, and reducing waste and emissions.

Our mission is to build  shareholder value by using our technologies to catalyze
disruptive  environmental  gain.  We  believe  that  the  first,  best  and most
cost-effective  way to  achieve  this is to develop  technology-driven  economic
incentives  that  motivate a large  population  of people and  companies to make
incremental environmental contributions that are collectively very significant.

Since our inception in April 2005, we have been focused on the  development  and
commercialization of technologies  designed to create low carbon fuel production
opportunities  capable of shaving  meaningful  amounts of carbon and cost off of
the existing  liquid fuel supply chains.  We originally  invested in an array of
technologies,   including  advanced  reformation  processes,  novel  separation,
extraction  and  preparation  processes,  and  enhanced  chemical,  thermal  and
biological  processes - all with a view  towards  development  of a  financeable
business model that downshifted both the cost structure and the carbon intensity
of liquid fuels.

We  invented  and  then  successfully  developed  and  commercialized  corn  oil
extraction  technology,  a process that  increases  biofuel yields per bushel of
corn by 7% while reducing the energy and greenhouse gas (GHG)  intensity of corn
ethanol production by more than 21% and 29%,  respectively.  There are currently
no other  technologies  that have been  developed for the corn ethanol  industry
that begin to approach these results.  Corn oil extraction  technology is widely
considered  to be the  quickest  path for margin  improvement  for corn  ethanol
producers  today.  More than an estimated  20% of the ethanol  industry is using
corn oil extraction  technology today.  GreenShift's patent applications for its
extraction  technologies  were recently allowed by the U.S. Patent and Trademark
Office, and GreenShift's extraction technologies have recently been cited by the
U.S. EPA in its rulemaking  processes  involving the renewable  fuels  standard.
GreenShift   has  many  more  patents   pending  on  its  extraction  and  other
technologies, including a number of feedstock conditioning, feedstock production
and refining, and energy and carbon mitigation technologies.

We  currently  own four  corn oil  extraction  facilities  that are  located  in
Oshkosh,  Wisconsin,  Medina, New York, Marion,  Indiana, and Riga, Michigan. We
have also installed one facility in Albion, Michigan under a modified version of
our market  offering where our client paid us to build the extraction  facility.
We have the long-term  right to buy the oil extracted  from the Albion  facility
but the client retains  ownership of the extraction  assets and is paid a higher
price  for the  corn  oil  extracted  than we pay to our  other  clients.  These
facilities collectively are designed to extract in excess of 7.3 million gallons
per year. We are currently  focused on securing the capital resources we need to
operate our existing extraction  facilities and to build new corn oil extraction
facilities.

During the six months ended June 30, 2009, we also owned a 10 million gallon per
year  biodiesel  facility in Adrian,  Michigan and an oilseed crush  facility in
Culbertson,  Montana.  These two facilities  were idled during the first quarter
2009 due to a lack of  working  capital,  and then  divested  during  the second
quarter.  Neither  operation is included in the Company's  results of operations
for  the  period  ended  June  30,  2009.  The  Company's   specialty  equipment
manufacturing  operations  were also idled during the first quarter of 2009. The
Company  intends to scale this  operation  as needed to  fulfill  the  Company's
growth  needs  as it  builds,  installs  and  maintains  its  various  corn  oil
extraction facilities.

Plan of Operations

Our plans for 2009  originally  involved the  financing  and  construction  of a
number  of our  corn  oil  extraction  facilities,  the  construction  or  other
internalization  of  biodiesel  refining  capability,   and  the  completion  of
significant  additional  financing to build our contracted backlog of extraction
facilities.  We  closed  on a portion  of the  financing  we needed to build our
initial extraction  facilities in January 2008, we acquired a biodiesel refinery
in May 2008,  and we  executed  a term  sheet in July  2008 and then  definitive
investment  agreements  in December 2008 for in excess of $38 million in project
equity financing to execute on our backlog.

Unprecedented   volatility  in  the  global  financial  and  commodity   markets
intervened  during 2008 and early 2009,  and resulted in the loss of  previously

                                       24
<PAGE>
committed  sources  of  capital.   We  were  consequently   unable  to  complete
construction  and  initiate  production  with the amount of corn oil  extraction
facilities needed to achieve break-even cash flow.

The conditions in the financial  markets during the third and fourth quarters of
2008 resulted in the loss of previously  committed  sources of liquidity  during
the second  half of 2008.  We believe  that these  market  conditions  were also
responsible for the failure of our $38 million project equity financing to close
during  the first  quarter  2009 as called  for by the  relevant  December  2008
investment  agreements.  As a result of these events, we halted all construction
activities, and idled and then divested our biodiesel refining and oilseed crush
operations.

We have arranged for sufficient but costly bridge  financing to cover  essential
overhead needs and we expect to be able to continue to rely on similar financing
for the  foreseeable  future  pending the  resurrection  of our working  capital
resources and the completion of sufficient  construction  financing.  Until this
occurs,  our plan to generate  the cash  resources we need to cover our overhead
and other cash needs is to produce and sell corn oil from our installed  base of
extraction facilities.

We recently received two notices of allowance from the U.S. Patent and Trademark
Office for our corn oil  extraction  technologies.  These  notices of  allowance
provided  notification to the Company that it is entitled to a patent for two of
its several pending corn oil extraction patent applications. We believe that the
issuance of our extraction patents,  the strategic value of feedstock ownership,
and other market circumstances have favorably shifted our market positioning and
made  available  an  increased   array  of  options  to  fully   capitalize  the
construction  of  extraction  facilities  and the  restructuring  of our balance
sheet. We are currently evaluating a number of opportunities in this regard.

Our  plans for the balance of 2009 involve the following activities:

>>   Complete the  financing  necessary  to return to positive  cash flow and to
     build as many  additional  extraction  facilities as possible as quickly as
     possible;
>>   Reduce the substantial majority of our convertible and other debt; and,
>>   Focus   exclusively  on  servicing  the  growth  needs  of  our  extraction
     technologies while facilitating the development of other clean technologies
     in our portfolio by entering into and supporting  license  agreements  with
     strategic partners.

Results of Operations
<TABLE>
The following table sets forth, for the periods  presented,  revenues,  expenses
and net income in our condensed consolidated statement of operations, as well as
other key financial and operating data:
<CAPTION>
                                                      Three Months Ended June 30        Six Months Ended June 30
                                                     ---------------------------    ----------------------------
                                                             2009           2008            2009            2008
                                                     ------------    -----------    ------------    ------------
Summary Statement of Operations:
<S>                                                  <C>            <C>             <C>            <C>
Revenue                                              $  1,177,026   $  5,961,775    $  2,032,684   $   8,857,574
Cost of revenues                                          838,664      2,525,799       1,994,388       4,045,899
                                                     ------------    -----------    ------------    ------------
  Gross profit                                            338,362      3,435,976          38,296       4,811,675

Selling, general and administrative expenses            5,383,163      2,016,985      13,582,715       3,485,433
                                                     ------------    -----------    ------------    ------------
   Income (loss) from operations                      (5,044,801)      1,418,991    (13,544,419)       1,326,242

Other income (expense),  net                          (2,010,343)    (3,223,368)     (4,174,040)     (6,580,787)
                                                     ------------    -----------    ------------    ------------
   Loss before minority interest and taxes            (7,055,144)    (1,804,378)    (17,718,459)     (5,254,545)

Minority interest in net loss of
  consolidated subsidiaries                                   --           6,419             --            6,419
(Provision for) benefit from income taxes                 402,347          7,019        402,347               --
Income from discontinued operations                    15,007,637      (507,044)     13,284,713        (560,072)
                                                     ------------    -----------    ------------    ------------
   Net income (loss)                                   $8,352,579    $(2,279,984)   $(4,031,399)    $(5,808,198)
                                                     ============    ============   ============    ============

Other financial data:
Net cash flows (used in) provided by operating activities      --              --      (297,682)         917,797
Net cash flows (used in) provided by investing activities      --              --      (851,078)     (7,532,632)
Net cash flow (used in) provided by financing activities       --              --      1,139,056       6,335,441
                                                                                   -------------    ------------
   Net (decrease) increase in cash and cash equivalents                                  (9,704)        (38,604)

Other non-GAAP financial performance data:
Operating data:
Corn oil extracted (gallons)                               296,727             --        449,514              --
Average gross price of corn oil sold per gallon ($)      $    4.59    $        --      $    4.59          $   --
</TABLE>
                                       25
<PAGE>
Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Revenues

Total  revenues  for the  three  months  ended  June 30,  2009  were  $1,177,026
representing a decrease of 4,784,749, or 80.3%, over the three months ended June
30, 2008  revenues of  $5,961,775.  Revenue for the three  months ended June 30,
2009  included  $1,110,231  in  biofuel  sales  and  $66,795  in  equipment  and
technology  sales.  In the  comparable  period of last year,  our revenues  were
comprised of $774,027  from the sales of biofuels and  $5,187,748  from sales of
equipment and technology.

Cost of Revenues

Cost of revenues  for the three  months  ended June 30, 2009 were  $838,664,  or
71.8% of revenue compared to $2,252,799, or 42.4% of revenue for the same period
in 2008.  During the three  months ended June 30, 2009,  the  Company's  biofuel
production  costs of revenue were  $516,973 as compared to $630,839 for the same
period in 2008, and were  attributable  to costs  associated  with feedstock and
other raw material  purchases,  transportation and maintenance.  Cost of revenue
for our  equipment  and  technology  sales  business were $321,690 for the three
months  ended June 30,  2009 as compared  to  $1,865,908  for the same period in
2008.

Revenues in 2009 decreased due to the fact that the Company's biodiesel refinery
and equipment manufacturing  operations were shut down due to the unavailability
of the working capital resources these operations require.

Included  within cost of revenue is  depreciation  and  amortization  expense of
$297,969  and  $100,103  for the three  months  ended June 30,  2009,  and 2008,
respectively.  Depreciation and amortization  expense increased by $197,866 over
the same period in 2008.

Gross Profit

Gross profit for three months ended June 30, 2009 was $338,362,  representing  a
gross margin of 28.7%. This compared to $3,435,976,  representing a gross margin
of 57.6%, from the comparable period in 2008.

Operating Expenses

Operating  expenses  for the three  months  ended June 30, 2009 were  $5,383,163
compared to $2,016,985 for the same period in 2008. Included in the three months
ended June 30, 2009 was $0 in  stock-based  compensation  as compared to $32,816
for the three  months ended June 30,  2008.  The greatest  increase in operating
expenses, $4,315,204 in bad debt expense, was related to the accounts receivable
due from BIG for equipment and corn oil provided by various  subsidiaries of the
Company.  The Company has set up an allowance  for bad debt for the total amount
due.

Interest Expense

Interest  expenses and financing  costs for the three months ended June 30, 2009
were  $1,896,075  and  $1,634,629  for the three  months  ended  June 30,  2008.
Included  in the three  months  ended June 30, 2009 was  $1,543,708  of interest
expense,  consisting  of  $1,498,924  in  accrued  interest,  $44,784 in accrued
interest due to a related party,  and $352,367 in non-cash  expenses  associated
with the conversion  features  embedded in the convertible  debentures issued by
the Company during the three months ended June 30, 2009.

Amortization  of note discount was $185,564 and $527,150,  respectively  for the
three months ended June 30, 2009 and 2008.

Expenses Associated with Change in Convertible Liabilities

As of June 30, 2009,  the Company had several  convertible  debentures due to YA
Global Investments,  LP. The Company accounted for the convertible debentures in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded  in the  convertible  debentures  could  result  in  the  note
principal and related  accrued  interest being converted to a variable number of
the  Company's  common  shares.  We calculate  the fair value of the  conversion
feature  at the time of  issuance  and  record a  conversion  liability  for the
calculated  value. We recognize  interest  expense for the conversion  liability
which is added to the principal of the  debenture.  We also  recognize  interest
expense for accretion of the conversion liability over the term of the note. The
additional  value for the  conversion  features of $354,628 for the three months
ended June 30,  2009 have been  recognized  within  Other  income  (expense)  as
Changes in conversion  liabilities  in the  accompanying  financial  statements,
including $64,631 for related party debt.

                                       26
<PAGE>
Net Income or Loss

Net loss from  continuing  operations  for the three months ended June 30, 2009,
was $6,652,796 as compared to a loss of $1,790,940 from the same period in 2008.
Gain for discontinued operations was $14,354,069 for the three months ended June
30, 2009 as compared to $507,044 for the three  months ended June 30, 2008.  Net
income for the three months ended June 30, 2009, was $7,701,272 as compared to a
loss of $2,279,984 from the same period in 2008.

The  Company's  net income  during  the three  months  ended  June 30,  2009 was
$7,701,272,  which is increased  from the  $2,279,984  loss recorded in the same
period of 2008. The primary  reasons for the magnitude of this net loss were the
dramatic reduction in our operating  activities as compared to 2008 and expenses
attributable to past financing and restructuring activities. The income included
the following  non-cash  items:  reversal of  amortization  of debt discount and
deferred  financing fees of about  $189,000,  loss on conversion  liabilities of
$354,000, depreciation expenses of about $300,000, and accrued interest of about
$1,500,000.

Six months Ended June 30, 2009 Compared to Six months Ended June 30, 2008

Revenues

Total  revenues  for  the  six  months  ended  June  30,  2009  were  $2,032,684
representing a decrease of $6,824,890,  or 77.1%, over the six months ended June
30, 2008 revenues of $8,857,574.  Revenue for the six months ended June 30, 2009
included  $1,734,565 in biofuel  sales and $298,119 in equipment and  technology
sales.  In the  comparable  period of last year,  our revenues were comprised of
$1,105,398 from the sales of biofuels and $7,752,176 from sales of equipment and
technology.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2009 were $1,994,388, or 98.6
% of revenue compared to $4,045,899,  or 45.7% of revenue for the same period in
2008.

During the six months  ended June 30, 2009,  the  Company's  biofuel  production
costs of revenue were  $1,141,307 as compared to $823,925 for the same period in
2008, and were  attributable  to costs  associated  with feedstock and other raw
material  purchases,  transportation  and  maintenance.  Cost of revenue for our
equipment and  technology  sales business were $853,081 for the six months ended
June 30, 2009 as compared to $3,178,314 for the same period in 2008.

Revenues  in 2009  decreased  due to the  dramatic  reduction  in the  Company's
operating  activities  as  compared  to 2008  caused  by the loss of  previously
committed  sources of capital  and the  unavailability  of the  working  capital
resources these operations require.

Gross Profit

Gross  profit for six months  ended June 30, 2009 was  $38,296,  representing  a
gross margin of 1.9%.  This compared to $4,811,675,  representing a gross margin
of 54.3% in the comparable period of the prior year.

Operating Expenses

Operating  expenses  for the six  months  ended June 30,  2009 were  $13,582,715
compared to $3,485,433  for the same period in 2008.  Included in the six months
ended June 30, 2009 was $0 in stock-based  compensation  as compared to $336,833
for the six months  ended June 30,  2008.  The  greatest  increase in  operating
expenses, $4,315,204 in bad debt expense, was related to the accounts receivable
due from BIG for equipment and corn oil provided by various  subsidiaries of the
Company.  The Company has set up an allowance  for bad debt for the total amount
due. Included within operating expenses is depreciation and amortization expense
of $595,318  and  $100,103  for the six months  ended June 30,  2009,  and 2008,
respectively.  Depreciation and amortization  expense increased by $495,215 over
the same period in 2008.

Interest Expense

Interest  expenses  and  financing  costs for the six months ended June 30, 2009
were $3,875,342 and $2,896,435 for the six months ended June 30, 2008.  Included
in the six months  ended  June 30,  2009 was  $3,056,924  of  interest  expense,
consisting of $2,970,139 in accrued interest, $86,785 in accrued interest due to
a  related  party,  and  $818,417  in  non-cash  expenses  associated  with  the
conversion features embedded in the convertible debentures issued by the Company
during the six months ended June 30, 2009.

                                       27
<PAGE>
Amortization  of deferred  financing  costs and debt  discounts was $376,768 and
$990,152, respectively.

Expenses Associated with Change in Convertible Liabilities

As of June 30, 2009,  the Company had several  convertible  debentures due to YA
Global Investments,  LP. The Company accounted for the convertible debentures in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded  in the  convertible  debentures  could  result  in  the  note
principal and related  accrued  interest being converted to a variable number of
the  Company's  common  shares.  We calculate  the fair value of the  conversion
feature  at the time of  issuance  and  record a  conversion  liability  for the
calculated  value. We recognize  interest  expense for the conversion  liability
which is added to the principal of the  debenture.  We also  recognize  interest
expense for accretion of the conversion liability over the term of the note. The
additional  value for the  conversion  features of  $822,939  for the six months
ended June 30,  2009 have been  recognized  within  Other  income  (expense)  as
Changes in conversion  liabilities  in the  accompanying  financial  statements,
including $126,555 for related party debt.

Net Income or Loss

Net loss from continuing  operations for the six months ended June 30, 2009, was
$17,311,589  as compared to a loss of  $5,248,126  from the same period in 2008.
Gain for  discontinued  operations was $13,284,713 for the six months ended June
30, 2009 as compared  to a loss of  $560,072  for the six months  ended June 30,
2008.  Net loss for the six  months  ended  June 30,  2009,  was  $4,031,399  as
compared to a loss of $5,808,198 from the same period in 2008.

The Company's net loss during the six months ended June 30, 2009 was $4,031,399,
which is increased from the $5,808,198 loss recorded in the same period of 2008.
The  primary  reasons  for the  magnitude  of this  net loss  were the  dramatic
reduction  in  our  operating  activities  as  compared  to  2008  and  expenses
attributable  to past  financing  and  restructuring  activities.  The loss also
included  the  following  non-cash  items:  impairment  charges  relating to the
Biofuels  Industries,  LLC subsidiary of about $7,300,000,  amortization of debt
discount and  deferred  financing  fees of about  $194,000,  loss on  conversion
liabilities of $822,000,  depreciation expenses of about $600,000,  and, accrued
interest of about $3,000,000.

LIQUIDITY AND CAPITAL RESOURCES

Current and Prior Year Activity

The Company had no cash as of June 30,  2009.  Our primary  sources of liquidity
are cash generated from proceeds from issuance of debt and common stock. For the
six months ended June 30, 2009, provided by financing activities was $1,139,056.

Our financial  position and liquidity are, and will be,  influenced by a variety
of factors,  including  our ability to properly  capitalize  our  operating  and
construction activities, our ability to generate cash flows from our operations,
and the level of our outstanding  indebtedness and the interest we are obligated
to pay on this indebtedness.

The Company's capital  resources are impacted by changes in accounts  receivable
as a result of revenue fluctuations, economic trends, and collection activities.
At June 30, 2009, accounts  receivable,  net of allowance for doubtful accounts,
totaled $136,372 and inventories totaled $616,056.  Accounts payable and accrued
expenses totaled $14,614,596.

For the six months ended June 30, 2009, we used $851,078 in investing activities
as compared to $7,532,633 used in investing  activities for the six months ended
June 30, 2008, and financing  activities provided $1,139,056 in cash as compared
to $6,335,441 in cash provided by financing activities during June 30, 2008.

The Company had a working capital deficit of $63,297,795 at June 30, 2009, which
includes  convertible  debentures of $19,477,319,  accrued  interest  payable of
$7,173,539,  related party convertible  debentures of $2,158,195,  related party
debt of  $39,000,  $3,979,437  in  purchase  obligations  and $9,673 in minority
interest  obligations  associated  with  inactive  subsidiaries.  The  Company's
working capital deficit net of these amounts is $30,460,632.

Despite  their  classification  as  current  liabilities,   current  convertible
debentures and accrued  interest  ($28,809,053)  are not  serviceable out of the
Company's  cash flows (the terms of the  convertible  debt require  repayment in
shares of either  GreenShift  Corporation  or GS  AgriFuels  Corporation  common
stock). The purchase  obligations  ($3,979,437),  to the extent due, are tied to
the earnings of the Company's  equipment sales business and can only be serviced
after the Company's senior secured debt has been serviced.

                                       28
<PAGE>

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

Expected Activity Moving Forward

We intend to fund our  principal  liquidity  and capital  resource  requirements
through new financing activities. The Company has no committed source of capital
that is sufficient to meet all of its  operational  and other regular cash needs
during 2009 and beyond.  Obtaining  this capital is currently  Management's  top
priority.

Cash Flows Provided By Operating Activities

Among our current and known  sources of operating  cash flows are the cash flows
deriving from our existing corn oil extraction  facilities.  We will continue to
market the corn oil we extract as a  feedstock  to third  party  renewable  fuel
producers.

Cash Flows Provided By Financing Activities

We  require  significant  new  equity  and  debt  financing  to  accelerate  the
completion  of  our  previously  idled  other  contracted  corn  oil  extraction
projects. We hope to complete additional financing for this purpose during 2009.
We are also  evaluating  various  opportunities  to restructure  our convertible
debt. We do not know at this time if the  necessary  funds can be obtained or on
what terms they may be available.

Cash Flows Used In Investment Activities

We intend to use our available sources of cash from operations and financing for
2009 to execute on our plan to build as many corn oil  extraction  facilities as
possible, as quickly as possible.













                                       29
<PAGE>


ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4      CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal executive officer or officers and principal
financial officer, to allow timely decisions regarding required disclosure.  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  ineffective  in  alerting  them in a timely  manner to material
information  relating  to the Company  required to be included in the  Company's
periodic SEC filings  because it did not have a  sufficient  number of personnel
with an appropriate  level of knowledge of and experience in generally  accepted
accounting  principles  in the  United  States of America  (U.S.  GAAP) that are
appropriate to the Company's financial reporting requirements.

Subsequent to filing the Quarterly Report,  management  determined to change its
policies  for  accounting  of the  derivative  securities  that the  Company has
issued.  While the Company has restated the financial statements in this amended
Report to conform with this new policy,  the use of the Company's  long-standing
prior policy for  accounting  of the  Company's  derivative  securities  was not
itself due to any  inadequacy in the Company's  controls.  However,  because the
Company did not have a sufficient  number of personnel with an appropriate level
of knowledge of and experience in generally  accepted  accounting  principles in
the United States of America (U.S.  GAAP) that are  appropriate to the Company's
financial  reporting  requirements,  the Company's  controls and procedures were
ineffective as of June 30, 2009.

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



                                       30
<PAGE>

                           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 had sought 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  NextGen  Fuel,  Inc.,
subsidiary.  On September  19, 2007,  the Supreme Court of the State of New York
dismissed a significant  portion of O'Brien & Gere's  complaint with  prejudice.
Management  does not believe  that there is a  reasonable  probability  that the
claims made against NextGen Fuel by the plaintiffs in this  litigation  indicate
that a material  loss has occurred.  Accordingly,  an estimate of loss cannot be
made at this time and no accrual has been made in connection with those claims.

The  Company's  GS  AgriFuels  subsidiary  is party to the  matter  entitled  GS
AgriFuels  Corporation  v.  Chaykin,  et al. The action was filed in the Supreme
Court of the State of New York,  County of New York,  on February  2, 2009.  The
Complaint seeks damages for defendants' fraudulent misrepresentations,  tortious
interference,  breach of acquisition agreements and related claims. GS AgriFuels
initiated  this  litigation  and intends to prosecute the case  vigorously.  The
defendants  filed a  separate  action  entitled  Max,  et al.  v.  GS  AgriFuels
Corporation,  et al. in response to GS AgriFuels'  Complaint.  The case was only
recently  commenced and  Management is unable to evaluate the  probability of an
unfavorable outcome at this time.

ITEM 1A  RISK FACTORS

There was no  material  change  to the risk  factors  recited  in Item 1A of the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 2    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From time to time during the six months ended June 30, 2009,  the Company issued
a total of 481,118,139 shares to the Company's various  convertible debt holders
upon their  conversion  of  convertible  debenture  in the  aggregate  amount of
$1,307,643. The sales were exempt pursuant to Section 4(2) of the Securities Act
since the sales  were not made in a public  offering  and were made to an entity
whose principals had access to detailed  information  about the Company and were
acquiring the shares for the entity's own account. There were no underwriters.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

As of June 30,  2009,  the Company was in  technical  default of certain  senior
secured debt due to YA Global Investments,  L.P. ("YAGI"), which default was due
to the  failure  of the  CleanBioenergy  Partners,  LLC  financing  to  close as
explained more fully in Note 11 to the Company's Condensed Financial  Statements
for the quarter  ended June 30, 2009.  The Company  intends to cure this default
and restructure its debt due to YAGI during 2009.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5    OTHER INFORMATION

None.


                                       31
<PAGE>



ITEM 6    EXHIBITS

The  following  are  exhibits  filed  as part of  GreenShift's  Form 10Q for the
quarter ended June 30, 2009:

INDEX TO EXHIBITS

Exhibit

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

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

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


                                   SIGNATURES

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

GREENSHIFT CORPORATION

By

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

              /S/       EDWARD R. CARROLL
              ----------------------------------------
                        EDWARD R. CARROLL
                        Chief Financial and Accounting Officer


Date:         October 16, 2009






                                       32