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

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

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


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL QUARTER ENDED MARCH 31, 2007

                          COMMISSION FILE NO.: 0-50469



                            GS CLEANTECH 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 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 May 21, 2007 was
410,660,805.



Transitional Small Business Disclosure Format:  Yes         No  X
                                                    -----      --
<PAGE>
GS CLEANTECH CORPORATION
4

<TABLE>

                                      QUARTERLY REPORT ON FORM 10QSB
                               FOR THE FISCAL QUARTER ENDED MARCH 31, 2007

                                            TABLE OF CONTENTS
<CAPTION>
                                                                                                           Page No
<S>               <C>                                                                                          <C>
Part I            Financial Information
Item 1.           Financial Statements (unaudited)...............................................................3
                  Consolidated Balance Sheet - March 31, 2007 (unaudited)........................................4
                  Consolidated Statements of Operations - for the Three Months Ended March 31, 2007
                  (unaudited) and 2006 (unaudited)...............................................................5
                  Consolidated Statements of Cash Flows - for the Three Months Ended March 31, 2007
                  (unaudited) and 2006 (unaudited)...............................................................6
                  Notes to Consolidated Financial Statements.....................................................7
Item 2.           Management's Discussion and Analysis..........................................................20
Item 3.           Controls and Procedures.......................................................................28

Part II           Other Information
Item 1.           Legal Proceedings.............................................................................29
Item 2.           Unregistered Sale of Equity Securities and Use of Proceeds....................................29
Item 3.           Defaults Upon Senior Securities...............................................................29
Item 4.           Submission of Matters to a Vote of Security Holders...........................................29
Item 5.           Other Information ............................................................................29
Item 6.           Exhibits and Reports on Form 8K...............................................................29

Signatures                                                                                                      30
</TABLE>



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED FOR MARCH 31, 2007)


<PAGE>

<TABLE>

                            GS CLEANTECH CORPORATION
                           CONSOLIDATED BALANCE SHEET
                           MARCH 31, 2007 (UNAUDITED)
<CAPTION>

ASSETS:                                                             3/31/07
                                                                  -----------
Current assets:
<S>                                                              <C>
   Cash ......................................................   $    254,246
   Accounts receivable, net of allowance of doubtful accounts       2,418,746
Loans due from affiliate .....................................        469,192
   Inventory .................................................        611,866
   Project development costs .................................        276,664
   Prepaid expenses and other current assets .................        351,544
                                                                 ------------
            Total current assets .............................      4,382,258
                                                                 ------------

Other Assets:
   Property and equipment, net ...............................      1,289,192
   Deposits ..................................................        104,297
   Construction in progress ..................................      2,235,651
   Intangible assets, net ....................................        221,586
   Deferred Taxes ............................................         36,313
   Deferred financing costs, net .............................        303,333
   Investments in unconsolidated subsidiaries, at cost .......      1,500,295
   Goodwill, net .............................................      4,010,303
   Assets of discontinued operations, net of current .........          7,500
                                                                 ------------
       Total other assets ....................................      9,708,470
                                                                 ------------

TOTAL ASSETS .................................................   $ 14,090,728
                                                                 ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:

   Short term borrowings - affiliate .........................   $  2,241,485
   Short term borrowings - other .............................          7,014
   Accrued interest payable - affiliate ......................        196,777
   Accounts payable - affiliate ..............................        770,000
   Note payable - related party ..............................        130,000
   Accounts payable ..........................................      2,427,713
   Billings in excess of earnings ............................         37,765
   Accrued expenses ..........................................      1,251,601
   Deferred taxes ............................................         36,607
   Current maturities of long-term debt ......................        156,806
   Liability for derivative instruments ......................      7,849,263
   Current portion of convertible debentures, net of discount       3,787,244
   Current portion of convertible debentures - parent ........        280,196
   Discontinuance of operations, current .....................        433,692
                                                                 ------------

       Total current liabilities .............................     19,606,163
                                                                 ------------

   Loan due to affiliate .....................................        535,608
   Long-term debt, net of current maturities .................        263,811
   Convertible debentures, net of current portion and discount      1,466,667
                                                                 ------------
       Total long term liabilities ...........................      2,266,086
                                                                 ------------

       Total liabilities: ....................................     21,872,249
                                                                 ------------

Minority interest in consolidated subsidiary .................        775,000
                                                                 ------------

Commitments and contingencies ................................           --

Stockholders' equity:
   Convertible preferred stock, $0.001 par value,
     5,000,000 shares authorized:
     Series A: 1,254,244 shares issued and outstanding .......          1,254
     Series B: 151,250 shares issued and outstanding .........            151
     Series C:  -- shares issued and  -- shares outstanding ..           --
Series D: 1,000,000 shares issued and outstanding ............          1,000
   Common stock, $0.001 par value, 500,000,000 authorized;
   305,053,760 shares issued and outstanding .................        305,055
   Additional paid-in capital ................................     54,458,213
   Accumulated deficit .......................................    (63,322,194)
                                                                 ------------
       Total stockholders' equity (deficit) ..................     (8,556,521)
                                                                 ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................   $ 14,090,728
                                                                 ============

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

<PAGE>

<TABLE>


                            GS CLEANTECH CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (UNAUDITED)
<CAPTION>

                                                                         3/31/07         3/31/06
                                                                     -----------------------------

<S>                                                                  <C>              <C>
Revenues (includes $27,972 revenue with affiliate) ...............   $   3,291,178    $   3,178,925
   Cost of revenues (includes $7,575 cost of
     sales with affiliate) .......................................       2,344,017        2,387,355
                                                                     -------------    -------------
Gross profit .....................................................         947,161          791,570
                                                                     -------------    -------------

Operating expenses:
   Research and development ......................................            --             34,944
   Stock based compensation ......................................          88,558        2,081,201
   Selling expenses ..............................................         320,734          280,857
   General and administrative expenses ...........................       1,085,232          716,119
                                                                     -------------    -------------
Total operating expenses .........................................       1,494,524        3,113,121

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

Operating loss ...................................................        (547,363)      (2,321,551)
                                                                     -------------    -------------

Other income (expense):
   Change in fair value of derivative instruments ................        (436,180)         472,304
   Amortization of deferred finance costs ........................         (37,917)            --
   Forgiveness of debt ...........................................            --            119,242
   Interest expense - affiliate ..................................         (45,075)         (32,979)
   Amortization of debt discount .................................      (1,191,422)      (2,189,069)
   Gain (loss) on equipment disposal .............................            (600)           5,453
   Miscellaneous income ..........................................          11,034            1,000
   Interest expense ..............................................        (284,225)        (111,910)
                                                                     -------------    -------------
     Total other income (expense), net ...........................      (1,984,385)      (1,735,959)
                                                                     -------------    -------------

Loss before provision for income taxes ...........................      (2,531,748)      (4,057,510)

Provision for income taxes .......................................          37,972            4,309
                                                                     -------------    -------------

Net loss from continuing operations ..............................   $  (2,569,720)   $  (4,061,819)
                                                                     =============    =============

Discontinued operations:

         Gain from discontinued operations .......................   $        --      $     100,053
         Gain on disposal of discontinued operations .............       2,494,946            6,000
                                                                     -------------    -------------
                   Total discontinued operations .................       2,494,946          106,053
                                                                     =============    =============

Net loss .........................................................         (74,774)      (3,955,766)

Preferred dividends ..............................................        (151,875)        (681,594)
                                                                     -------------    -------------

Net loss attributable to common shareholders .....................        (226,649)      (4,637,360)
                                                                     =============    =============

Loss per common share, basic and diluted - continuing operations .           (0.00)           (0.02)
                                                                     -------------    -------------

Loss per common share, basic and diluted - discontinued operations            --              (0.00)
                                                                     -------------    -------------

Net loss per common share, basic and diluted .....................   $       (0.00)   $       (0.02)
                                                                     -------------    -------------

Weighted average shares of common stock outstanding, .............     294,063,004      182,599,567
basic and diluted


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

<PAGE>
<TABLE>

                                         GS CLEANTECH CORPORATION
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2007 (UNAUDITED)
                                      AND MARCH 31, 2006 (UNAUDITED)
<CAPTION>

                                                                       3/31/07       3/31/06
                                                                   ---------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                <C>            <C>
Net loss .......................................................   $   (74,774)   $(3,955,766)
Adjustments to reconcile net loss to net cash
 used in operating activities:

   Depreciation and amortization ...............................        66,380         56,934
   Amortization of deferred financing costs ....................        37,917           --
   Change in allowance for doubtful accounts ...................       (52,448)        (3,335)
   Deferred tax ................................................        17,832           --
   Change in fair value of derivatives .........................       436,180       (472,304)
Amortization of debt discount ..................................     1,191,422      2,189,069
Stock based compensation .......................................         4,984      2,081,201
   Assets of discontinued operations ...........................          --          221,427
   Liabilities of discontinued operations ......................       (10,600)      (448,549)
   Gain (loss) on equipment disposal ...........................           600         (5,453)
   Stock issued for services - affiliate .......................        83,574         75,000
   Amortization of beneficial conversion feature ...............       113,080           --
   Gain on sale of discontinued operations .....................    (2,494,946)          --

Changes in assets and liabilities, net of acquisitions
     Accounts receivable, net ..................................      (223,920)      (231,101)
     Accounts receivable - related party .......................        27,972           --
     Prepaid expenses ..........................................       (35,097)      (148,662)
     Deposits ..................................................          --              202
     Inventory .................................................          --         (316,323)
     Earnings in excess of billings ............................          --           (8,798)
     Billings and costs in excess of earnings ..................       (25,208)       231,536
     Accounts payable ..........................................       559,031        649,646
     Accounts payable - related party ..........................        83,656
     Accrued expenses ..........................................        22,685       (428,542)
                                                                   -----------    -----------
       Net cash used in operating activities ...................      (271,680)      (513,818)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Long term investment ........................................       282,672           --
   Construction in progress ....................................      (685,240)          --
   Project development costs ...................................        (6,191)          --
   Additions to and acquisition of property, plant and equipment       (13,188)          --
                                                                   -----------    -----------
       Net used in investing activities ........................      (421,948)          --
                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Short term borrowings .......................................        (3,500)        (3,740)
   Loan due from affiliate .....................................      (294,317)          --
   Loan due to related party ...................................       130,000           --
   Convertible debenture .......................................          --         (462,048)
   Loan due to affiliate .......................................       703,890        874,239
   Issuance of long term debt ..................................          --           (6,047)
   Repayment of long-term debt .................................       (38,827)       (35,814)
Repayment of term financing ....................................          --          (25,000)
                                                                   -----------    -----------
     Net cash provided by financing activities .................       497,246        341,590
                                                                   -----------    -----------

Decrease in cash ...............................................      (196,381)      (172,228)

Cash at beginning of year ......................................       450,627        363,382
                                                                   -----------    -----------

Cash at end of year ............................................   $   254,246    $   191,154
                                                                   ===========    ===========



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

<PAGE>
                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1        BASIS OF PRESENTATION

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

2        GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company  incurred a loss
of $226,649 for the three months ended March 31, 2007.  As of March 31, 2007 the
Company had $254,246 in cash, and current liabilities exceeded current assets by
$15,223,906  including  $7,849,265 in derivative  liability  instruments.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

Management's  plans  include  raising  additional  proceeds from debt and equity
transactions  to fund  operations  and to increase  revenue and cut  expenses to
reduce the loss from  operations.  There can be no assurances  that GS CleanTech
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.

3        SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For the period ended March 31, 2007,  the  accompanying  consolidated  financial
statements   include  all   accounts  of  GS  CleanTech   Corporation   and  its
subsidiaries:

o    GS   EnviroServices   (TDS   (Telemedicine)   Inc.)  -  owns  100%  of  the
     environmental services divisions of Enviro-Safe Corporation and Enviro-Safe
     Corporation (NE) (f/k/a Jones Environmental Services, NE).

o    GS Industrial Design - owns 100% of the process engineering division.

o    GS  CleanTech  Ventures  - owns 10% of  Ovation  Products  Corp,  and 3% of
     General  Hydrogen Corp.  Ovation  Products Corp. and General Hydrogen Corp.
     were  integrated  into GS  CleanTech  Ventures  using  the Cost  Method  of
     accounting  (see cost method  accounting  for  unconsolidated  subsidiaries
     below).

All  significant  inter company  balances and  transactions  were  eliminated in
consolidation. The financial statements for the period ended March 31, 2007 have
been  consolidated  to  include  the  accounts  of  GS  Industrial   Design,  GS
EnviroServices, and GS CleanTech Ventures beginning January 2007.

COST METHOD OF ACCOUNTING FOR UNCONSOLIDATED SUBSIDIARIES

The Company's subsidiary GS CleanTech accounts for its 10% investment in Ovation
Products  Corp.  (Ovation)  and its 3%  investment  in  General  Hydrogen  Corp.
(General  Hydrogen)  under the cost method.  Application of this method requires
the Company to periodically review this investment in order to determine whether
to  maintain  the  current  carrying  value or to  write  off some or all of the
investment.  While the Company uses some objective  measurements  in its review,
the review  process  involves a number of judgments on the part of the Company's
management. These judgments include assessments of the likelihood of Ovation and
General Hydrogen to obtain additional  financing,  to achieve future milestones,
make sales and to compete  effectively in its markets. In making these judgments
the Company must also  attempt to  anticipate  trends in  Ovation's  and General
Hydrogen's  respective industry as well as in the general economy.  There can be
no guarantee that the Company will be accurate in its assessments and judgments.
To the extent that the Company is not correct in its conclusion it may decide to
write down all or part of the investment.

<PAGE>
                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

REVENUE RECOGNITION

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or  determinable,  and collection is reasonably  assured.  The Company  provides
environmental  services that involve  transportation  and disposal of industrial
waste.  Revenues for the  transportation and disposal of waste using the Company
as the transporter  that is disposed of at a third party location are recognized
when the waste is  delivered  to the third party for  processing  and  disposal.
Revenues for the  transportation  and disposal of industrial waste using a third
party transporter that is disposed of at the third party location are recognized
when the waste is  delivered  to the third party  location  for  processing  and
disposal.  Revenues for the transportation and disposal of industrial waste that
is disposed of at the  Company's  facility  is  recognized  when the Company has
received  the waste at its  facility  due to the fact that the  customer  has no
additional  recourse  and no  additional  services  are provided to the customer
after the waste is received.

The  Company  also  provides  environmental  services  and  process  engineering
services on fixed  priced  contracts.  Revenue  from fixed  priced  contracts is
recognized on the percentage of completion method, measured by the percentage of
actual  costs  incurred  to the  estimated  costs to  complete.  Changes  in job
performance  and job conditions may affect total  estimated  costs and result in
revisions to costs and  revenues  that affect  future  periods.  Provisions  for
estimated  losses on uncompleted  contracts are made in the period in which such
losses are determined.

The asset,  "costs and estimated  earnings in excess of billings on  uncompleted
contracts,"  represents  revenues  recognized in excess of amounts  billed.  The
liability,  "billings in excess of costs and estimated  earnings on  uncompleted
contracts," represents billings in excess of revenues recognized.

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

INVENTORIES

Due to the long lead times to obtain some components, GS Industrial Design, Inc.
maintains an inventory of centrifuges and related parts.  Inventories are stated
at the lower of cost or market,  with cost  being  determined  by the  first-in,
first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the  straight-line  method over the
estimated useful lives of the assets.  Leasehold improvements are amortized over
the lesser of the life of the lease or their useful  lives.  Gains and losses on
depreciable  assets  retired  or sold  are  recognized  in the  combined  income
statement in the year of disposal,  and repair and maintenance  expenditures are
expensed  as  incurred.  Property,  plant  and  equipment  are  stated  at cost.
Expenditures  for major  renewals  and  improvements  which  extend  the life or
usefulness of the asset, are  capitalized.  Once an asset has been completed and
placed  in  service,   it  is  transferred  to  the  appropriate   category  and
depreciation commences.

GOODWILL AND INTANGIBLE ASSETS

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

Intangibles  with definite lives consist  primarily of permits which have useful
lives and are subject to impairment testing in the event of certain  indicators.
An  impairment  in  the  carrying  value  of an  asset  is  recognized  whenever
anticipated future cash flows  (undiscounted)  from an asset are estimated to be
less than its carrying  value.  The amount of the  impairment  recognized is the
difference between the carrying value of the asset and its fair value.

LONG-LIVED ASSETS

The Company  assesses the  valuation of components of its property and equipment
and other long-lived  assets whenever events or  circumstances  dictate that the
carrying  value might not be  recoverable.  The Company bases its  evaluation on
indicators such as the nature of the assets,  the future economic benefit of the
assets, any historical or future  profitability  measurements and other external
market conditions or factors that may be present. If such
<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


LONG LIVED ASSETS (continued)

factors  indicate that the carrying amount of an asset or asset group may not be
recoverable, the Company determines whether impairment has occurred by analyzing
an estimate  of  undiscounted  future  cash flows at the lowest  level for which
identifiable cash flows exist. If the estimate of undiscounted cash flows during
the  estimated  useful life of the asset is less than the carrying  value of the
asset,  the Company  recognizes a loss for the  difference  between the carrying
value of the asset and its  estimated  fair  value,  generally  measured  by the
present value of the estimated cash flows.

INCOME TAXES

Income taxes are  accounted for under the asset and  liability  method,  whereby
deferred income taxes are recorded for temporary  differences  between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and  liabilities  reflect the tax rates  expected to be in effect for
the  years in which  the  differences  are  expected  to  reverse.  A  valuation
allowance  is  provided  if it is more  likely  than not that some or all of the
deferred tax asset will not be realized.

USE OF ESTIMATES

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

DERIVATIVE FINANCIAL INSTRUMENTS

Certain  of  the  Company's  debt  and  equity   instruments   include  embedded
derivatives that require bifurcation from the host contract under the provisions
of SFAS No. 133, "Accounting for Derivative  Instruments and Hedging Activities"
and EITF 00-19 "Accounting for Derivative Financial  Instruments Indexed to, and
Potentially  Settled in, a Company's  Own Stock".  Under the  provisions of this
statement,  the Company records the related derivative liabilities at fair value
and records the accounting gain or loss resulting from the change in fair values
at the end of each  reporting  period.  Change  in the  derivatives  instruments
resulted  in a loss of $(436,180)  and income of $472,304  for the three  months
ended March 31, 2007 and 2006, respectively.

FINANCIAL INSTRUMENTS

The carrying values of accounts receivable, other receivables, accounts payable,
and  accrued  expenses  approximate  their fair  values due to their  short term
maturities.  The carrying  values of the Company's  long-term  debt  approximate
their fair values based upon a comparison of the interest rate and terms of such
debt to the rates and terms of debt currently available to the Company.

3         CONCENTRATIONS

The Company  maintains cash balances with financial  institutions  that at times
may exceed the limits insured by the Federal Deposit Insurance Corporation. Cash
balances in excess of these limits at March 31, 2007 amounted to $154,246.

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

The carrying amount of accounts  receivable is reduced by a valuation  allowance
that  reflect  the  Company's  best  estimate  of the  amounts  that  may not be
collected.  This  estimate  is based on reviews of all  balances in excess of 90
days  from  the  invoice  date.  Based  on this  assessment  of  current  credit
worthiness,  the Company estimates the portion, if any, of the balance that will
not be collected.  Management  also  considers the need for  additional  general
reserves and reviews its valuation allowance on a quarterly basis.

<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3         CONCENTRATIONS (continued)

Accounts receivable at March 31, 2007 are approximated as follows:

Accounts receivable .................   $ 2,525,550
Less: allowance for doubtful accounts      (106,804)
                                        -----------
Accounts receivable, net ............   $ 2,418,746
                                        ===========

4        STOCKHOLDERS EQUITY

The  Company  accounts  for stock and stock  options  issued  for  services  and
compensation by employees under the fair value method.  For  non-employees,  the
fair  market  value of the  Company's  stock on the  date of stock  issuance  or
option/grant  is used.  The  Company  determined  the fair  market  value of the
options issued under the Black-Scholes Pricing Model. Effective January 1, 2007,
the  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  (SFAS)123R  SHARE-BASED  PAYMENT,  which  establishes  accounting for
equity instruments exchanged for employee services. Under the provisions of SFAS
123(R),  share-based  compensation  cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).

STOCK OPTIONS

Activity under the Plan and issuances of options and/or warrants for the year
ended March 31, 2007 is as follows:


                                    Number of Shares  Weighted Average
                                                       Exercise Price
                                    --------------------------------------

Outstanding at December 31, 2005    10,200,427    $   0.39
Granted at fair value ..........    40,000,000        0.04
Forfeited ......................      (368,954)       1.83
Exercised ......................          --          --
                                   -----------    --------
Outstanding at December 31, 2006    49,831,473    $   0.10
Granted at fair value ..........          --          --
Forfeited ......................          --          --
Exercised ......................          --          --
                                   -----------    --------
Outstanding at March 31, 2007 ..    49,831,473    $   0.10

INCREASE IN AUTHORIZATION OF COMMON STOCK

On February 27, 2007, an Amendment to the Certificate of Incorporation was filed
with the State of Delaware  increasing the total number of shares of all classes
of stock which the  Corporation  shall have  authority to issue to  505,000,000,
consisting of 5,000,000  shares of Preferred  Stock, par value $0.001 per shares
(the  "Preferred  Stock"),  and  500,000,000  shares of Common Stock,  par value
$0.001 per share (the "Common Stock").

5         DISCONTINUED OPERATIONS

During the year ended  December  31, 2006,  the GS CleanTech  Board of Directors
adopted a plan for the sale of the Company's  environmental  consulting business
located in Mount  Arlington,  New Jersey  operated by  EnviroSciences  Inc.  The
assets  and   liabilities  of  this  operation  are  presented  as  discontinued
operations in the accompanying financial statements. On May 4, 2007, the Company
executed a Share  Purchase  Agreement  with the former  owners  (the  seller) of
EnviroServices  with an effective  date of January 1, 2007.  In exchange for the
acquisition  shares,  the seller  agreed the pay $250,000 to the Company.  As of
March  31,  2007,  this  cash is  included  in  prepaid  expenses.  The  Company
recognized a gain of  $2,494,946  from the sale. A breakdown of this purchase is
as follows:

Cash received on purchase .....................   $  250,000

Assets disposed of ............................    1,298,382
Liabilities disposed of .......................    3,543,328
                                                  ----------
Net gain on disposal  of assets and liabilities    2,244,946
                                                  ----------

Total gain on sales of discontinued operation .   $2,494,946
                                                  ==========

On October 24, 2005, the GS CleanTech  Corporation  Board of Directors adopted a
plan to close the Paterson,  New Jersey recycling  facility operated by American
Metal Recovery Corporation ("AMRC"). The plan included the

<PAGE>

GS CLEANTECH CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5        DISCONTINUED OPERATIONS (continued)

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

The components of discontinued operations are as follows:


<TABLE>
<CAPTION>
                                                                           2007           2006
                                                                           ----           ----
<S>                                                                     <C>             <C>
Net revenues ........................................................   $        --     $ 1,072,226
Cost of revenues ....................................................            --         601,451
                                                                        -------------   -----------
           Gross profit .............................................            --         470,775
                                                                        -------------   -----------

Selling, general and administrative expense .........................            --         314,632
                                                                        -------------   -----------
           Income from operations ...................................            --         156,143
                                                                        -------------   -----------

Other income and expenses, net ......................................            --         (26,552)
                                                                        -------------   -----------
           Total other income and expense ...........................            --         (26,552)
                                                                        -------------   -----------

           Income before provision for income taxes .................            --        (127,591)

Total provision for tax .............................................            --         (27,538)
                                                                        -------------   -----------
           Net income (loss) from discontinued operations ...........            --         100,053
                   Gain (loss) on disposal of discontinued operations            --           6,000
                                                                        -------------   -----------
                   Total income (loss) - discontinued operations ....   $        --     $   106,053
                                                                        =============   ===========
</TABLE>


The results presented above for 2007 and 2006 include the operating activity for
the  discontinued  operations for the 3 month period.  Assets and liabilities of
the  discontinued  businesses  were  reported as net assets and net  liabilities
(current and net of current) of discontinued operations at March 31, 2007.

Assets and liabilities of discontinued operations as of March 31, 2007 are as
follows:

Non-current assets of discontinued operations

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

Current liabilities of discontinued operations:
     Accounts payable .................................     254,958
     Accrued Expenses .................................     178,733
                                                          ---------
           Total liabilities of discontinued operations     433,691
                                                          ---------

Net assets of discontinued operations .................   $(426,191)
                                                          =========

6         DEPOSITS

In 2005,  the  Company  deposited  $90,000  to  satisfy  an  environmental  bond
obligation  for potential  site clean-up of the Lowell  location.  In accordance
with  the  agreement,  the  trustee  is TD  Banknorth  and  beneficiary  is  the
Massachusetts Department of Environmental Protection.

Other  deposits  in the amount  $14,297  are for  security  deposits on property
leases and deposits for our hazardous waste transporter permits.

7        GOODWILL AND INTANGIBLE ASSETS

The Company reviews its Goodwill  annually at December 31 each year for possible
impairment and more  frequently if events or changes in  circumstances  indicate
Goodwill might be impaired.  The fair value of the Company's  reporting units is
analyzed using a discounted  cash flow valuation  approach.  The discounted cash
flow calculation is made utilizing various  assumptions and estimates  regarding
future revenues and expenses, cash flow and discount

<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7        GOODWILL AND INTANGIBLE ASSETS (continued)

rates.  The  assumptions  used  are  sometimes   significantly   different  than
historical  results due to the Company's  current business  initiatives.  If the
Company fails to achieve results in line with the assumptions  used,  intangible
assets may be impaired. Possible impairment may exist if the fair value computed
using the  discounted  cash flow  valuation  approach is lower than the carrying
amount of the reporting unit  (including  goodwill).  Further  analysis would be
required if possible  impairment  exists by comparing  the implied fair value of
the reporting unit,  which is the excess of the fair value of the reporting unit
over amounts  assigned to the  reporting unit's assets and  liabilities,  to the
carrying  amount of goodwill.  If the carrying  amount of the  reporting  unit's
goodwill is greater than the implied fair value, an impairment loss equal to the
difference would be recorded and goodwill would be written down. As of March 31,
2007 the Company does not believe any impairment of Goodwill or other intangible
assets has occurred.

Intangible assets at March 31, 2007 include the following.

Patent .................   $  50,000
Permits ................     216,500
Accumulated amortization     (44,914)
                           ---------
    Permits, net .......   $ 221,586
                           =========

Amortization of intangible assets was $6,729 and $2,727 for the three months
ended March 31, 2007 and 2006 respectively. Estimated amortization expense for
future years is as follows:

         2007   $  9,790
         2008     14,117
         2009     14,117
         2010     14,117
         2011     14,117
Thereafter       155,328
                --------
Total           $221,586
                ========

8         PROPERTY AND EQUIPMENT

Property, plant and equipment consist of the following at March 31, 2007:

Land and building ...........   $   675,000
Furniture and fixtures ......        61,178
Machinery & Equipment .......        98,839
Vehicles ....................       859,148
Computer Equipment ..........        31,496
Leasehold  Improvements .....       145,697
-----------------------------   -----------
                                  1,871,360
Less accumulated depreciation      (582,168)
                                -----------
Net fixed assets ............   $ 1,289,192
                                ===========

9         SHORT TERM BORROWINGS

SHORT TERM BORROWINGS

The company is party to certain vendor  composition  plans that were established
in 2003. Currently $7,014 is in default and due upon demand.

10        LONG TERM DEBT

                            NOTE PAYABLE - AFFILIATE

During the three months ended March 31, 2007, the Company borrowed $656,713 from
GreenShift  Corporation.  Interest  is  accrued at a rate of 8%. As of March 31,
2007, the total loan balance due to GreenShift Corporation was
<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

10       LONG TERM DEBT (continued)

$2,767,589 with $2,231,981  currently due and $535,608 due December 31, 2008. In
addition,  the Company  owes $9,504 to Mean Green,  an affiliate of the Company.
The  total  amount  due to  affiliates  as of  March  31,  2007  is  $2,777,093.
GreenShift is a majority shareholder of GS CleanTech Corporation,  the Company's
parent and is controlled by Kevin Kreisler, Chairman and Chief Financial Officer
of GS CleanTech.

VEHICLE LOANS

The Company has vehicle  loans with  varying  interest  rates from 0% to 11.45%.
These loans have maturity  dates that range from February 2007 to December 2012.
As of March 31, 2007,  vehicle  notes totaled  $420,617 with $156,806  currently
due.

The following is a summary of GS EnviroService's long term debt as of March 31,
2007:

Current maturities of long-term debt:

     Vehicle loans and other current obligations .....   $156,806
                                                         --------
Total current maturities of long-term debt ...........    156,806

Long-term debt

     Note payable - affiliate ........................    535,608
     Vehicle loans and other current obligations .....    263,811
                                                         --------
Total long-term debt, net of current maturities ......    799,419

         Total long term debt, current and non-current   $956,225
                                                         ========

The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service requirements of March 31, 2007 and the
Company's ability to meet such obligations:

Year                                Amount
----                                ------
2007                               $156,806
2008                                647,789
2009                                 85,264
2010                                 59,703
2011 and thereafter                   6,663
                                   --------
Total minimum payments due under   $956,225
                                   ========

11         CONVERTIBLE DEBENTURES

In the first quarter of 2006,  five parties  assumed the debt of $3,500,000 from
another  convertible  debt holder of the  company.  In  exchange  for these debt
assumptions the company issued  convertible  debentures  totaling  $3,500,000 to
these parties.  As of December 31, 2006,  $311,523 of these  debentures were not
converted.  A breakdown of  transactions  for parties with activity in the three
months ended March 31, 2007 is described below.

SERENITY CAPITAL

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

CYRUS CAPITAL

In February 2006 the company  issued a $500,000  convertible  debenture to Cyrus
Capital, LLC (Cyrus) in exchange for Cyrus's assumption of $500,000 in debt. The
debenture is  convertible  at the lesser of $0.02 or 80% of the average  closing
market price of the Company's  common stock prior to the date of  conversion.  A
note discount of
<PAGE>


                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11         CONVERTIBLE DEBENTURES (continued)

$500,000  and  a  derivative  liability  of  $1,672,000  were  recorded  at  the
assumption  date.  During the year 2006,  Cyrus  effected  conversions  totaling
$400,000 into a total of 20,000,000  shares of the Company's common stock. As of
December 31, 2006, principal amount due on the debenture was $100,000.  Interest
is accrued at a rate of 5% on the  principal  balance.  As of December 31, 2006,
$4,644 of interest is accrued on this  debenture.  During the three months ended
March 31, 2007, interest expense from accretion of the debt discount was $31,350
and gain on the fair market value of the derivative  liability was $128,188.  In
March  2007,  the  remaining  principal  on the  debenture  was  converted  into
5,000,000  shares  of  Common  Stock.  Cyrus is owned by a family  member of the
Company's chairman.

TRANSACTIONS WITH CORNELL CAPITAL PARTNERS

On April 13, 2006,  GS CleanTech  entered into a Securities  Purchase  Agreement
with Cornell Capital  Partners,  LP, under which Cornell purchased a Convertible
Debenture in the amount of  $4,400,000.  The Company  paid  $440,000 in deferred
finance costs and $15,000 in structuring fees as part of this  transaction.  The
conversion  price of the  Debenture is equal to the lesser of $0.10 per share or
90% of the volume weighted  average price of the Company's  common stock for the
thirty  days  preceding  conversion.  Cornell  will be  entitled  to convert the
Debenture on the basis of the conversion  price into GS CleanTech  common stock,
provided that Cornell cannot convert into shares that would cause Cornell to own
more than 4.99% of GS CleanTech's  outstanding common stock. The Debenture bears
interest at 5% per annum.  Accrued interest and the principal amount are payable
on April 1, 2009. GS CleanTech's  obligations under the Debenture are secured by
a pledge of all of its assets. The proceeds of the Debenture may only be used by
GS  CleanTech  to  support  the  deployment  by  GS  CleanTech's   wholly  owned
subsidiary,  GS Industrial Design, Inc. ("GIDC"),  of its various  technologies,
specifically   including   GIDC's  Corn  Oil   Extraction   and  CO2  BioReactor
technologies.  In connection  with the debenture the Company issued to Cornell a
five year Warrant to purchase 7,500,000 common shares at $0.10 per share, a five
year Warrant to purchase 7,500,000 common shares at $0.15 per share, a five year
Warrant to purchase  15,000,000  common  shares at $0.20 per share,  a five year
Warrant to purchase 20,000,000 common shares at $0.25 per share. The Company may
redeem the debentures at any time for an amount equal to 120% of the outstanding
principal and accrued  interest.  A note discount of $4,400,000 and a derivative
liability of $14,958,108  were recorded at the  assumption  date. As of December
31, 2006 the balance due for debentures due to Cornell Capital Partners,  LP was
$4,400,000  and interest of $157,055 has been  accrued.  During the three months
ended March 31, 2007,  interest  expense from accretion of the debt discount was
$366,667  and gain on the fair  market  value of the  derivative  liability  was
$189,380.

On April 21, 2006 Cornell  Capital  Partners,  LP purchased  from Laurus  Master
Fund,  Ltd. the Secured  Minimum  Borrowing  Note and the Revolving Note that GS
CleanTech  issued to Laurus on March 31, 2004.  The  aggregate  debt,  including
accrued interest and penalties, was $2,193,047. Subsequently GS CleanTech agreed
with Cornell  Capital  Partners to amend the Revolving  Note such that its terms
are now identical to the Secured  Minimum  Borrowing  Note. The debenture  bears
interest at a rate of the prime  lending rate plus 5%. GS CleanTech  also agreed
to modify the conversion feature of the two Notes. The debentures,  as modified,
may be converted by Cornell  Capital  Partners into common stock at a conversion
rate equal to the lesser of (a) $0.10 per share or (b) 90% of the lowest  volume
weighted average price for the thirty trading days preceding conversion.  A note
discount of $2,193,047 and a derivative  liability of $18,444,715  were recorded
at the assumption date. On May 2, 2006,  Cornell Capital  Partners,  LP effected
conversions totaling $90,900, corresponding to 3,000,000 shares of the Company's
common  stock.  As of December  31, 2006 the  balance due for  debenture  due to
Cornell  Capital  Partners,  LP was $2,102,147 and interest of $196,858 has been
accrued.  During the three months ended March 31, 2007,  $433,703 was  converted
into 16,066,121  shares of Common Stock.  Interest expense from accretion of the
debt  discount was $112,101 and loss on the fair market value of the  derivative
liability was $609,331.

On July 1, 2006, GS CleanTech assumed from GreenShift  Corporation,  100% of the
outstanding   capital  stock  of  GS  EnviroServices,   Inc.  (f/k/a  GreenWorks
Corporation) and 100% of the outstanding capital stock of GS CleanTech Ventures,
Inc. (see Note 6 Acquisitions).  In exchange for the shares in GS EnviroServices
and GS CleanTech  Ventures,  GS CleanTech assumed  GreenShift's  obligation of a
Securities Purchase Agreement with Cornell Capital Partners, LP in the principal
amount of  $1,900,000.  GS  CleanTech  has also  agreed  to amend  the  Series D
Preferred Stock now held by GreenShift to increase the portion of GS CleanTech's
equity  represented by the Series D shares from 70% to 80%. The Note, as assumed
is convertible into GS CleanTech's common stock at the lesser of $0.10 per share
or the  average of the three  lowest  closing  market  prices of GS  CleanTech's
common

<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11         CONVERTIBLE DEBENTURES (continued)

stock for the thirty days preceding conversion provided that the shareholder may
not convert any portion of its debentures  where such conversion would bring the
shareholder  to greater than 4.95% of GS CleanTech's  outstanding  common stock.
The Debenture bears interest at 5% per annum. Accrued interest and the principal
amount  are  payable on April 1,  2008.  A note  discount  of  $1,471,740  and a
derivative  liability of $1,471,740 were recorded at the assumption  date. As of
December  31,  2006 the  balance due for the  debenture  due to Cornell  Capital
Partners, LP was $1,900,000 and interest of $47,500 has been accrued. During the
three months ended March 31, 2007,  interest  expense from accretion of the debt
discount  was  $210,149  and gain on the  fair  market  value of the  derivative
liability was $487,141.

TRANSACTIONS WITH KERNS MANUFACTURING

On February 28, 2007 GS CleanTech  entered into a  Stipulation  of Settlement to
settle the lawsuit titled "Kerns Manufacturing Corp. v. Veridium Corporation and
KBF Pollution  Management,  Inc.,  which was pending in the Supreme Court of the
State of New York  (County  of  Queens,  Index No.  19788/03).  Pursuant  to the
Stipulation,  GS CleanTech issued to Kerns Manufacturing Corp. (a) a Convertible
Debenture in the principal  amount of $500,000 that is due on March 31, 2007 and
(b) a Convertible Debenture in the principal amount of $1,000,000 that is due on
June 30, 2007.  Each  Debenture may be converted by its holder into common stock
of GS  CleanTech at a price equal to 90% of the average of the last trade prices
for the common stock during the five days preceding conversion. The total shares
issued  upon  conversion,  however,  may not,  when added to other GS  CleanTech
shares  beneficially  owned  by  the  holder,  total  more  that  4.99%  of  the
outstanding  GS CleanTech  common  stock.  The  Stipulation  provides  that upon
satisfaction of all obligations under the Stipulation, the parties will exchange
mutual general releases.  If, however,  GS CleanTech  defaults in satisfying the
$500,000  Debenture,  then Kerns  Manufacturing Corp. may cause the action to be
restored to the trial calendar of the New York Supreme Court.

Kerns $0.5 Million Convertible Debenture

A note discount of $290,347 and a derivative liability of $290,347 were recorded
at the assumption date.  During the three months ended March 31, 2007,  interest
expense from  accretion  of the debt  discount was $290,347 and loss on the fair
market value of the derivative liability was $300,253. As of March 31, 2007, the
principal balance on this debenture was $500,000.

Kerns $1.0 Million Convertible Debenture

A note discount of $580,694 and a derivative liability of $580,694 were recorded
at the assumption date.  During the three months ended March 31, 2007,  interest
expense from  accretion  of the debt  discount was $145,173 and loss on the fair
market value of the derivative liability was $600,469. As of March 31, 2007, the
principal balance on this debenture was $1,000,000.

RELATED PARTY CONVERTIBLE NOTE


During  2005,  GS  CleanTech   Corporation  borrowed  $280,196  from  GreenShift
Corporation  in the form of a convertible  promissory  note at a rate of 8%. The
note was due on September 30, 2006. Based on the terms of the conversion option,
the debt was determined to contain a beneficial conversion feature,  recorded as
a discount on the debt of $20,165,  amortizable over the term of the debt. As of
March 31, 2007, the debt discount is fully amortized.

The following is a summary of GS CleanTech's convertible debentures as of March
31, 3007:

Current portion of convertible debentures:

     Convertible debenture - GreenShift Corporation   $   280,196
     Cornell Capital, prime & 5%, due March 2007 ..     1,668,444
     Kerns Manufacturing, due March 2007 ..........       500,000
     Kerns Manufacturing, due June 2007 ...........     1,000,000
     Cornell Capital, 5%, due March 2008 ..........     1,900,000
Less note discounts ...............................    (1,281,200)
                                                      -----------
Total current portion of convertible debentures ...   $ 4,067,440

<PAGE>
                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11         CONVERTIBLE DEBENTURES (continued)

Convertible debt, net of current portion:

     Cornell Capital, 5%, due March 2009 ..............   $ 4,400,000
     Less: debt discount ..............................    (2,933,333)
                                                          -----------
Total convertible debentures, net of current maturities     1,466,667

Total convertible debentures, net of discount .........   $ 5,534,107
                                                          ===========

The following chart is presented to assist the reader in analyzing GS
CleanTech's ability to fulfill its convertible debenture requirements of March
31, 2007 and GS CleanTech's ability to meet such obligations:

Year          Amount
2007-2008   $3,448,640
2008-2009    1,900,000
2009-2010    4,400,000
            ----------
Total ...   $9,748,640
            ==========

12        EMBEDDED DERIVATIVES

In accordance with of SFAS No. 133,  "Accounting for Derivative  Instruments and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion  features  associated with the convertible  debentures (see note 10 -
Convertible  Debentures)  are variable and contain an embedded  derivative  that
requires  bifurcation from their hosts contacts.  The company has recognized the
embedded  derivatives  as a liability  at the date the  debentures  were issued.
During the three months  ended March 31,  2007,  the change in the fair value of
the derivative  resulted in an accounting loss of $436,180.  Amortization of the
debt discount totaled  $1,191,422.  The unamortized portion of the debt discount
related to the  derivatives was $4,214,533 at March 31, 2007. As of December 31,
2006, the fair value of the derivative liabilities was $7,849,263.

13    COMMITMENTS AND CONTINGENCIES

FACILITIES

GS  CleanTech's  corporate  headquarters  is located in New York,  New York,  in
offices  provided by GreenShift  Corporation.  There is no lease associated with
this location.  The Company maintains its engineering and manufacturing services
in Alpharetta,  Georgia. The Alpharetta lease is a one year term with a one year
option for renewal.  The monthly  lease  payment is $2,550 per month and expires
December  31,  2007.  The Company  leases  properties  in Sandwich  and Milford,
Massachusetts  which houses our field  services  operations  and  administrative
offices. The lease in Sandwich,  Massachusetts terminates in July of 2009 with a
five year  option for  renewal.  The  monthly  lease  payment  for the  Sandwich
location is $1,575 per month. The lease in Milford,  Massachusetts is on a month
to month basis. The monthly lease payment for the Milford location is $2,600 per
month.  Additionally,  we lease office space in Plainville,  Connecticut,  which
houses  our  technical   services  group.  The  Plainville,   Connecticut  lease
terminates  in November of 2007 with a one year option for renewal.  The monthly
lease payment for the Plainville  location is $2,726 per month.  We own property
in Lowell, Massachusetts,  the location of our RCRA permitted Treatment, Storage
and Disposal Facility (TSDF). The lease obligations are as follows:


Year                       Operating Leases
2007                          $ 29,775
2008                            18,900
2009                             7,875
     ---------------------------------
Total minimum lease payments  $ 56,550
                              ========

OTHER CONTINGENCIES

The  Company  is  subject  to various  regulatory  requirements,  including  the
procurement of requisite licenses and permits at its facilities.  These licenses
and permits without which the Company's  operations would be adversely  affected
are subject to periodic renewal. The Company anticipates that, once a license or
permit is issued  with  respect to a  facility,  the  license or permit  will be
renewed at the end of its term if the  facility's  operations  are in compliance
with the applicable regulatory requirements.
<PAGE>
                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13    COMMITMENTS AND CONTINGENCIES (continued)

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

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. The
deductible per occurrence for environmental impairments is $25,000.

Environmental liability insurance is carried with policy limits of $1,000,000
per occurrence and $2,000,000 aggregate.

14       GUARANTEE AGREEMENT

On October 31, 2006 GS CleanTech,  the Company's parent guaranteed the following
obligations:

o    14-month Term Note in the principal amount of $6,000,000  issued by NextGen
     Acquisition, Inc., to Stillwater Asset-Backed Fund, LP;

o    3-year Secured Convertible Debenture in the principal amount of $13,000,000
     issued by GS AgriFuels Corporation to Cornell Capital Partners, LP.

GS CleanTech's  guaranty was secured by a pledge of all its assets including the
assets of the Company.  GS AgriFuels  Corporation  is a subsidiary of GreenShift
Corporation.  NextGen  Acquisition,  Inc.,  is  a  subsidiary  of  GS  AgriFuels
Corporation.

On March 19, 2007,  Cornell  Capital  Partners,  LP and Stillwater  Asset Backed
Fund, LP consented to subordinate  their security  interests in the assets of GS
EnviroServices in contemplation of entering into a credit facility with a bank.

15       SEGMENT INFORMATION

GS CleanTech currently operates three business segments: Environmental Services,
and  Process  Engineering,  and  Technology  Development.  Summarized  financial
information about each segment is as follows:
<TABLE>
<CAPTION>


For the three months     ---------------------------------------------------------------------
ended March 31, 2007      Corporate    Environmental     Process         Technology
2006                                     Services       Engineering      Development    Total
                        ---------------------------------------------------------------------
Revenue:
<S>                      <C>             <C>               <C>         <C>          <C>
2007                           --        3,220,009         71,169           --       3,291,178
2006                           --        3,173,602         75,323           --       3,260,854

Operating Income:
2007                        (80,179)       114,143       (581,327)          --        (547,363)
2006                     (1,859,672)      (154,588)      (307,291)          --      (2,321,550)

Total Assets:
2007                        728,689      8,489,848      3,364,691      1,500,000    14,083,228
2006                         18,375      8,320,144        715,479      1,936,667    10,890,665

</TABLE>

Assets of discontinued operations of $7,500 and $1,667,698 for the periods ended
March 31, 2007 and 2006 respectively have been excluded from the above segment
reporting.

16        MINORITY INTEREST

As a  condition  precedent  to GS  CleanTech's  closing of the Senior  Loan,  GS
CleanTech's   pre-consolidation  New  World  Recycling  ("NWR")  notes  totaling
$925,000  ("the NWR Debt") were,  on December 19,  2003,  converted  into 92,500
shares of a non-voting  class of  preferred  equity in GS  CleanTech's  American
Metals Recovery, Corp.
<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16        MINORITY INTEREST (continued)

("AMRC")  subsidiary,  the  Subsidiary  Preferred  Equity,  with a par  value of
$0.001. Subsidiary Preferred Equity holders were to receive a quarterly dividend
ranging  from 3% to 5% of AMRC's  annualized  revenue,  limited to 30% of AMRC's
operating  income.  AMRC failed to generate  operating  income in 2006 and 2005,
therefore no dividends  were payable in December 2006 and 2005. The shares could
not be liquidated or transferred. Shares of Subsidiary Preferred Equity could be
converted  at the  holder's  option at fixed  conversion  price based on average
closing price for the 60 day trading period prior to April 2, 1999. There was no
expiration  date  associated  with the  conversion  option.  In  December  2004,
$100,000 of the  Minority  Interest  was  converted  into  500,000  shares of GS
CleanTech's common stock and a five-year option to purchase 250,000 shares of GS
CleanTech's  common stock at $0.10 per share.  In February 2006,  $50,000 of the
Minority Interest was converted into $1,666,667 shares of GS CleanTech's  common
stock at $0.03 per share.

The remaining balance of the NWR debt totaling $775,000 is due to be converted
into 7,750,000 shares of GS CleanTech's common stock.

17       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following is a summary of supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>

                                                                          2007       2006
                                                                        ------------------
Cash paid during the year for the following:
<S>                                                                     <C>       <C>
     Interest .......................................................   $ 9,746   $10,739
Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Acquisition of equipment and/or vehicles with long-term debt ...   $32,829   $43,527
</TABLE>

18                      RETIREMENT PLAN

The  Company  maintains a  retirement  plan  pursuant  to Section  401(k) of the
Internal Revenue Code for its employees.  The Company currently does not provide
a matching contribution.

19             RELATED PARTY TRANSACTIONS

During the  periods  ended March 31,  2007 and March 31,  2006,  the Company had
revenues of $27,971 and $4,000 respectively with affiliates. During the year the
Company's  parent  paid  approximately  $656,713  cash  for the  Company's  debt
obligations.  As of March 31,  2007,  the total loan  balance due to  GreenShift
Corporation  was  $2,767,589  with  $2,231,981  currently  due and  $535,608 due
December 31, 2008. The note bears interest at a rate of 8%.

During the three months ended March 31, 2007, the Company borrowed $30,000 from
David Winsness, the Company's Chief Executive Officer. The note is non interest
bearing and payable upon demand. The Company also borrowed $100,000 from Candent
Corporation. Candent Corporation is owned by a relative of Kevin Kreisler,
Chairman and Chief Financial Officer of GS CleanTech.

During the three months ended March 31 2007, the Company paid $4,952 to R. Green
Management for services, a company owned and operated by a relative of James F.
Green, President and CEO of GS EnviroServices.

20             INCOME TAXES

The Company  provides  for income  taxes using the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.

The components of the provision for income taxes as of March 31, 2007 and 2006
were as follows:

                2007      2006
             -----------------
Current ..   $ 9,746   $ 4,309
Deferred .    32,829      --
             -------   -------
     Total   $37,972   $ 4,309
             =======   =======

<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

20       INCOME TAXES (continued)

The tax effects of temporary  differences that give rise to significant portions
of deferred tax asset and liabilities at March 31, 2007 were as follows:

Deferred tax assets
Allowance for doubtful accounts receivable   $36,313
                                             -------
         Total deferred tax asset ........    36,313
                                             =======
Deferred tax liabilities:
Equipment and property ...................   $33,314
Intangibles ..............................     3,293
                                             -------
   Total deferred tax liability ..........   $36,607
                                             =======

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning  strategies in making this assessment.  Based upon the level of
historical  taxable  income and  projections  for future taxable income over the
periods in which the deferred tax assets are deductible,  management believes it
is more  likely  than not that the Company  will  realize the  benefits of these
deductible  differences.  The  amount  of  the  deferred  tax  asset  considered
realizable,  however,  could be reduced in the near term if  estimates of future
taxable income during the carry forward period are reduced.

21             ACQUISITIONS

On March 19, 2007, GS  EnviroServices,  Inc. and its wholly owned  subsidiaries,
Enviro-Safe   Corporation  and  Enviro-Safe   Corporation   (NE)  (f/k/a/  Jones
Environmental  Services  (NE) Inc.) entered into an Agreement and Plan of Merger
and  Reorganization   ("Merger")  with  TDS  (Telemedicine),   a  publicly  held
corporation.  19,000,000  shares  the  Company's  common  stock was issued to GS
CleanTech  in  exchange  for  the  purchase  of the GS  EnviroServices  and  its
subsidiaries. Prior to the merger, the shareholders of TDS (Telemedicine),  Inc.
retained 4,000,000 shares of common stock in the public company.

The  above   transaction   has  been   accounted   for  as  a   reverse   merger
(recapitalization)  with GS  EnviroServices,  Inc.  being deemed the  accounting
acquirer  and  TDS   (Telemedicine)   Inc.  being  deemed  the  legal  acquirer.
Accordingly,  the historical  financial  information  presented in the financial
statements  is that of GS  EnviroServices,  Inc.  (March 19,  2007,  its date of
inception) as adjusted to give effect to any  difference in the par value of the
issuer's and the accounting  acquirer's  stock with an offset to additional paid
in capital.  The basis of the assets and liabilities of GS EnviroServices,  Inc.
and  subsidiaries,  the  accounting  acquirer,  has  been  carried  over  in the
recapitalization.

MERGER AND REINCORPORATION

The Board  has  approved  the  reincorporation  of tds  (Telemedicine)  Inc.  by
changing its state of  incorporation  from New York to  Delaware,  which will be
effected  pursuant  to the Merger  Agreement.  Under the Merger  Agreement,  the
Corporation  will be merged  with and into its  subsidiary,  GS  EnviroServices,
Inc., a Delaware  Corporation.  GS  EnviroServices  was recently acquired by tds
(Telemedicine),  Inc.,  and is  the  holding  company  for  all of the  business
operations of tds (Telemedicine). Upon the effectiveness of the Reincorporation,
the New York Corporation  will cease to exist and the Delaware  Corporation will
continue  to  operate  the New York  Corporation's  business  under the name "GS
EnviroServices,  Inc." (see ITEM 4.  Submission of Matters to a Vote of Security
Holders).

22       SUBSEQUENT EVENTS

Subsequent  to  March  31,  2007,  the  Company  entered  into a Share  Purchase
Agreement to purchase the assets of GS Carbon  Corporation.  In exchange for the
Acquisition Shares, the Company has agreed to assume the repayment obligation of
a convertible  debenture due to Cornell  Capital  Partners,  LP in the amount of
$1,125,000 plus any other convertible debt outstanding as of June 30, 2007, with
the  exception of a maximum of $500,000 of GS Carbon  Corporation's  convertible
debentures which will remain the responsibility of GS Carbon Corporation.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

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

OVERVIEW

GS CleanTech  Corporation  ("we," "our," "us," "GS CleanTech," or the "Company")
provides  applied  engineering and technology  transfer  services based on clean
technologies  and process  innovations that make it  cost-effective  and easy to
recycle and reuse resources.

We focus on incremental  advances in  technologies  and business  practices that
enable  increased and  sustainable  profits on relatively  small  infrastructure
investments  by  enhancing   manufacturing   efficiencies,   improving  resource
utilization and minimizing waste. Our offerings include:

o    Technology  Transfer  -  we  provide  our  clients  with  innovative  clean
     technologies  for use at their sites in return for various forms of license
     fees and royalties.

o    Equipment Sales - we provide our clients with  proprietary  equipment based
     on our technologies on the basis of rental, lease or purchase terms.

o    Process  Engineering  Services - we provide specialized process engineering
     services bundled with our technology and/or equipment sales.

Our efforts during 2006 were focused on implementing a go-to-market strategy for
commercialization  of our  corn  oil  extraction  technology.  These  activities
included: (a) securing agreements for the sale of early adopter installations of
our  technology  at targeted  qualified  clients;  (b) the  installation  of our
technology  at these  early  adopter  clients;  (c) the  roll-out of our current
technology  usage  program  where  our  clients  can use our  technology  for no
up-front cost; (d) the execution of term sheets and letters of intent with usage
clients to validate our business model and to facilitate  early-stage  financing
for our commercialization program; (e) the conversion of these letters of intent
to execute agreements for deployments of our technology under our usage program;
and (f) the installation of our technology at our clients'  facilities under our
usage program.

While these  activities  accounted  for only about 3% of our revenue  during the
three months ended March 31, 2007, we have  executed a number of agreements  for
the extraction of more than 25 million  gallons of corn oil for conversion  into
biodiesel  fuel and we have  developed a significant  pipeline for the potential
additional sales of our corn oil extraction systems.  Accordingly,  our revenues
can be  expected  to  increase  as a  percentage  of  our  overall  sales  as we
successfully  deploy our technologies under our executed  agreements during 2007
and 2008 and if we are able to  successfully  convert our sales  prospects  into
additional  technology  deployment.  We are currently deploying several of these
extraction  systems and we began  commissioning of the first of these systems in
April 2007.

Our focus for much of 2007 will remain  resolved to delivering our  technologies
to the ethanol production industry. A key aspect of our go-to-market strategy in
the  ethanol  sector  is to forge  strategic  partnerships  to  maximize  market
penetration  and to quicken  the rate of  penetration.  As we  achieve  budgeted
milestones  in our  ethanol  program  we intend to shift  our focus  toward  the
extraction,  beneficiation  and refining of other co-products and waste products
in other agriproducts based industries,  the municipal waste processing industry
and the power generation industry.
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

GS EnviroServices

GS  EnviroServices,  Inc.  and its  subsidiaries:  Enviro-Safe  Corporation  and
Enviro-Safe  Corporation (NE) (f/k/a Jones  Environmental  Services (NE), Inc.),
are  environmental  management  companies  providing  a variety of services to a
broad client base in both the private and public  sectors.  We conduct  business
throughout  the  northeastern  region  of the  United  States  and our  services
include:

o    Transportation  and  Disposal  Services  -  transportation,   distribution,
     recycling and disposal  services specific to the materials and processes of
     our clients, for a wide range of industrial wastes.

o    Field Services - remedial,  industrial  cleaning and other related services
     for our clients at their sites and facilities.

As of March 31, 2007 we  operated  out of four  service  centers:  our  Resource
Conservation   and  Recovery  Act  (RCRA)  Part  B  permitted  TSDF  in  Lowell,
Massachusetts;  our field  service  operations  centers in Sandwich and Milford,
Massachusetts;  and our  technical  and  field  service  center  in  Plainville,
Connecticut.

SERVICES

We provide our  services and manage our  business  through two major  divisions:
Transportation and Disposal Services and Field Services.

Transportation and Disposal

Enviro-Safe  is one of the  leading  providers  of safe,  environmentally  sound
hazardous waste management services in New England.  Quality field personnel and
flexible  service are the reasons for the rapid  growth of  Enviro-Safe.  We now
deliver  the same types of services  at a growing  number of sites  historically
serviced  by other  companies  in the  environmental  industry.  Enviro-Safe  is
committed to waste volume  reduction,  environmentally  sound and cost efficient
management of hazardous wastes.  Enviro-Safe offers a "turnkey"  service,  which
focuses on providing a high level of customer service, focused on the best waste
management  options by  constantly  assessing  and  listening to the  customer's
needs. Our disposal hierarchy is that of reduction,  reuse, recycle,  treatment,
incineration,  and as a last resort landfill. At Enviro-Safe,  our primary goals
are to minimize waste,  utilize all  recycling/reuse  options to reduce disposal
costs  and  limit  your  liability.  Enviro-Safe  owns and  operates  a fleet of
licensed  waste  hauling  vehicles  capable  of  responding  to the needs of any
program.

Facilities

We operate a TSDF where we collect, temporarily store and transport the waste to
final recycling,  treatment or disposal destinations.  The material collected at
the TSDF is  disposed  of at third party  incineration,  landfill or  wastewater
treatment  facilities.  Waste types  processed or  transferred  in drums or bulk
quantities include:

o    Flammables, combustibles and other organics;

o    Acids and caustics;

o    Cyanides and sulfides;

o    Solids and sludge;

o    Items  containing  PCBs, such as utility  transformers and electrical light
     ballasts;

o    Other regulated wastes; and o Non-hazardous industrial waste.

Enviro-Safe provides complete cradle-to-grave tracking of hazardous waste by our
computerized  waste tracking  system.  Every drum of waste at Enviro-Safe  after
identification and sampling is assigned a unique number.  This number is used to
identify the location of the drum in the  warehouse  and is used for tracking to
the end disposal site.

Lab Pack Services

Enviro-Safe  provides all the resources necessary to safely package,  remove and
dispose of aged  chemical  inventories,  expired,  surplus  or waste  chemicals,
reactives, and laboratory waste. Enviro-Safe personnel identify and
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

classify  different wastes and prepare a custom waste management program to meet
the needs of its clients.  Enviro-Safe's  highly  qualified and degreed chemists
will  process  all  waste   according  to  DOT,   EPA,  and  disposal   facility
requirements.  Acceptable  waste is shipped to our Part-B permitted TSD facility
in Lowell,  MA. After  processing,  the waste is transported  for final disposal
and/or treatment to an Enviro-Safe approved hazardous waste facility.

All state and federal  regulations are meticulously  followed by the Enviro-Safe
lab pack teams who are fully trained and insured  professionals that package and
transport the waste. We currently service a wide variety of customers including:

o    State and local municipalities;

o    Pharmaceutical companies;

o    Engineering, and research and development companies;

o    College, university and high school laboratories; and

o    Hospital and medical care laboratories.

Household Hazardous Waste

Enviro-Safe is one of New England's largest organizations committed to effective
management  of  household  hazardous  wastes.  Enviro-Safe  performed  over  150
collection  programs  over the past four  years  and  currently  operates  three
permanent  collection centers in New England.  Enviro-Safe's  program emphasizes
working with  communities to design a program that will meet  individual  needs.
Our  project  managers  visit each site to ensure that the site is set up in the
safest and most efficient design  possible.  Traffic flow patterns are developed
to decrease  waiting time for  participants.  Enviro-Safe's  program  focuses on
providing  cost  effective,  safe and efficient  collection  programs.  Waste is
consolidated to reduce the number of drums for disposal.

Enviro-Safe  offers  clients  the  security  that all wastes  collected  will be
disposed of properly.  Enviro-Safe's  computerized system tracks waste cradle to
grave.  This ensures that each container of waste will be analyzed and routed to
the most environmentally sound, cost effective disposal site available.

Field Services

Remediation Services

Enviro-Safe  Field  Services  offers  comprehensive   environmental  contracting
services  to a wide  variety  of  clients  within  the  commercial,  industrial,
engineering  and  municipal  markets.  Our key  senior  staff is able to provide
accurate  and  reliable  information  to our clients  from the design phase of a
project through completion. Enviro-Safe's expertise in Field Services enables us
to formulate  cost-effective solutions for our clients while completing projects
safely and compliantly. Our services include:

         Remediation Construction

o        Hazardous & Non-Hazardous Contaminated Soil Excavation and Disposal
o        Facility Decontamination/Demolition

         PCB  Management & Disposal

o        Installation of  Soil &  Ground Water Treatment Systems
o        Storage Tank Cleaning
o        Brownfield Redevelopment Services
o        Vacuum Truck Services
o        Emergency Spill Response Services
         Petroleum Equipment Construction

o        Underground/Aboveground Storage Tank Installation and Removal
o        Station Decommissioning
o        Certified Highland Tank, Containment Solutions &
           Convault Tank Installers
o        Product Dispensing Equipment Installation
o        Installation & Upgrading of Fueling Facilities
o        Fuel System Testing

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         Environmental Construction

o        Landfill Capping
o        Oil/Water Separator Installation and Closure
o        Commercial Septic System Installations - Certified Title 5  Installer
o        Water & Sewer Utility Installations & Relocations
o        Site layout & General Construction

Engineering and Consulting Services

Enviro-Safe   provides  a  range  of  engineering  and  consulting  services  in
compliance with federal and state waste site cleanup laws and  regulations.  Our
licensed, experienced engineers and technicians provide a variety of services to
our clients including:

o        Site Assessment;
o        Soil and Groundwater Remediation
o        LSP Services;
o        Phase I and II Site Assessments; and
o        RCRA Reporting.
o        Emergency response;
o        Tank cleaning and removal;
o        Vacuum services;
o        Environmental remediation; and
o        Asbestos abatement.


RESULTS OF OPERATIONS

The following table sets forth for the periods  indicated certain operating data
associated  with our  results  of  operations.  The table and below  discussions
should be read in conjunction with Item 1, Financial Statements, of this report.

                                                 Percentage of Total Revenues
                                                     For the Period Ended,
                                                 ------------------------------
                                                   3/31/07    3/31/06

Revenue .......................................     100.0%    100.0%
Cost of revenue ...............................      71.2      75.1
                                                  -----     -----
   Gross profit ...............................      28.8      24.9

Selling expenses ..............................       9.7       8.8
General and administrative expenses ...........      33.0      23.4
Stock based compensation ......................       2.7      65.7
                                                  -----     -----

   Total operating expenses ...................      45.4      97.9
                                                  -----     -----
   Net income from operations .................     (16.6)    (73.0)

Other income and expense ......................      (8.9)      3.1
Amortization of debt discount .................     (36.2)     14.9
Change in derivative liabilities ..............     (13.3)    (68.9)
Interest expense ..............................      (6.6)     (3.5)
                                                  -----     -----
   Total other income (expense) ...............     (65.0)    (54.6)

Income (loss) before provision for income taxes      (5.7)   (127.6)
   Provision for income taxes .................       1.2       0.1
                                                  -----     -----

Net income (loss) from operations .............      (6.9%)  (127.7%)
                                                  =====     =====

OTHER CONTINGENCIES

Under GS CleanTech's  insurance programs,  coverage is obtained for catastrophic
exposures, as well as those risks required to be insured by law or contract. The
deductible   per   occurrence   for   environmental   impairments   is  $25,000.
Environmental  liability  insurance is carried with policy  limits of $1,000,000
per occurrence and $2,000,000 aggregate with a $4,000,000 umbrella policy.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

BUSINESS RISK FACTORS

There are many  important  factors that have  affected,  and in the future could
affect,  the  Company's  business,  including,  but not  limited to the  factors
discussed  below,  which  should  be  reviewed  carefully  together  with  other
information contained in this report. Some of the factors are beyond our control
and future trends are difficult to predict.

Our external  auditors have issued a going concern opinion  raising  substantial
doubt as to the  Company's  ability to  continue  as a going  concern due to the
Company's history of losses, working capital deficiency and cash position, which
conditions could impair the value of the Company's stock.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company  incurred a loss
from continuing  operations of ($2,569,720) for the three months ended March 31,
2007.  As of March 31,  2007 the  Company  had  $254,246  in cash,  and  current
liabilities  exceeded current assets by $15.2 million  including $7.8 million in
derivative  liabilities.   These  matters  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.

The conversion of our  convertible  debentures,  the exercise of our outstanding
warrants   and   options   and   the   Company's   various   anti-dilution   and
price-protection  agreements could cause the market price of our common stock to
fall, and may have dilutive and other effects on our existing stockholders.

As of March 31, 2007, the conversion of our outstanding  convertible debentures,
and the exercise of our  outstanding  warrants  and options  could result in the
issuance of up to 450,292,000  shares of common stock,  assuming all outstanding
warrants and options are  currently  exercisable,  and taken with the  Company's
various anti-dilution and price-protection agreements, are subject to adjustment
pursuant to certain  anti-dilution and  price-protection  provisions.  Potential
future dilutive  securities include 50,000,000 shares issuable under outstanding
warrants, 49,830,000 in outstanding options, and 350,462,000 shares issuable for
the  conversion  of  convertible  debentures.  Such  issuances  would reduce the
percentage of ownership of our existing  common  stockholders  and could,  among
other  things,  depress  the  price  of our  common  stock.  This  result  could
detrimentally  affect  our  ability  to  raise  additional  equity  capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.

Our industrial waste management services subject us to potential environmental
liability.

Our business of  rendering  services in  connection  with  management  of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages.  Such  liability  could  involve,  without  limitation,  claims for
clean-up  costs,  personal injury or damage to the environment in cases in which
we are held  responsible for the release of hazardous  materials;  and claims of
employees,  customers,  or third parties for personal  injury or property damage
occurring in the course of our operations.

We could  also be  deemed a  responsible  party  for the  cost of  cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

Our  business is subject to  extensive,  evolving,  and  increasingly  stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or  approvals to conduct these  activities in compliance  with such laws and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would result in an inability to operate certain of our assets
and significantly impair our financial  condition.  If we are unable to maintain
our currently held permits,  licenses, and/or approvals or obtain any additional
permits,  licenses  and/or  approvals  which may be  required  as we expand  our
operations, we may not be able to continue certain of our operations.

Changes in environmental  regulations and enforcement  policies could subject us
to  additional  liability  which could  impair our  ability to continue  certain
operations due to the regulated nature of our operations.

Because the  environmental  industry  continues  to develop  rapidly,  we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

environmental  laws and  regulations,  or by the enactment of new  environmental
laws and regulations.  Any predictions  regarding  possible liability under such
laws are complicated further by current environmental laws which provide that we
could be liable, jointly and severally,  for certain activities of third parties
over whom we have limited or no control.

As our operations expand, we may be subject to increased  litigation which could
significantly  impair our ability to operate and our future financial results by
causing the Company to expend  significant  amounts of time,  effort,  money and
focus on matters not directly related to our operations and expansion.

Our  operations  are regulated by numerous laws  regarding  procedures for waste
treatment,  storage,  recycling,  transportation and disposal activities, all of
which may provide the basis for  litigation  against  us. In recent  years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured against,  could impair our ability to
fund  our  operations.  Protracted  litigation  would  likely  cause us to spend
significant  amounts  of our time,  effort and money.  This  could  prevent  our
management from focusing on our operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

Our business exposes us to various risks, including claims for causing damage to
property and injuries to persons who may involve  allegations  of  negligence or
professional errors or omissions in the performance of our services. Such claims
could be  substantial.  We believe  that our  insurance  coverage  is  presently
adequate  and similar to, or greater  than,  the  coverage  maintained  by other
companies  in the industry of our size.  If we are unable to obtain  adequate or
required  insurance coverage in the future or, if our insurance is not available
at  affordable   rates,  we  would  violate  our  permit  conditions  and  other
requirements of the  environmental  laws,  rules and regulations  under which we
operate.  Such  violations  would  render us unable to  continue  certain of our
operations.  These events would result in an inability to operate certain of our
assets and significantly impair our financial condition.

Our operations will suffer if we are unable to manage our rapid growth.

Acquisitions are a component of the Company's growth strategy.  Accordingly, the
Company's  performance  will  be  impacted  by its  ability  to  integrate  such
acquisitions  into the  Company's  existing  business.  Our ability to grow will
require us to effectively manage our collaborative  arrangements and to continue
to improve our operational,  management, and financial systems and controls, and
to successfully  train,  motivate and manage our employees.  If we are unable to
effectively  manage our growth, we may not realize the expected benefits of such
growth,  and  such  failure  could  result  in lost  sales  opportunities,  lost
business,  difficulties  operating our assets and could therefore  significantly
impair our financial condition.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

Acquisitions  will involve the  integration  of companies  that have  previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.

GreenShift Corporation can exert control over us and may not make decisions that
further the best interests of all stockholders.

GreenShift  Corporation  owns preferred  stock that may be converted into 80% of
our  outstanding  common  stock.  GreenShift  is  entitled  to cast  votes  at a
shareholders meeting or by written consent that equal 80% of the total votes. As
a result,  GreenShift  Corporation  may exert a significant  degree of influence
over our management and affairs and over matters requiring stockholder approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions.  In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best  interest of all  stockholders.
Furthermore,  the  interests of this  concentration  of ownership may not always
coincide  with  our  interests  or  the  interests  of  other  stockholders  and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

THREE MONTHS ENDED MARCH 31, 2007 VERSUS THE THREE MONTHS ENDED MARCH 31, 2006

REVENUES

Total  revenues  were $3.3 million for the three months ended March 31, 2007, an
increase of $0.1 million,  or 0.4% over 2006 revenues of $3.2 million.  Revenues
for the  transportation  and  disposal  division  were  $50,000  less in 2007 as
compared  to the same  period  in  2006,  however  the  field  service  division
experienced  a  $135,000   increase  in  revenues.   Revenues  for  our  process
engineering division remains consistent with the prior year.

COST OF REVENUES

Cost of revenues  for the three months ended March 31, 2007 were $2.3 million or
71.2% of revenue,  as compared to $2.4 million, or 75.1% of revenue in 2006. The
decrease in cost of revenues is primarily  attributable to management's  efforts
to streamline costs and increased utilization of our resources.

SELLING, GENERAL AND ADIMISTRATIVE EXPENSES

Selling,  general and administrative  (SG&A) expenses for the three months ended
March 31,  2007 were $1.5  million  or 45.4% of  revenue,  as  compared  to $3.1
million,  or 97.9% of revenue in 2006.  SG&A expenses for the three months ended
March  31,  2007  and  2006  include  $88,558  and  $2,081,201  of  stock  based
compensation  respectively.  In  addition,  during the three  months ended March
2006,  general and  administrative  expenses  include  $146,000 in non-recurring
costs associated with management fees due to an affiliate of the Company.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses for the three months ended March 31, 2007
were $66,380, or 2.0% of revenue, as compared to $56,934, or 2.0% of revenue in
2006.

INTEREST EXPENSE

Interest  expense for the three  months  ended March 31, 2007 was  $329,301,  or
10.0% of revenue,  as compared to $111,910,  or 0.5% of revenue in 2006. For the
periods ended March 31, 2007 and 2006,  interest  expense  included  $45,075 and
$32,977  due to an  affiliate  of the  Company.  Net of the  interest  due to an
affiliate, interest expense has increased $205,293 over the periods presented.

NET INCOME

Our total net loss from operations before provision for tax for the three months
ended March 31, 2007, was $547,363 or (16.6%) of revenue,  as compared to a loss
of $2,321,551, or (73.0) % of revenue in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating  activities used $271,680 of cash in 2007 as compared to
a $513,818 use of cash in 2006. The Company's process engineering  division is a
technology  "start up" company  which  typically  will have a negative cash flow
effect.  In  addition,  during the first  quarter,  GS  EnviroServices  incurred
additional cash expenditures  related to the opening of our field service center
in Plainville,  Connecticut. These costs are non-recurring and GS EnviroServices
expects  this cash flow to  improve in future  periods.  The  Company's  capital
requirements  consist of  general  working  capital  needs and  planned  capital
expenditures.   The  Company's  capital  resources  consist  primarily  of  cash
generated from  operations.  At March 31, 2007 the Company had cash of $254,246.
This cash  represents  a decrease of  ($196,381)  from the cash  available as of
December 31, 2006.
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

CASH FLOWS FOR 2007

Non-cash  expenses  recorded  for the three  months ended March 31, 2007 totaled
$(454,150)  and  consisted  primarily of  ($52,448)  in allowance  for bad debt,
$88,558  of Common  Stock  issuances,  $17,832  of  deferred  taxes,  $66,380 of
depreciation  and  amortization,  $1,191,422 of  amortization of debt discounts,
$436,180 change in fair value of derivative instruments, $37,917 of amortization
of deferred  financing  costs,  $113,080 from a beneficial  conversion  feature,
($2,494,946) gain on the sale of a discontinued  operation,  and about ($600) in
equipment disposal costs.

Accounts  receivable at March 31, 2007, net of allowance for doubtful  accounts,
totaled  $2.4  million,  a decrease  of ($0.1)  million  from the March 31, 2006
balance  of $2.5  million.  Accounts  payable  at March 31,  2007  totaled  $3.2
million,  a increase of $0.6  million  from the March 31,  2006  balance of $2.6
million. Accrued expenses at March 31, 2007 totaled $1.5 million, as compared to
the March 31, 2006 balance of $1.2 million.

The Company had a negative working capital position of ($15,223,906) as of March
31, 2007 as compared to a negative  working capital position of ($13,473,901) as
of March 31,  2006.  The  Company  incurred a loss before  provision  for tax of
approximately ($0.2) million during the three months ended March 31, 2007.

NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 155,  "Accounting for Certain Hybrid  Financial  Instruments".  SFAS No. 155
amends FASB  Statements  No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities,"  and No. 140,  "Accounting  for Transfers and Servicing of
Financial  Assets and  Extinguishments  of  Liabilities"  and permits fair value
remeasurement  for any hybrid  financial  instrument  that  contains an embedded
derivative that otherwise would require bifurcation.

SFAS No. 155 is effective for all financial  instruments  acquired,  issued,  or
subject to a remeasurement (new basis) event occurring after the beginning of an
entity's first fiscal year that begins after September 15, 2006. Management does
not expect the  implementation of this new standard to have a material impact on
the Company's financial position, results of operations and cash flows.

In March  2006,  the FASB  issued  SAFS No. 156  "Accounting  for  Servicing  of
Financial  Asset".  SFAS No. 156 amends FASB Statement No. 140,  "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities",
with respect to the accounting for separately  recognized  servicing  assets and
servicing liabilities.

SFAS No. 156 is effective as of the  beginning of an entity's  first fiscal year
that  begins  after   September  15,  2006.   Management  does  not  expect  the
implementation  of this new standard to have a material  impact on the Company's
financial position, results of operations and cash flows.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS
No. 157 defines fair value,  establishes a framework for measuring fair value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair value measurements.

SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years.  Management  does not expect the  implementation  of this new standard to
have  a  material  impact  on  the  Company's  financial  position,  results  of
operations and cash flows.

On September  13,  2006,  the SEC released  Staff  Accounting  Bulletin No. 108,
"Considering  the  Effects  of  Prior  Period   Misstatements  When  Quantifying
Misstatements in Current Year Financial Statements.", which provides guidance on
the  consideration  of the effects of prior year  misstatements  in  quantifying
current year  misstatements  for the purpose of a  materiality  assessment.  The
standard is effective for the first annual financial statements for fiscal years
beginning  after  November 15, 2006.  The Company is currently  considering  the
effect of implementing the requirements of this standard.

On  February  3, 2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-4,
"Classification   of  Options  and  Similar   Instruments   Issued  as  Employee
Compensation  That Allow for Cash Settlement Upon the Occurrence of a Contingent
Event ." This FASB Staff Position (FSP) addresses the  classification of options
and  similar  instruments  issued as employee  compensation  that allow for cash
settlement upon the occurrence of a contingent  event.  The guidance in this FSP
amends  paragraphs  32 and  A229 of  FASB  Statement  No.  123  (revised  2004),
Share-Based Payment.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

On October  10,  2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-5,
"Amendment of FASB Staff  Position FAS 123R-1.  " This FASB Staff Position (FSP)
addresses  whether a modification  of an instrument in connection with an equity
restructuring  should be considered a modification  for purposes of applying FSP
FAS  123(R)-1  ,  "Classification  and  Measurement  of  Freestanding  Financial
Instruments  Originally  Issued in Exchange  for  Employee  Services  under FASB
Statement No. 123(R) ."

On  February  3, 2006,  the FASB  issued  FASB Staff  Position  FSP FAS  123R-6,
"Technical  Corrections of FASB Statement No. 123(R). " This FASB Staff Position
(FSP) addresses certain technical corrections of FASB Statement No. 123 (revised
2004), Share-Based Payment .

The  Company's  adoption  of SFAS  123(R)  and the  implementation  of these new
standards did not have a material  impact on the Company's  financial  position,
results of operations and cash flows.




<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal executive officer or officers and principal
financial officer, to allow timely decisions regarding required disclosure.  The
Company's chief executive officer and chief financial  officer  determined that,
as of the  end of  the  period  covered  by  this  report,  these  controls  and
procedures  are adequate and  effective in alerting  them in a timely  manner to
material  information  relating  to the  Company  required to be included in the
Company's periodic SEC filings.

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



<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

GS CleanTech  Corporation was party to the matter  entitled Kerns  Manufacturing
Corp. v. KBF Pollution Management Inc. (the "Kerns Matter. On February 28, 2007,
the  Company  entered  into a  settlement  of the  Kerns  Matter  (see  Item 2 -
Unregistered Sales of Equity Securities below).

The Company assumed and is party to various material  administrative  compliance
proceedings for which the Company has accrued $178,733 in potential expenses.

GS  EnviroServices  received a notice from the state of New York  Department  of
Environmental Conservation that it may be a potentially Responsible Party at the
Frontier Chemical site. The Company is investigating this matter and has made no
allowance for any financial responsibility at this time.

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

On February 28, 2007 GS CleanTech  entered into a  Stipulation  of Settlement to
settle the lawsuit titled "Kerns Manufacturing Corp. v. Veridium Corporation and
KBF Pollution  Management,  Inc.,  which was pending in the Supreme Court of the
State of New York.  Pursuant to the  Stipulation,  GS CleanTech  issued to Kerns
Manufacturing Corp. a Convertible  Debenture in the principal amount of $500,000
that is due on March  31,  2007 and a  Convertible  Debenture  in the  principal
amount of  $1,000,000  that is due on June 30,  2007  (see  Note 11  Convertible
Debentures).  The sale was exempt pursuant to Section 4(2) of the Securities Act
since the sale was not made in a public offering and was made to an entity whose
principals  had  access to  detailed  information  about GS  CleanTech  and were
acquiring the shares for the entity's own account. There were no underwriters.

From time to time during the three  months  ended  March 31,  2007 GS  CleanTech
issued a total of 16,066,121  shares to Cornell  Capital  Partners,  LP upon its
partial conversion of the Secured Minimum Borrowing Note in the aggregate amount
of $433,703.  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 GS CleanTech
and were  acquiring  the  shares for the  entity's  own  account.  There were no
underwriters.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.           OTHER INFORMATION

None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

The following are exhibits filed as part of the Company's Form 10-QSB for the
period ended March 31, 2007:

Exhibit Number    Description

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

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

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

<PAGE>

                                   SIGNATURES

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


GS CLEANTECH CORPORATION

By:

              /S/       DAVID WINSNESS
              -------------------------------
                        DAVID WINSNESS
                        Chief Executive Officer

Date:                   May 21, 2007



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

Date:                   May 21, 2007