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

                                    FORM 10-Q
                            -------------------------

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

                          COMMISSION FILE NO.: 0-50469


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


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


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


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

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

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

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

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

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

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

<PAGE>


<TABLE>


                             GREENSHIFT CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                   FOR THE FISCAL QUARTER ENDED MARCH 31, 2009

                                TABLE OF CONTENTS




<CAPTION>

                                                                                                        Page No
Part I -  Financial Information
<S>       <C>                                                                                            <C>
Item 1    Financial Statements (unaudited) ...............................................................4

          Condensed Consolidated Balance Sheet as of March 31, 2009 (unaudited)...........................5

          Condensed Consolidated Statements of Operations for the Three Month Period
          Ended March 31, 2009(unaudited) and 2008 (unaudited)............................................6

          Statement of Stockholders' Equity - Year Ended December 31, 2008 and Three
          Months Ended March 31, 2009.....................................................................7

          Condensed Consolidated Statements of Cash Flows for the Three Months Ended
          March 31, 2009 (unaudited) and 2008 (unaudited).................................................8

          Notes to Condensed Consolidated Financial Statements...........................................10

Item 2    Management's Discussion and Analysis of Financial Condition and Results of Operations .........23

Item 3    Quantitative and Qualitative Disclosures about Market Risk.....................................29

Item 4    Controls and Procedures .......................................................................29

Part II - Other Information

Item 1    Legal Proceedings .............................................................................30

Item 1A   Risk Factors ..................................................................................30

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds ...................................30

Item 3    Defaults upon Senior Securities ...............................................................30

Item 4    Submission of Matters to a Vote of Security Holders............................................30

Item 5    Other Information .............................................................................30

Item 6    Exhibits.......................................................................................30


Signatures...............................................................................................31

</TABLE>








                                       2

<PAGE>

Basis of Presentation

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

Market and Industry Data Forecasts

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

Forward Looking Statements

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

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

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


                                       3
<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1            FINANCIAL STATEMENTS (UNAUDITED)








































                                       4
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
             AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31, 2008
<CAPTION>
                                                                                        3/31/2009       12/31/2008
                                                                                    ------------------------------
ASSETS
Current assets:
<S>                                                                                 <C>              <C>
   Cash .........................................................................   $       8,839    $      10,028
   Accounts receivable, net of allowance of doubtful accounts of $0 and $46,962 .         201,314          733,768
   Inventories ..................................................................         616,056          616,056
   Cost and earnings in excess of billings ......................................         235,941          175,592
   Project development costs ....................................................         379,355          379,355
   Assets to be disposed - current ..............................................       2,405,435        3,257,844
   Prepaid expenses and other assets ............................................          18,582          111,125
                                                                                    -------------    -------------
     Total current assets .......................................................       3,865,522        5,283,768
                                                                                    -------------    -------------
Other Assets:
   Property and equipment, net ..................................................      11,044,497       11,125,547
   Deposits .....................................................................         213,634          213,634
   Construction in progress .....................................................       4,748,408        4,541,554
   Intangible assets, net .......................................................          38,402           42,959
   Deferred financing costs, net ................................................         291,206          390,464
   Long term investments ........................................................       2,501,324        2,501,324
   Goodwill .....................................................................            --          7,281,993
   Assets to be disposed ........................................................      15,408,645       15,949,146
                                                                                    -------------    -------------
     Total other assets .........................................................      34,246,116       42,046,621
                                                                                    -------------    -------------
TOTAL ASSETS ....................................................................   $  38,111,638    $  47,330,388
                                                                                    =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
   Line of credit ...............................................................   $  10,000,000    $  10,000,000
   Accounts payable and accrued expenses ........................................      15,037,150       14,551,651
   Accrued interest payable .....................................................       8,067,518        6,603,228
   Accrued interest payable - related party .....................................         225,741          179,711
   Billings in excess of earnings ...............................................            --             13,576
   Deferred revenue, current portion ............................................            --               --
   Income tax payable ...........................................................          45,000           45,000
   Current portion of long term debt ............................................       9,383,070        8,785,668
   Liability for derivative instruments .........................................       8,316,098        3,869,771
   Convertible debenture - related party debt, net of discount ..................       1,367,148        1,512,325
   Current portion of convertible debentures, net of discount ...................      24,521,796       11,665,309
   Other current liabilities ....................................................         521,066          604,587
   Liabilities of discontinued operations, current ..............................         363,228          363,228
   Minority interest ............................................................         942,001          942,001
   Liabilities to be disposed ...................................................       8,754,432        8,418,928
                                                                                    -------------    -------------
     Total current liabilities ..................................................      87,544,248       67,554,983
                                                                                    -------------    -------------
Long term liabilities:
   Long term debt, net of current ...............................................         373,931          964,028
   Asset retirement obligation ..................................................         247,729          247,462
   Deferred revenue, net of current portion .....................................            --               --
   Liabilities to be disposed ...................................................      20,487,136       20,396,893
   Convertible debentures, net of current .......................................       8,224,241       20,726,439
                                                                                    -------------    -------------
     Total long term liabilities ................................................      29,333,037       42,334,822
Total liabilities ...............................................................     116,877,285      109,889,805
                                                                                    -------------    -------------
Stockholders' deficit
   Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized:
     Series A: 0 shares issued and outstanding, respectively ....................            --               --
     Series B: 2,508,671 and 2,519,219shares issued and outstanding, respectively           2,509            2,519
     Series C: 0 shares issued and outstanding ..................................            --               --
     Series D: 799,954 and 800,000 shares issued and outstanding, respectively ..             800              800
     Series E : 20,000 and 20,000 shares issued and outstanding, respectively ...              20               20
   Common stock, $0.001 par value, 500,000,000 authorized; 210,396,022
and 95,144,983, shares issued and outstanding, respectively .....................         210,395           95,144
   Additional paid-in capital ...................................................      84,345,783       83,774,424
   Accumulated deficit ..........................................................    (163,325,155)    (146,432,325)
                                                                                    -------------    -------------
     Total stockholders' equity (deficit) .......................................     (78,765,648)     (62,559,418)
                                                                                    -------------    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................................   $  38,111,638    $  47,330,388
                                                                                    =============    =============
       The notes to the Condensed Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       5
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
                                   (UNAUDITED)
<CAPTION>
                                                                    Three Months        Three Months
                                                                   Ended 3/31/09       Ended 3/31/08
                                                                ------------------------------------
<S>                                                             <C>                 <C>
Revenue .....................................................   $        855,658    $      2,895,799
   Cost of revenues .........................................          1,155,724           1,520,100
                                                                ----------------    ----------------
      Gross profit ..........................................           (300,066)          1,375,699
                                                                ----------------    ----------------
Operating expenses:
   General and administrative expenses ......................            905,320             594,771
     Selling expenses .......................................             12,240              44,059
   Research and development .................................               --                   601
   Amortization of intangibles ..............................               --               525,000
   Impairment of goodwill ...................................          7,281,993                --
   Stock based compensation .................................               --               304,017
                                                                ----------------    ----------------
     Total operating expenses ...............................          8,199,552           1,468,448
                                                                ----------------    ----------------
Income (loss) from operations ...............................         (8,499,618)            (92,749)
                                                                ----------------    ----------------
Other income (expense):
   Change in fair value of derivative instruments ...........         (4,446,327)            319,829
   Amortization of debt discount & deferred financing .......           (447,644)         (1,114,095)
   Loss on disposal and impairment of investments ...........               --            (1,662,600)
   Miscellaneous interest income ............................              6,902               5,115
   Other income (expense) ...................................               --                24,875
   Interest expense - affiliate .............................            (42,001)            (27,597)
   Interest expense .........................................         (1,471,216)         (1,187,140)
                                                                ----------------    ----------------
     Total other income (expense), net ......................         (6,400,286)         (3,741,381)
                                                                ----------------    ----------------
Loss before minority interest and income taxes ..............        (14,899,904)         (3,734,362)

   Minority interest in net loss of consolidated subsidiaries               --                (7,019)
                                                                ----------------    ----------------
Loss before provision for income taxes ......................        (14,899,904)         (3,741,381)

   (Provision for)/benefit from income taxes ................               --                  --
                                                                ----------------    ----------------
Loss from continuing operations .............................        (14,899,904)          (3741,381)
                                                                ----------------    ----------------
Discontinued Operations:

   Loss from discontinued operations ........................         (1,722,924)            (53,028)
                                                                ----------------    ----------------
Net loss attributable to common shareholders ................   $    (16,622,829)   $     (3,794,409)
                                                                ================    ================
Mandatorily Redeemable Preferred Equity .....................           (270,000)               --
                                                                ----------------    ----------------
Net loss ....................................................        (16,892,829)   $     (3,794,409)
                                                                ================    ================
Weighted average common shares outstanding:

   Basic  and diluted .......................................        104,921,105          53,579,671

Earnings (loss) per share:

   Loss from continuing operations ..........................   $          (0.14)   $          (0.07)
   Income (loss) from discontinued operations ...............              (0.02)              (0.00)
                                                                ----------------    ----------------
   Net loss per share - basic and diluted ...................   $          (0.16)   $          (0.07)
                                                                ================    ================
   Net loss .................................................   $          (0.16)              (0.07)
                                                                ================    ================

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

<TABLE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
<CAPTION>
                                                                    Three Months    Three Months
                                                                   Ended 3/31/09   Ended 3/31/08
                                                                   -----------------------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                <C>             <C>
   Loss from continuing operations .............................   $(14,899,904)   $ (3,741,381)
   Loss from discontinued operations ...........................     (1,722,924)        (53,028)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
   Depreciation and amortization ...............................        293,218         130,132
   Amortization of intangibles .................................          4,557         525,800
   Amortization of debt discount and deferred financing costs ..        451,308       1,114,095
   Change in allowance for doubtful accounts ...................           --          (143,047)
   Change in fair value of derivatives .........................      4,446,327        (319,829)
   Stock based compensation ....................................           --           304,017
   Acretion of asset retirement obligation .....................            544            --
   Loss on disposal of investments .............................           --         1,662,600
   Loss on impairment of goodwill ..............................      7,281,993            --

Change in assets and liabilities, net of acquisitions
   Accounts receivable .........................................        533,272      (1,450,239)
   Allowance for doubtful accounts .............................           (817)           --
   Restricted cash .............................................           (234)       (251,056)
   Prepaid expenses ............................................         94,544         (82,522)
   Deposits ....................................................        (83,521)        (27,481)
   Inventory ...................................................           --         1,120,331
   Costs in excess of earnings .................................        (60,349)        133,312
   Deferred financing fees .....................................           --          (149,750)
   Accrued interest ............................................      1,464,290         874,131
   Accrued interest - related party ............................         46,030        (169,325)
   Billings in excess of cost ..................................        (13,576)      1,353,298
   Accounts payable and accrued expenses .......................        693,332      (2,456,354)
   Deferred income taxes .......................................           --           (59,631)
   Deferred revenue ............................................           --           366,971
   Assets and liabilities to be disposed .......................      1,548,655            --
   Assets and liabilities of discontinued operations ...........           --           (28,225)
                                                                   ------------    ------------
      Net cash provided by (used in) operating activities ......         76,745      (1,347,181)
                                                                   ------------    ------------
CASH FLOW FROM INVESTING ACTIVITIES
   Cash paid for acquisition ...................................           --           (80,000)
   Cash acquired from acquisition ..............................           --              --
   Construction in progress ....................................       (206,834)     (1,775,228)
   Investment in unconsolidated subsidiaries ...................           --              --
   Project development costs ...................................           --           (47,735)
   Additions to and acquisition of property, plant and equipment       (420,020)     (2,084,374)
                                                                   ------------    ------------
      Net cash y (used in) investing activities ................       (626,854)     (3,987,337)
                                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of line of credit .................................           --          (351,808)
   Repayment of note payable - affiliate .......................           --          (997,279)
   Proceeds from long short debt ...............................         20,000            --
   Proceeds from convertible debentures ........................        315,000            --
   Repayment of convertible debentures - related party .........        837,758            --
   Loan due to an affiliate ....................................         (2,000)           --
   Proceeds from line of credit ................................           --         8,806,636
      Cash paid to minority shareholders .......................           --          (820,827)
   Repayment of long term debt .................................        (12,973)     (1,376,470)
   Repayment of convertible debentures - affiliates ............       (609,100)           --
                                                                   ------------    ------------
      Net cash provided by  financing activities ...............        548,685       5,260,252
                                                                   ------------    ------------
   Net (decrease) in cash ......................................   $     (1,423)   $    (74,266)
   Cash at beginning of period .................................          9,704         486,993
                                                                   ------------    ------------
   Cash at end of period .......................................   $      8,281    $    412,727
                                                                   ============    ============

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

                                       7
<PAGE>
<TABLE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
   FOR THE YEAR ENDED DECEMBER 31, 2008 AND THREE MONTHS ENDED MARCH 31, 2009

<CAPTION>
                                                              Series C        Series D         Series E
                           Series A          Series B        Preferred       Preferred         Preferred
                        Preferred Stock  Preferred Stock       Stock           Stock             Stock
                          Shares  Amount   Shares  Amount  Shares  Amount  Shares  Amount    Shares   Amount
                        --------- ------ --------- ------- ------- ------- ------- ------- --------- --------
Balance at 12/31/07     1,254,244 $       151,250   $ 151      --      --  800,000  $ 800        --       --
                                  1,254
                        ========= ====== ========= ======= ======= ======= ======= ======= ========= ========
<S>                    <C>         <C>    <C>      <C>     <C>      <C>    <C>     <C>      <C>      <C>
Adjustment of                 --     --        --      --      --      --      --      --        --       --
conversion of
subsidiary minority
interest
Write-off of
derivative due to
debt restructure              --     --        --      --      --      --      --      --        --       --
Shares issued for
conversion of                 --     --        --      --      --      --      --      --        --       --
debentures
Adjustment for
transfer of entity            --     --        --      --      --      --      --      --        --       --
under common control
Stock based                   --     --        --      --      --      --      --      --        --       --
compensation
Cancellation of debt          --     --        --      --      --      --      --      --        --       --
- related party
Conversion of           (1,254,244(1,254)      --      --      --      --      --      --        --       --
minority interest
Repurchase of                 --     --        --      --      --      --      --      --        --       --
subsidiary stock
Cancellation of debt          --     --        --      --      --      --      --      --        --       --
- related party
Conversion of Series
B Preferred Stock to          --     --  (151,250)  (151)      --      --      --      --        --       --
Common
Issuance of Series B
Preferred Stock to            --     --  3,025,333  3,025      --      --      --      --        --       --
create Employee Pool
Partial Conversion of         --     --  (506,114)  (506)      --      --      --      --        --       --
Series B to Common
Conversion of debt            --     --        --      --      --      --      --      --        --       --
Common stock issued           --     --        --      --      --      --      --      --        --       --
for financing fees
Acquisition of                --     --        --      --      --      --      --      --    20,000       20
subsidiary
Priority return on
subsidiary                    --     --        --      --      --      --      --      --        --       --
Capital
Net loss                      --     --        --      --      --      --      --      --        --       --
                        --------- ------ --------- ------- ------- ------- ------- ------- --------- --------
Balance at 12/31/08           --     --  2,519,219 $ 2,519     --      --  800,000  $ 800    20,000     $ 20
                         ========= ====== ========= ======= ======= ======= ======= ======= ========= ========

Conversion of Series          --     --  (10,548)    (10)      --      --      --      --        --       --
B Preferred Stock to
Common
Shares issued for
conversion of                 --     --        --      --      --      --      --      --        --       --
debentures
Conversion of Series
D Preferred Stock to          --     --        --      --      --      --    (46)      --        --       --
Common
Net loss                      --     --        --      --      --      --      --      --        --       --
                        --------- ------ --------- ------- ------- ------- ------- ------- --------- --------
Balance at  3/31/09           --     --  2,508,671 $ 2,509     --      --  799,954  $ 800    20,000     $ 20
                        ========= ====== ========= ======= ======= ======= ======= ======= ========= ========

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

</TABLE>

                                       8
<PAGE>

<TABLE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
   FOR THE YEAR ENDED DECEMBER 31, 2008 AND THREE MONTHS ENDED MARCH 31, 2009
<CAPTION>
                                                Additional       Accumulated Total
                                                 Paid-in
                             Common Stock        Capital        Deficit    Equity
                        ----------- ---------- ------------- ----------- -----------
                          Shares      Amount        Amount      Amount      Amount
                        ----------- ---------- ------------- ----------- -----------
<S>                     <C>          <C>        <C>          <C>          <C>
Balance at 12/31/07     30,693,083   $ 30,693   $63,502,789  $(93,463,990$(29,928,303)
                        =========== ========== ============= =========== ===========
Adjustment of                   --         --       183,373          --     183,373
conversion of
subsidiary minority
interest
Write-off of
derivative due to
debt restructure                --         --     6,784,743          --   6,784,743
Shares issued for
conversion of           11,000,597     11,000       543,657          --     554,657
debentures
Adjustment for
transfer of entity              --         --      (27,800)          --    (27,800)
under common control
Stock based                850,000        850        50,550          --      51,400
compensation
Cancellation of debt            --         --       2952968          --   2,952,968
- related party
Conversion of               25,084         25         1,229          --          --
minority interest
Repurchase of                   --         --   (1,950,000)          --  (1,950,000)
subsidiary stock
Cancellation of debt            --         --       293,085          --     293,085
- related party
Conversion of Series
B Preferred Stock to     6,797,634      6,798       (6,647)          --          --
Common
Issuance of Series B
Preferred Stock to              --         --     7,215,308          --   7,218,333
create Employee Pool
Partial Conversion of   12,652,825     12,653      (12,147)          --          --
Series B to Common
Conversion of debt       6,875,000      6,875     1,093,125          --   1,100,000
Common stock issued      6,250,000      6,250     1,084,511          --   1,090,761
for financing fees
Acquisition of          20,000,760     20,000     2,065,680          --   2,085,700
subsidiary
Priority return on
subsidiary                      --         --            --    (65,001)    (65,001)
capital
Net loss                        --         --            --  (52,293,334) (52,,334)
                        ------------ --------- ------------- ----------- -----------
Balance at 12/31/08      95,144,983   $95,144   $83,774,424  $(146,432,32$(62,559,418)
                        ============ ========= ============= =========== ===========
                           263,700        264         (253)          --          --

Conversion of Series
B Preferred Stock to
Common

Manadatorily
reddemable preferred            --         --            --   (270,000)   (270,000)

Shares issued for
conversion of           114,708,558   114,709       571,891          --     686,600
debentures

Conversion of Series
D Preferred Stock to       278,781        278         (278)          --          --
Common
Net loss                        --         --            --  (16,622,829)(16,622,829)
                        ------------ --------- ------------- ----------- -----------
Balance at  3/31/09     210,396,022  $210,395   $84,345,783  $(163,325,15$(78,765,648)
                        ============ ========= ============= =========== ===========

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

</TABLE>
                                       9
<PAGE>

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

1        BASIS OF PRESENTATION

The consolidated interim financial statements included herein have been prepared
by GreenShift  Corporation ("we," "our," "us,"  "GreenShift," or the "Company"),
pursuant to the rules and regulations of the Securities and Exchange  Commission
and, in the opinion of  management,  include all  adjustments  which,  except as
described  elsewhere herein,  are of a normal recurring nature,  necessary for a
fair  presentation of the financial  position,  results of operations,  and cash
flows for the  periods  presented.  The  results  for  interim  periods  are not
necessarily  indicative of results for the entire year. The financial statements
presented  herein  should be read in connection  with the  financial  statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2008.

DIVESTITURES

Biofuel Industries Group, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").

The Company's  ownership of BIG is subject to rescission in the event that:  (a)
the BIG  Loans  are not  timely  serviced  and  kept in good  standing,  (b) the
Guaranty Payments,  to the extent due, are not timely made, and (c) if the Class
A Redemption payments are not made to the extent that they are due. In addition,
BIG's agreements with its senior creditor,  Citizens Bank, require Citizens Bank
to provide its written consent to change of control transactions.  Citizens Bank
had  previously  consented to the change of control of BIG on the condition that
the  Company  closed  on its  prior  financing  agreements  with  CleanBioenergy
Partners,  LLC (see Note 12,  Commitments  and  Contingencies).  This  financing
failed to close as expected in March 2009 despite the Company's  compliance with
the relevant agreements,  and Citizens Bank consequently withdrew its consent to
the change of control of BIG. The Company subsequently entered into negotiations
in April 2009 to restructure the terms of the BIG acquisition, however, a notice
of default of the  Exchange  Agreement  was declared on May 14, 2009 in order to
maintain  compliance with BIG's loan  agreements  with Citizens Bank.  While the
Company is actively  pursuing debt and equity capital to subsidize the expansion
of the Adrian refinery,  the Company does not intend to restructure the original
acquisition transaction at this time. Instead, the Company intends to facilitate
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the quarter ended June 30, 2009 due to changed market circumstances.

The Company may  consider  acquiring  an equity stake in BIG in the future if it
successfully  raises  sufficient  capital  to expand the  Adrian  refinery.  The
divestiture  of BIG has not been completed as of the filing date of this report,
however,  the  financial  results  of this  subsidiary  have been  presented  as
discontinued operations as and for the quarter ended March 31, 2009 (see Note 6,
Discontinued Operations).

Sustainable Systems, Inc.

On March 26, 2007, the Company's subsidiary, GS AgriFuels Corporation, purchased
the remaining 85% of the outstanding capital stock of Sustainable Systems,  Inc.
(GS AgriFuels had previously purchased 15% of the capital stock of Sustainable).
During the quarter  ended March 31,  2009,  the Company  filed suit  against the
selling shareholders of Sustainable for fraud,  tortious interference and breach
of  contract  relating  to the  completion  of this  acquisition  (see  Note 12,
Commitments  and  Contingencies).  On September  30, 2008,  the Company and Paul
Miller,  a former  shareholder  of  Sustainable  and the  current  President  of
Sustainable,  entered into a Mutual  Consent and Release  Agreement in which Mr.
Miller agreed to cancel all payment  obligations and waived all amounts that may
have payable by GS AgriFuels under the Sustainable acquisition agreements.

On April 27, 2009,  Sustainable Systems, LLC entered into a settlement agreement
with the states of Montana and North Dakota  pertaining to outstanding  payments
due for  purchase of  oilseeds  during  2008 that were  contracted  at rates far
greater than current oilseed values.  Sustainable had previously negotiated with
two separate banks to receive  working capital  financing  sufficient to service
these  obligations.  Neither  bank  was  able  to  close  due to  strain  in the
prevailing  commodity and financial  markets.  Sustainable has accordingly idled
its operations and voluntarily surrendered its commodity license to the state of
Montana   Department  of  Agriculture   pending   liquidation  of  Sustainable's
inventories  to satisfy  the  oilseed  payables.  Sustainable  is  permitted  to

                                       10
<PAGE>

reacquire  its  commodity  license upon the  completion  of  sufficient  working
capital  and equity  financing  to operate.  The  liquidation  of  Sustainable's
inventory  is ongoing and is expected to be complete  during the second  quarter
2009.

While the Company is actively  pursuing  strategic  investment  to replenish the
working capital  resources of Sustainable,  the Company intends to divest of the
majority,  and probably all, of its equity  holdings in  Sustainable  during the
second quarter 2009. The divestiture of Sustainable has not been completed as of
the  filing  date  of  this  report,  however,  the  financial  results  of this
subsidiary have been presented as discontinued operations as and for the quarter
ended March 31, 2009 (see Note 6, Discontinued Operations).

2        NATURE OF OPERATIONS

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

We  currently  own four  corn oil  extraction  facilities  that are  located  in
Oshkosh,  Wisconsin,  Medina, New York, Marion,  Indiana, and Riga, Michigan. We
have also installed one facility in Albion, Michigan under a modified version of
our market  offering where our client paid us to build the extraction  facility.
We have the long-term right (10 years or more) to buy the oil extracted from the
Albion facility but the client retains ownership of the extraction assets and is
paid a higher price for the corn oil extracted than we pay to our other clients.
These  facilities  collectively are designed to extract in excess of 7.3 million
gallons  per  year,  of  which  more  than of 6.0  million  gallons  per year is
currently installed.. We are currently focused on securing the capital resources
we need to operate our existing  facilities and to build our contracted  backlog
of corn oil extraction facilities.

During the three months ended March 31, 2009, we also owned a 10 million  gallon
per year  biodiesel  facility in Adrian,  Michigan  ("BIG") and an oilseed crush
facility in Culbertson, Montana ("Sustainable"). These two facilities were idled
during the first  quarter  2009 due to a lack of working  capital.  The  Company
expects to divest both BIG and  Sustainable  during the quarter  ending June 30,
2009.  The  financial  results  of these  subsidiaries  have been  presented  as
discontinued operations as and for the quarter ended March 31, 2009 (see Note 6,
Discontinued Operations).

The Company's  speciality  equipment  manufacturing  operations  were also idled
during the first  quarter of 2009.  The  Company  intends to  liquidate  certain
assets of this  operation  during the second quarter of 2009 but will scale this
operation as needed to fulfill the Company's growth needs as it builds, installs
and maintains its various corn oil extraction facilities.

SEGMENT DESCRIPTIONS

The  Company's  operations  during the three  months  ended  March 31,  2009 are
classified  into three  reportable  business  segments:  Equipment &  Technology
Sales,  Culinary Oil Production & Sales and Biofuel  Production & Sales. Each of
these  segments  is  organized  based upon the nature of products  and  services
offered. The Company's remaining operations are aggregated and classified herein
as Corporate.

The Company's  ongoing  restructuring  activities  are expected to result in the
discontinuance  of  operations  in the Culinary Oil  Production & Sales  segment
during the quarter ended June 30, 2009. The Company  expects to divest its stake
in BIG and Sustainable during the quarter ended June 30, 2009. The Company sells
its corn oil as a  feedstock  for  biofuel  production  or for  direct  use as a
biofuel,  therefore,  the Company's  continuing  corn oil  production  and sales
activities  will continue to be recorded in the Company's  Biofuel  Production &
Sales  segment.  The Company  expects that it will  operate  within two segments
effective April 1, 2009:  Equipment & Technology Sales and Biofuel  Production &
Sales. For comparative  purposes,  the financial  results of BIG and Sustainable
have been  presented as  discontinued  operations  as and for the quarter  ended
March 31, 2009 (see Note 6, Discontinued Operations).

3        GOING CONCERN

The Company had a working  capital  deficit of  $83,678,726  at March 31,  2009,
which includes convertible  debentures of $24,521,796,  accrued interest payable
of  $8,293,259,  related  party  debt  of  $20,000,  related  party  convertible
debentures of $1,367,148,  derivative  liabilities of $8,316,098,  $3,979,437 in
purchase  obligations,  and $4,821,738 in amounts due to the prior owners of our
oilseed crush  facility.  The  Company's  working  capital  deficit net of these
amounts is $32,359,250.

                                       11
<PAGE>

Despite  their  classification  as  current  liabilities,   current  convertible
debentures and accrued  interest  ($32,589,314)  are not  serviceable out of the
Company's  cash flows (the terms of the  convertible  debt require  repayment in
shares of either  GreenShift  Corporation  or GS  AgriFuels  Corporation  common
stock).

The  derivative  liabilities  ($8,316,098)  are a non-cash  accounting  entry to
account  for the  effect of  derivative  securities  embedded  in the  Company's
convertible debentures.

The  purchase  obligations  ($3,979,437),  to the  extent  due,  are tied to the
earnings of the  Company's  equipment  sales  business  and can only be serviced
after the Company's senior secured debt has been serviced.

The amounts due to the prior owners of our oilseed crush  facility  ($4,821,738)
pursuant to acquisition agreements that are now in default due to the failure by
the selling  shareholders to disclose that Sustainable did not hold title to its
now-owned  Culbertson,  Montana  oilseed  crushing  facility  at the time of the
acquisition by GS AgriFuels.

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

4        SIGNIFICANT ACCOUNTING POLICIES

MINORITY INTEREST

On January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling  Interests
in Consolidated Financial  Statements--an  amendment of ARB No. 51," (SFAS 160).
SFAS 160 amends  Accounting  Research Bulletin No. 51,  "Consolidated  Financial
Statements,"   to  establish   accounting   and  reporting   standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary. This standard defines a noncontrolling interest, previously called a
minority  interest,  as the portion of equity in a subsidiary not  attributable,
directly or indirectly,  to a parent. SFAS 160 requires, among other items, that
a noncontrolling interest be included in the consolidated statement of financial
position  within equity  separate  from the parent's  equity;  consolidated  net
income  to  be  reported  at  amounts   inclusive   of  both  the  parent's  and
noncontrolling  interest's shares and,  separately,  the amounts of consolidated
net income  attributable  to the parent and  noncontrolling  interest all on the
consolidated statement of operations; and if a subsidiary is deconsolidated, any
retained  noncontrolling  equity investment in the former subsidiary be measured
at fair value and a gain or loss be  recognized in net income based on such fair
value.  Additionally,  SFAS 160 defines a noncontrolling interest as a financial
instrument  issued  by  a  subsidiary  that  is  classified  as  equity  in  the
subsidiary's financial statements. A financial instrument issued by a subsidiary
that is classified as a liability in the subsidiary's financial statements based
on the guidance in other standards is not a controlling  interest  because it is
not an ownership interest.  Based on this definition of noncontrolling  interest
the Company  presented its previously  reported  minority  interest as a current
liability in the accompanying  balance sheets. The presentation  requirements of
SFAS 160 were applied retrospectively.  Other than the change in presentation of
noncontrolling  interests,  the  adoption  of  SFAS  160  had no  impact  on the
Financial Statements.

FAIR VALUE INSTRUMENTS

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

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

                                       12
<PAGE>

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

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

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

The  following  table  presents  the embedded  derivative,  the  Company's  only
financial   assets  measured  and  recorded  at  fair  value  on  the  Company's
Consolidated Balance Sheets on a recurring basis and their level within the fair
value hierarchy during the three months ended March 31, 2009 and 2008:
<TABLE>
<CAPTION>

                                                                              Fair Value
------------------------------------------------------------------------------------------------------------------
As of March 31, 2009                                   Level 1         Level 2         Level 3          Total
------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>          <C>             <C>
Embedded derivative liabilities                     $       --     $        --  $    8,316,098  $        8,316,098

The following table reconciles, for the period ended March 31, 2009, the
beginning and ending balances for financial instruments that are recognized at
fair value in the consolidated financial statements:

Balance of Embedded derivative at December 31, 2007                                              $       6,704,831
Write off due to restructured terms                                                                    (6,784,743)
Fair Value of warrants and conversion feature of the debenture at issuance                               2,577,479
Gain on fair value adjustments to embedded derivatives                                                   1,372,204
                                                                                                 -----------------
Balance of Embedded derivative at December 31, 2008                                                      3,869,771
 Loss on fair value adjustments to embedded derivatives                                                  4,446,327
                                                                                                 -----------------
Balance at March 31, 2009                                                                        $       8,316,098
                                                                                                 =================
</TABLE>

The valuation of the derivatives are calculated using a complex binomial pricing
model that is based on changes in the volatility of our shares, our stock price,
the probability of a reduction in exercise and conversion price, and the time to
conversion of the related financial instruments.

5        STOCKHOLDERS' EQUITY

SERIES E PREFERRED STOCK

On May 15, 2008,  the Company issued 20,000 shares of the Company's new Series E
Preferred  Stock  (the  "Series  E  Shares")  to  the  BIG   shareholders   (21,
Acquisition, below), which shares are convertible at a fixed rate of 1 preferred
share to 1,000 common shares into a total of 20,000,000 shares of Company common
stock;  provided,  however,  that the Series E Shares shall be convertible  into
Company common shares in proportion to the Company's  earnings before  interest,
taxes,  depreciation  and  amortization  and  non-cash and  non-recurring  items
("EBITDA") and will be fully  convertible into 20,000,000 common shares on a pro
rated  basis as the  Company  achieves  $50,000,000  in EBITDA  during  one year
period.  The holders  would be entitled to cumulative  dividend  rights equal to
that of 1,000 common  shareholders  upon the  declaration of dividends on common
stock,  and have voting  privileges  of one vote to every one common  share.  At
March 31,  2009 and 2008,  there were  20,000 and 0 shares of Series E Preferred
Stock, respectively,  issued and outstanding. All shares of Company stock issued
to the BIG  shareholders  are  expected to be returned as part of the  Company's
divestiture of BIG.

COMMON STOCK

From time to time  during the three  months  ended March 31,  2009,  the Company
issued a total of 13,780,051 common shares to YA Global Investments, LP upon its
conversion  of debt in the  amount  of  $127,600;  62,644,305  common  shares to
Minority  Interest  Fund  (II),  LLC upon its  conversion  debt in the amount of
$439,000; 38,284,202 common shares to RAKJ Holdings, Inc. upon its conversion of
debt in the amount of $120,000;  and,  263,700 common shares were converted from
Series B Preferred Stock for an employee of the Company.


                                       13
<PAGE>

6         DISCONTINUED OPERATIONS

BIOFUEL INDUSTRIES GROUP, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").

The Company's  ownership of BIG is subject to rescission in the event that:  (a)
the BIG  Loans  are not  timely  serviced  and  kept in good  standing,  (b) the
Guaranty Payments,  to the extent due, are not timely made, and (c) if the Class
A Redemption payments are not made to the extent that they are due. In addition,
BIG's agreements with its senior creditor,  Citizens Bank, require Citizens Bank
to provide its written consent to change of control transactions.  Citizens Bank
had  previously  consented to the change of control of BIG on the condition that
the  Company  closed  on its  prior  financing  agreements  with  CleanBioenergy
Partners,  LLC (see Note 12,  Commitments  and  Contingencies).  This  financing
failed to close as expected in March 2009 despite the Company's  compliance with
the relevant agreements,  and Citizens Bank consequently withdrew its consent to
the change of control of BIG. The Company subsequently entered into negotiations
in April 2009 to restructure the terms of the BIG acquisition, however, a notice
of default of the  Exchange  Agreement  was declared on May 14, 2009 in order to
maintain  compliance with BIG's loan  agreements  with Citizens Bank.  While the
Company is actively  pursuing debt and equity capital to subsidize the expansion
of the Adrian refinery,  the Company does not intend to restructure the original
acquisition transaction at this time. Instead, the Company intends to facilitate
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the quarter ended June 30, 2009 due to changed market circumstances.

The Company may  consider  acquiring  an equity stake in BIG in the future if it
successfully  raises  sufficient  capital  to expand the  Adrian  refinery.  The
divestiture  of BIG has not been completed as of the filing date of this report,
however,  the  financial  results  of this  subsidiary  have been  presented  as
discontinued  operations as and for the quarter ended March 31, 2009. During the
three  months  ended March 31,  2009,  the Company  recorded  an  impairment  of
goodwill in the amount of $7,281,993 related to the BIG acquisition.

The components of discontinued operations relating to the planned divestiture of
BIG are as follows:
<TABLE>
<CAPTION>
                                                                             3/31/2009          3/31/2008
                                                                       ----------------------------------
<S>                                                                    <C>                <C>
Current assets                                                         $       522,376    $     1,006,362
Other assets                                                                        --            233,816
Property and equipment                                                      12,532,479         12,761,877
                                                                       ---------------    ---------------
Total assets                                                                13,532,479         14,002,055

Accounts payble                                                              2,712,954          2,490,604
Line of credit                                                                 745,235            745,235
Other current liabilities                                                      263,950            290,778
Long term debt                                                               8,759,491          8,760,853
Mandatorily redeemable equity                                               10,710,000         10,440,000
                                                                       ---------------    ---------------
Total liabilities                                                      $    23,1919,630   $    22,727,470

                                                                                  Three month ended
                                                                            3/31/2009          3/31/2008
                                                                       ----------------------------------
Revenues                                                                $      271,668                 --
(Loss) income before provision for income taxes                         $   (1,164,411)   $            --


</TABLE>

SUSTAINABLE SYSTEMS, INC.

On March 26, 2007, the Company's subsidiary, GS AgriFuels Corporation, purchased
the remaining 85% of the outstanding capital stock of Sustainable Systems,  Inc.
(GS AgriFuels had previously purchased 15% of the capital stock of Sustainable).
During the quarter  ended March 31,  2009,  the Company  filed suit  against the
selling shareholders of Sustainable for fraud,  tortious interference and breach
of  contract  relating  to the  completion  of this  acquisition  (see  Note 12,

                                       14
<PAGE>

Commitments  and  Contingencies).  On September  30, 2008,  the Company and Paul
Miller,  a former  shareholder  of  Sustainable  and the  current  President  of
Sustainable,  entered into a Mutual  Consent and Release  Agreement in which Mr.
Miller agreed to cancel all payment  obligations and waived all amounts that may
have payable by GS AgriFuels under the Sustainable acquisition agreements.

On April 27, 2009,  Sustainable Systems, LLC entered into a settlement agreement
with the states of Montana and North Dakota  pertaining to outstanding  payments
due for  purchase of  oilseeds  during  2008 that were  contracted  at rates far
greater than current oilseed values.  Sustainable had previously negotiated with
two separate banks to receive  working capital  financing  sufficient to service
these  obligations.  Neither  bank  was  able  to  close  due to  strain  in the
prevailing  commodity and financial  markets.  Sustainable has accordingly idled
its operations and voluntarily surrendered its commodity license to the state of
Montana   Department  of  Agriculture   pending   liquidation  of  Sustainable's
inventories  to satisfy  the  oilseed  payables.  Sustainable  is  permitted  to
reacquire  its  commodity  license upon the  completion  of  sufficient  working
capital  and equity  financing  to operate.  The  liquidation  of  Sustainable's
inventory  is ongoing and is expected to be complete  during the second  quarter
2009.

While the Company is actively  pursuing  strategic  investment  to replenish the
working capital  resources of Sustainable,  the Company intends to divest of the
majority,  and probably all, of its equity  holdings in  Sustainable  during the
second quarter 2009. The divestiture of Sustainable has not been completed as of
the  filing  date  of  this  report,  however,  the  financial  results  of this
subsidiary have been presented as discontinued operations as and for the quarter
ended March 31, 2009.
<TABLE>

The components of discontinued operations relating to the planned divestiture of
Sustainable are as follows:
<CAPTION>

The components of discontinued operations relating to the planned divestiture of
 Sustainable are as follows:
                                                                             3/31/2009          3/31/2008
                                                                       ----------------------------------
<S>                                                                    <C>                <C>
Inventory                                                              $     1,023,283          1,558,018
Other current assets
                                                                               859,776            693,483
Property and equipment                                                       1,394,708          1,425,282
Construction in progress                                                     1,481,459          1,481,459
Other assets                                                                        --             46,712
                                                                       ---------------   ----------------

Total assets                                                                 4,759,226          5,204,954

Accounts Payable                                                             2,987,117          3,195,346
Notes payable, current                                                       1,515,969          1,477,422
Other current liabilities                                                      529,207            219,543
Notes payable, long term                                                     1,017,645          1,068,797
                                                                       ---------------  -----------------
Total liabilities                                                      $     6,049,937          5,961,108

                                                                                 Three months ended
                                                                             3/31/2009          3/31/2008
                                                                       ----------------------------------
Revenues                                                               $       851,898    $     3,659,954
(Loss) income before provision for income taxes                        $     (558,513)    $      (53,028)
                                                                       ===============    ===============
</TABLE>
7         LINES OF CREDIT

Revolving Line of Credit for Construction of Corn Oil Extraction Facilities

On January 25, 2008,  GS COES  (Yorkville  I), LLC, a subsidiary of the Company,
closed  on the  terms of a  Credit  Agreement  with YA  Global  Investments,  LP
("YAGI").  On July 1,  2008,  the  Credit  Agreement  was  amended to extend the
commencement  of  payments  to  YAGI  to  October  1,  2008  and to  extend  all
performance  timelines to December 31,  2008.  On December 11, 2008,  the Credit
Agreement  was  amended to extend the  maturity  date to January  31,  2011,  to
increase the revolving  availability  to  $13,750,000,  and to  restructure  the
repayment  provisions such that amounts  advanced by YAGI would be repaid on the
closing of  financing  from  CleanBioenergy  Partners,  LLC, an  affiliate of GE
Energy  Financial  Services.  The Credit Agreement was issued for the purpose of
constructing  and  installing  corn  oil  extraction  facilities  based  on  the
Company's patented and patent-pending  corn oil extraction  technologies.  While
the revolving availability under the line of credit was increased to $13,750,000
in the December 11, 2008 amendment,  and the Company was otherwise in compliance
with the  amended  terms,  the  Company  was  unable  to access  the  additional
availability.  The balance on the line of credit was  $10,000,000 as of December
31,  2008,  interest is accruing at the rate of 20% per annum,  and the line and
accrued  interest  is  payable at the  maturity  date.  The  December  11,  2008
amendment also added a term allowing YAGI to convert interest and principal into
common  stock of the  Company at a  conversion  price equal to the lesser of (a)
$1.25 or (b) 90% of the  lowest  daily  volume  weighted  average  price for the
twenty  trading  days  preceding   conversion.   The  Company  is  currently  in
discussions   with  YAGI  to   restructure   this  line  of  credit   since  the
CleanBioenergy  financing  failed to close as expected (see Note 17,  Subsequent
Events).

                                       15
<PAGE>

To induce YAGI's entry into the Credit  Agreement and in consideration of YAGI's
execution of the Restructuring Agreement described below, the Company issued six
million shares of its common stock to YAGI valued at $1,080,000.  In conjunction
with the  financing GS COES paid  structuring  fees of  $210,000,  legal fees of
$150,000,  monitoring fees of $175,000, due diligence fees of $35,000 as well as
prepaid  interest  of  $250,000.  The  balance of  deferred  financing  fees was
$291,206 at March 31, 2009 after recording  $95,590 in amortization of financing
fees for three months ending at March 31, 2009.

8        FINANCING ARRANGEMENTS
<TABLE>

The following is a summary of the Company's  financing  arrangements as of March
31, 2009:
<CAPTION>
Current portion of notes payable:                                                         3/31/2009
                                                                                  -----------------
<S>                                                                               <C>
Note payable from NextGen Acquisition to Stillwater                               $       2,071,886
Purchase obligations from NextGen Acquisition to NextGen sellers                          3,979,437
Purchase obligations from GS AgriFuels to Sustainable Systems sellers                     1,017,451
Asset retirement obligation, current                                                            277
Vehicle loans and other short term borrowings                                                46,024
Mortgages and other term notes                                                               63,416
Current portion of notes payable from GreenShift to Bollheimer                              320,000
Current portion of notes payable from GS CleanTech                                          150,000
Current portion of convertible notes payable from GS CleanTech                            1,734,579
                                                                                  -----------------
     Total current portion of notes payable                                       $       9,383,070
                                                                                  =================
Long-term notes payable, net of current maturities:
Mortgages and other term notes                                                    $         373,931
     Total long term notes payable, net of current maturities                     $         373,931
                                                                                  =================
Asset retirement obligation:
Asset retirement obligation                                                       $         247,729
                                                                                  =================
Current portion of convertible debentures:
Convertible debenture payable from GS AgriFuels to YAGI                           $       1,949,631
Convertible debenture payable from GS AgriFuels to YAGI                                   5,500,000
Convertible debenture payable from GS AgriFuels to YAGI                                  12,860,000
Note discounts                                                                            (272,122)
Convertible debenture payable from GreenShift  to RAKJ Holdings                             195,000
Convertible debenture payable from GreenShift  to Acutus                                    485,000
Convertible debenture payable from GS AgriFuels to Sustainable Systems                    1,902,140
sellers
Convertible debenture payable from GS AgriFuels to Sustainable Systems sellers            1,902,147
                                                                                  -----------------

     Total current portion of convertible debentures                              $      24,521,796
                                                                                  =================
 Long-term convertible debentures, net of current maturities:
Convertible debenture payable from GreenShift to YAGI                             $       2,084,986
Convertible debenture payable from GreenShift to YAGI                                       175,915
Convertible debenture payable from GreenShift to YAGI                                     1,224,063
Convertible debenture payable from GreenShift to YAGI                                     2,789,278
Convertible debenture payable from GreenShift to YAGI                                     1,950,000
                                                                                  -----------------
     Total long-term portion of convertible debentures                            $       8,224,241
                                                                                  =================
</TABLE>
The convertible debentures noted above are convertible into the common stock of
the following companies:

GreenShift Corporation                             $        8,904,241
GS AgriFuels Corporation                                   24,113,918
                                                   ------------------
     Total                                         $       32,823,159
                                                   ==================

The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service  requirements  (net of note discounts)
of as of March 31, 2009 and the Company's ability to meet such obligations:

Year                                                   Amount
--------------------------------------------------------------------
2009                                              $       33,709,866
2010                                                         241,228
2011                                                       8,249,014
2012                                                         377,250
2013 and thereafter                                          173,410
                                                  ------------------
Total minimum payments due under current and
long term obligations                             $       42,750,768
                                                  ==================

                                       16
<PAGE>
9         DEBT AND PURCHASE OBLIGATIONS

OTHER CONVERTIBLE DEBENTURES

During  the year  ended  December  31,  2008,  the  Company  issued  convertible
debentures  to Acutus  Capital,  LLC  ("Acutus")  in the amounts of $250,000 and
$235,000, respectively. The convertible debentures to Acutus shall bear interest
at a rate of 20% per year and mature on December 31, 2008 and February 15, 2009,
respectively.  Acutus is entitled to convert the accrued  interest and principal
of the  convertible  debenture  into common stock of the Company at a conversion
price equal to $1.25 per share. As of March 31, 2009, the Company was in default
on the Acutus  debenture.  For the three months ending March 31, 2009,  interest
expense of $23,918 for these obligations was incurred.  The principal balance of
these notes at March 31, 2009 was $485,000.

During the year ended  December 31, 2008,  the Company  entered into amended and
restated  convertible  debentures  with MIF that total  $1,319,783.  This amount
includes the $410,930 in notes payable that MIF purchased from Viridis, $757,853
in  convertible  debt  that  were  purchased  from  Candent,   and  $500,000  in
convertible  debt  that  was  purchased  from  Acutus  Capital,  as  well  as an
additional  $151,000 in new convertible  debt that MIF purchased during December
2008.  The total  convertible  debentures  due to MIF were  reduced by  $432,932
during the year ended  December  31, 2008,  after MIF  purchased  the  debenture
payable to the Company from EcoSystem  Corporation by reducing the amount of the
convertible  debt the  Company  owed to MIF.  $500,000 of the  convertible  debt
issued to MIF bears interest at a rate of 20% and the balance of the convertible
debentures  shall bear interest at 12% per year and mature on December 31, 2010.
MIF is  entitled  to convert  the  accrued  interest  and  principal  of the MIF
convertible  debenture  into common stock of the Company at a  conversion  price
equal to the lesser of (a) $1.25 per share or (b) 90% of the lowest daily volume
weighted average price for the twenty trading days preceding conversion.  During
the three  months ended March 31, 2009,  MIF funded an  additional  $609,100 and
converted  $439,100  on the  amount  due into  Company  common  stock,  and sold
$315,000 of the principal  amount due to MIF to RAKJ  Holdings,  Inc.  ("RAKJ").
Interest  expense of $42,001  for these  obligations  was  accrued for the three
months  ended  March 31,  2009.  The  amount  due to MIF at March  31,  2009 was
$1,241,951.

The  convertible  debt  purchased by RAKJ bears  interest at the rate of 12% per
year and matures on December 31,  2010.  RAKJ is entitled to convert the accrued
interest and  principal of the  convertible  debenture  into common stock of the
Company at a conversion  price equal to the lesser of (a) $1.25 per share or (b)
50% of the lowest  daily  volume  weighted  average  closing  price for the five
trading days  preceding  conversion.  During the three  months  ending March 31,
2009,  RAKJ converted  $120,000 on this  debenture.  For the three months ending
March 31, 2009,  interest expense of $4,029 for these  obligations was incurred.
The principal balance of these notes at March 31, 2009 was $195,000 and $0 as of
May 18, 2008.

On September  4, 2008,  the  Company's  subsidiary,  GS  CleanTech  Corporation,
entered into a series of convertible notes totaling $1,734,579.  The notes shall
bear  interest  at a rate  15% per  annum  and  mature  on  December  31,  2010.
Commencing on February 1, 2009,  payments are due at a rate equal to the greater
of the interest  accrued on the unpaid principal or $100,000 times the principal
amount divided by $3,000,000.  Beginning July 1, 2009, payments are due based on
an eighteen month amortization,  with all principal and accrued interest paid on
or  before  December  31,  2010.  The notes are  convertible  into  shares of GS
CleanTech subsidiary preferred stock (par $0.001) at the closing by GS CleanTech
of a planned  Preferred  Stock Financing at a 15% discount to the final terms of
any such  Preferred  Stock  Financing.  If any portion of the note is prepaid in
cash, GS CleanTech shall pay a 10% redemption premium at the time of redemption.
If the Preferred  Stock  Financing  does not close on or before January 1, 2009,
the interest and  redemption  premium will increase to 20%. For the three months
ending March 31, 2009,  interest  expense of $278,345 for these  obligations was
incurred. The balance of the loans was $1,734,579 as of March 31, 2009.

10        ASSET RETIREMENT OBLIGATION

Pursuant to SFAS 143, Accounting for Asset Retirement  Obligations,  the Company
has recognized the fair value of the asset retirement obligation for the removal
of its COES systems.  The present value of the estimated asset  retirement costs
has been  capitalized as part of the carrying  amount of the related  long-lived
assets.  The  liability  has been  accreted to its present value as of March 31,
2009, and the capitalized cost approximated $235,000. The Company has recognized
$869 due to accretion from the acquisition  dates.  The Company has determined a
range of abandonment  dates between  December 2018 and December 2019 and a total
salvage value of $250,000 per system. The following represents the amount of the
retirement  obligation  at the  beginning  and the three months ending March 31,
2009:

                                       17
<PAGE>

         Beginning balance at January 1, 2008                 $      60,099
         Liabilities incurred during the period                     187,038
         Liabilities settled during the period                           --
         Accretion of interest                                          623
                                                              -------------
         Ending balance at December 31, 2008                        247,760
         Liabilities incurred during the period                          --
         Liabilities settled during the period                           --
         Accretion of interest                                          246
                                                              -------------
         Ending balance at March 31, 2009                     $     248,006
                                                              =============

11        EMBEDDED DERIVATIVES

In accordance  with SFAS No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion features associated with the convertible debentures held by YA Global
Investments,  LP ("YAGI") are variable and contained an embedded derivative that
required  bifurcation  from their host  contracts.  The Company  recognized  the
embedded  derivatives as a liability at the date the debentures  related to YAGI
were issued.

During the three  months  ended March 31, 2009 and 2008,  the change in the fair
value of the  derivative  resulted in a loss of $4,446,327  and non-cash gain of
$319,829,  respectively.  Amortization of the debt discount totaled $352,054 and
$742,313  for the three months  ended March 31, 2009 and 2008.  The  derivatives
were marked to fair market value as of the date of the restructure,  January 11,
2008.  The  change in value was  recorded  as income  and the fair  value of the
derivative was reclassified  against additional paid in capital. As of March 31,
2009 and 2008, the fair value of the derivative  liabilities  was $8,316,098 and
$3,869,771.

12       COMMITMENTS AND CONTINGENCIES

The Company's subsidiaries,  GS AgriFuels Corporation and NextGen Fuel, Inc. are
party to the matter entitled  O'Brien & Gere Limited,  et al v. NextGen Chemical
Processors,  Inc.,  et al.,  which action was filed in the Supreme  Court of the
State of New York. The verified  complaint had sought performance of and damages
relating to certain  service and related  agreements,  plus  attorney's fees and
costs. This matter relates to the provision by plaintiffs of certain engineering
services to NextGen Chemical Processors,  Inc. ("NCP") during 2005 and 2006. NCP
is owned by the former  shareholders of the NextGen Fuel, Inc.,  subsidiary.  On
September  19,  2007,  the  Supreme  Court of the State of New York  dismissed a
significant  portion of O'Brien & Gere's  complaint with  prejudice.  Management
does not believe  that there is a  reasonable  possibility  that the claims made
against  NextGen  Fuel by the  plaintiffs  in this  litigation  indicate  that a
material  loss  has  occurred.  Accordingly,  an  estimate  of  loss  cannot  be
determined  at this time and  therefore,  no accrual has been made in connection
with those claims.

The  Company's  GS  AgriFuels  subsidiary  is party to the  matter  entitled  GS
AgriFuels  Corporation  v.  Chaykin,  et al. The action was filed in the Supreme
Court of the State of New York,  County of New York,  on February  2, 2009.  The
Complaint seeks damages for defendants' fraudulent misrepresentations,  tortious
interference,  breach of acquisition agreements and related claims. GS AgriFuels
initiated  this  litigation  and intends to prosecute the case  vigorously.  The
defendants  filed a  separate  action  entitled  Max,  et al.  v.  GS  AgriFuels
Corporation,  et al. in response to GS AgriFuels'  Complaint.  The case was only
recently  commenced and  Management is unable to evaluate the  probability of an
unfavorable  outcome at this time.  Accordingly,  an  estimate of loss cannot be
determined  at this time and  therefore,  no accrual has been made in connection
with this contingency.

On December 11, 2008, GreenShift  Corporation entered into a Membership Interest
Purchase and Equity Capital Contribution  Agreement (the "ECAA Agreement").  The
parties to the  agreement  included  GS COES  (Adrian  I),  LLC, a newly  formed
GreenShift  subsidiary,  BIG, GS (NextDiesel I), LLC, a newly formed  GreenShift
subsidiary and CleanBioenergy  Partners, LLC ("CleanBioenergy"),  a newly formed
joint venture company owned by a subsidiary of GE Energy Financial Services ("GE
EFS"),  a  unit  General   Electric  Company  and  a  subsidiary  of  YA  Global
Investments,  L.P. Under the terms of the ECCA Agreement,  CleanBioenergy agreed
to invest up to $38  million in GS  NextDiesel  to help  deploy  twelve corn oil
extraction  facilities  and to double the  capacity of  GreenShift's  10 million
gallon per year  Adrian,  Michigan-based  NextDiesel  biodiesel  refinery  to 20
million gallons per year. The ECCA Agreement was terminated in the first quarter
of 2009. The NextDiesel biodiesel refinery is owned by Biofuel Industries Group,
LLC ("BIG"),  BIG's agreements with its senior creditor,  Citizens Bank, require
Citizens Bank to provide its written consent to change of control  transactions.
Citizens  Bank had  previously  consented to the change of control of BIG on the
condition  that the  Company  closed  on its  prior  financing  agreements  with
CleanBioenergy.  This  financing  failed to close as  expected in March 2009 and
Citizens Bank consequently withdrew its consent to the change of control of BIG.

                                       18
<PAGE>

The Company  subsequently entered into negotiations in April 2009 to restructure
the terms of the BIG acquisition,  however,  a notice of default of the Exchange
Agreement  was  declared on May 14, 2009 in order to  maintain  compliance  with
BIG's loan agreements with Citizens Bank. While the Company is actively pursuing
debt and equity capital to subsidize the expansion of the Adrian  refinery,  the
Company does not intend to restructure the original  acquisition  transaction at
this time. Instead, the Company intends to facilitate rescission of the original
acquisition transaction and the divestiture of BIG during the quarter ended June
30, 2009 due to changed market circumstances. The Company may consider acquiring
an  equity  stake in BIG in the  future  if it  successfully  raises  sufficient
capital to expand the Adrian refinery.

As of March 31,  2009,  the  Company was in default of its debt  agreement  with
Acutus  Capital,  LLC,  and  NextGen  Acquisition,  Inc,  was in  default of its
agreements  with  Stillwater  Asset Backed Fund,  LP. As of March 31, 2009,  the
Company  is in default  of  payments  owed  under the  purchase  agreement  with
Bollheimer Associates in the amount of $240,000,  and is in discussions with the
selling  shareholder to  restructure  the terms of the relevant  agreement.  The
Company  and  its  subsidiaries  are  party  to  numerous   collections  matters
pertaining to outstanding accounts payable due to vendors.

Under the Company's  insurance  programs,  coverage is obtained for catastrophic
exposures,  as well as those risks  required  to be insured by law or  contract.
There is a $2,500  deductible  per  occurrence  for  environmental  impairments.
Environmental  liability  insurance is carried with policy  limits of $1,000,000
per occurrence and $2,000,000 aggregate.

The Company is also involved in various collection matters for which vendors are
seeking  payment for services  rendered  and goods  provided.  These  collection
matters total $2,096,000.

13       GUARANTY AGREEMENT

Both Viridis Capital, LLC ("Viridis"),  the majority shareholder of the Company,
and its sole member,  Kevin Kreisler,  the Company's  chairman,  have guaranteed
nearly all of the Company's senior debt (in the outstanding  amount of about $48
million),  and Viridis has  pledged all of its assets,  including  its shares of
Company Series D Preferred  Stock,  to YA Global  Investments,  LP ("YAGI"),  to
secure the repayment by the Company of its obligations to YAGI.

14       SEGMENT INFORMATION

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

The  Company's  operations  during the fiscal  quarter  ended March 31, 2009 are
classified into three reportable business segments:  Biofuel Production & Sales,
Culinary Oil Production & Sales, and Equipment & Technology Sales. Each of these
segments is organized  based upon the nature of products  and services  offered.
The Company's  remaining  operations are  aggregated  and  classified  herein as
Corporate.
<TABLE>

Summarized financial information about each segment is provided below:
<CAPTION>
Three Months                                     Equipment &        Culinary Oil            Biofuel
Ended 3/31/09                   Corporate   Technology Sales  Production & Sales Production & Sales          Total
------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                 <C>                 <C>                <C>
Total revenue              $          --  $          231,324  $               --  $         624,334  $     855,658
Cost of revenue                       --             648,961                  --            506,763      1,155,724
                           -------------  ------------------  ------------------  -----------------  -------------
   Gross profit                       --           (417,637)                  --            117,572      (300,066)
Operating expenses               235,652             205,149                  --          7,758,752      8,199,552
                           -------------  ------------------  ------------------  -----------------  -------------
Income (loss) from operations  (235,652)           (622,786)                  --        (7,641,180)    (8,499,618)
Other income (expense)       (4,983,166)           (750,278)                  --          (666,843)    (6,400,286)
                           -------------  ------------------  ------------------  -----------------  -------------
Income (loss) before taxes   (5,218,818)         (1,373,064)                  --        (8,308,023)   (14,899,905)
Minority interest                     --                  --                  --                 --             --
                           -------------  ------------------  ------------------  -----------------  -------------
Taxes                                 --                  --                  --                 --             --
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss from
discontinued operations    $          --  $               --  $        (558,513)  $     (1,164,411)  $ (1,722,924)
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss                   $ (5,218,818)  $      (1,373,064)  $        (558,513)  $     (9,472,434)  $(16,622,829)
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>

3 Months                                         Equipment &        Culinary Oil            Biofuel
Ended 3/31/08                   Corporate   Technology Sales  Production & Sales Production & Sales          Total
------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                 <C>                 <C>                <C>
Total revenue              $          --  $        2,564,428  $               --  $         331,371  $   2,895,799
Cost of revenue                   14,608           1,283,225                  --            222,267      1,520,100
                           -------------  ------------------  ------------------  -----------------  -------------
   Gross profit                 (14,608)           1,281,203                  --            109,104      1,375,699
Operating expenses               452,976             401,006                  --             89,465      1,468,448
                           -------------  ------------------  ------------------  -----------------  -------------
 Income(loss) from operations  (467,583)             880,197             --                 19,639         92,2427
Other income (expense)       (2,428,931)         (1,488,963)                  --          (248,719)    (4,166,613)
                           -------------  ------------------  ------------------  -----------------  -------------
   Loss before taxes         (2,896,514)           (608,766)                  --          (229,080)    (3,734,361)
Taxes                                 --               7,019                  --                 --          7,019
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss from
   continuing operations   $          --  $               --  $         (53,028)  $              --  $    (53,028)
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss attributable to
   common shareholders     $ (2,896,514)  $        (615,785)  $         (53,028)  $       (229,080)  $ (3,794,407)
                           =============  ==================  ==================  =================  =============
</TABLE>

15       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>

The following is a summary of supplemental  disclosures of cash flow information
for the three months ending March 31, 2009 and 2008:
<CAPTION>
                                                                                        2009                2008
                                                                                ------------      --------------
     Cash paid during the year for the following:
<S>                                                                             <C>               <C>
       Interest                                                                 $         --      $      272,751
       Income taxes                                                                       --              15,558
                                                                                ------------      --------------
         Total                                                                  $         --      $      288,309
                                                                                ============      ==============
     Acquisition of Bollheimer & Associates with debt                                     --             320,000
     Stock issued for compensation                                                        --             304,017
     Reduction of convertible debentures from disposal of
     investment in GS EnviroServices                                                      --           2,000,000
     Reduction of related party debt and accrued interest from forgiveness                --           2,000,000
     Stock issued for conversion of debt                                               686,000              --
</TABLE>

16       RELATED PARTY TRANSACTIONS

During the year ended  December 31, 2008,  the Company  entered into amended and
restated  convertible  debentures  with MIF that total  $1,319,783.  This amount
includes the $410,930 in notes payable that MIF purchased from Viridis, $757,853
in  convertible  debt  that  were  purchased  from  Candent,   and  $500,000  in
convertible  debt  that  was  purchased  from  Acutus  Capital,  as  well  as an
additional  $151,000 in new convertible  debt that MIF purchased during December
2008.  The total  convertible  debentures  due to MIF were  reduced by  $432,932
during the year ended  December  31, 2008,  after MIF  purchased  the  debenture
payable to the Company from EcoSystem  Corporation by reducing the amount of the
convertible  debt the  Company  owed to MIF.  $500,000 of the  convertible  debt
issued to MIF bears interest at a rate of 20% and the balance of the convertible
debentures  shall bear interest at 12% per year and mature on December 31, 2010.
MIF is  entitled  to convert  the  accrued  interest  and  principal  of the MIF
convertible  debenture  into common stock of the Company at a  conversion  price
equal to the lesser of (a) $1.25 per share or (b) 90% of the lowest daily volume
weighted average price for the twenty trading days preceding conversion.  During
the three  months ended March 31, 2009,  MIF funded an  additional  $609,100 and
converted  $439,100  on the  amount  due into  Company  common  stock,  and sold
$315,000 of the principal  amount due to MIF to RAKJ  Holdings,  Inc.  ("RAKJ").
Interest  expense of $42,001  for these  obligations  was  accrued for the three
months  ended  March 31,  2009.  The  amount  due to MIF at March  31,  2009 was
$1,241,951.

17       SUBSEQUENT EVENTS

CONVERTIBLE DEBENTURES

Since April 1, 2009, the Company issued a total of 100,600,927  common shares to
YA Global Investments, LP upon its conversion of debt in the amount of $199,461;
89,568,649  common shares to Minority  Interest Fund (II),  LLC ("MIF") upon its
conversion debt in the amount of $154,320; and, 99,434,402 common shares to RAKJ
Holdings,  Inc. upon its  conversion  of debt in the amount of $195,000.  During
April and May 2009, MIF purchased  additional  convertible debt in the amount of
$353,000, bringing MIF's total investment in the Company during 2009 to $962,100
and the Company's total debt due to MIF to $1,594,951 as of May 18, 2009.

PATENT ISSUANCE

During the second  quarter 2009,  the Company  received two notices of allowance
from  the  U.S.  Patent  and  Trademark  Office  for its  proprietary  corn  oil

                                       20
<PAGE>

extraction technologies. These notices of allowance provided notification to the
Company that it is entitled to a patent for two of its several  pending corn oil
extraction patent applications.

INVENTORY LIQUIDATION

On April 27, 2009,  Sustainable Systems, LLC entered into a settlement agreement
with the states of Montana and North Dakota  pertaining to outstanding  payments
due for  purchase of  oilseeds  during  2008 that were  contracted  at rates far
greater than current oilseed values.  Sustainable had previously negotiated with
two separate banks to receive  working capital  financing  sufficient to service
these  obligations.  Neither  bank  was  able  to  close  due to  strain  in the
prevailing  commodity and financial  markets.  Sustainable has accordingly idled
its operations and voluntarily surrendered its commodity license to the state of
Montana   Department  of  Agriculture   pending   liquidation  of  Sustainable's
inventories  to satisfy  the  oilseed  payables.  Sustainable  is  permitted  to
reacquire  its  commodity  license upon the  completion  of  sufficient  working
capital  and equity  financing  to operate.  The  liquidation  of  Sustainable's
inventory  is ongoing and is expected to be complete  during the second  quarter
2009.   While  the  Company  is  actively   pursuing   financing  and  strategic
partnerships  to replenish the working  capital  resources of  Sustainable,  the
Company  intends to divest of the  majority,  and  probably  all,  of its equity
holdings in  Sustainable  during the second  quarter 2009.  The  divestiture  of
Sustainable  has not  been  completed  as of the  filing  date  of this  report,
however,  the  financial  results  of this  subsidiary  have been  presented  as
discontinued operations as and for the quarter ended March 31, 2009 (see Note 6,
Discontinued Operations).

RESCISSION OF ACQUISITION OF BIOFUEL INDUSTRIES GROUP, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").  The Company's  ownership of BIG is subject to rescission
in the event that:  (a) the BIG Loans are not timely  serviced  and kept in good
standing, (b) the Guaranty Payments, to the extent due, are not timely made, and
(c) if the Class A Redemption  payments are not made to the extent that they are
due. In addition,  BIG's  agreements  with its senior  creditor,  Citizens Bank,
require  Citizens  Bank to  provide  its  written  consent  to change of control
transactions. Citizens Bank had previously consented to the change of control of
BIG on the condition that the Company closed on its prior  financing  agreements
with CleanBioenergy  Partners, LLC (see Note 12, Commitments and Contingencies).
This  financing  failed to close as expected in March 2009 despite the Company's
compliance with the relevant agreements, and Citizens Bank consequently withdrew
its consent to the change of control of BIG.  The Company  subsequently  entered
into negotiations in April 2009 to restructure the terms of the BIG acquisition,
however,  a notice of default of the Exchange  Agreement was declared on May 14,
2009 in order to maintain  compliance  with BIG's loan  agreements with Citizens
Bank.  While the  Company  is  actively  pursuing  debt and  equity  capital  to
subsidize the expansion of the Adrian  refinery,  the Company does not intend to
restructure  the original  acquisition  transaction at this time.  Instead,  the
Company intends to facilitate rescission of the original acquisition transaction
and the divestiture of BIG during the quarter ended June 30, 2009 due to changed
market circumstances.  The Company may consider acquiring an equity stake in BIG
in the future if it successfully  raises sufficient capital to expand the Adrian
refinery. The divestiture of BIG has not been completed as of the filing date of
this  report,  however,  the  financial  results  of this  subsidiary  have been
presented as discontinued operations as and for the quarter ended March 31, 2009
(see Note 6,  Discontinued  Operations).  The Company  wrote-off  $7,281,993  in
goodwill  previously  booked in  connection  with the  acquisition  of BIG.  The
Company's  divestiture  of BIG can be  expected  to  result in the  disposal  of
$13,054,855 and $23,554,858 in assets and liabilities, respectively.

EARLY ADOPTER LICENSE AGREEMENT

On May 15, 2009, GS CleanTech Corporation and EcoSystem Corporation entered into
an Early Adopter License  Agreement (the "EALA") involving use of GS CleanTech's
Cellulosic  Corn(TM)  technology  platform.  The EALA  calls for the  payment of
royalties  to GS  CleanTech  equal  to 10% of  EcoSystem's  pre-tax  net  income
deriving from the use of GS  CleanTech's  feedstock  conditioning  technologies,
lipid  production,  extraction  and refining  technologies,  and carbon  dioxide
reformation technologies.  The EALA additionally calls for EcoSystem to sell all

                                       21
<PAGE>

fats and/or oils that it produces but does not  directly  refine into biofuel to
GS  CleanTech  at 60% of the  price  of  diesel  fuel at the  time of  shipment.
EcoSystem's is entitled to use Cellulosic  Corn(TM) technology on a royalty-free
basis in its first  100  million  gallons  per year of corn  ethanol  production
facility (if successfully acquired).  The EALA is non-exclusive but GS CleanTech
granted EcoSystem most favored licensee status in the EALA. This status shall be
subject to cancellation in the event that EcoSystem fails to  commercialize  the
licensed  technologies  on  the  following  schedule:  bench  testing  shall  be
completed  on or before May 15,  2010;  pilot  testing  shall be completed on or
before May 15,  2011; a  commercial-scale  pilot  facility  shall be built on or
before May 15,  2012;  and,  commercial  sales shall have been  initiated  on or
before May 15, 2013. EcoSystem shall provide all of the capital resources needed
to  build  bench,   pilot  and  commercial   scale  facilities  based  on  these
technologies  under the EALA.  GS CleanTech is a wholly owned  subsidiary of the
Company. EcoSystem Corporation is majority owned by, Viridis Capital, LLC, which
company is owned by the Company's chairman and chief executive officer.

GRANT APPLICATION

During May 2009, the Company was requested by the U.S.  Department of Energy and
the U.S. Department of Agriculture to submit additional  information relative to
the  Company's  previously-filed  pre-application  for grant  funding  under the
"Biomass  Research  and  Development  Initiative"  for  the  construction  of  a
demonstration  facility  based on the Company's  Cellulosic  Corn(TM)  feedstock
conditioning technology.  The Company's response to this request will be subject
to additional review by the U.S. Department of Energy and the U.S. Department of
Agriculture  and there can be no assurance  that the Company will be awarded any
grant funds.  If approved,  the scope of the grant will be to test the Company's
Cellulosic Corn(TM) feedstock  conditioning  technologies over a two year period
at a targeted first generation corn ethanol facility. The Company's patented and
patent-pending    feedstock   conditioning    technologies   are   designed   to
cost-effectively  disintegrate cellulose to enhance corn-derived ethanol and oil
production yields, decrease raw material and fossil fuel utilization by the corn
ethanol process,  and to improve the nutritional  value of distillers  grain. If
approved,  the  grant  award  would be for $1.2  million  and  will  require  an
additional  $1.2  million to be provided by project  collaborators.  The Company
will collaborate with EcoSystem and Global Ethanol, LLC on the project.






                                       22
<PAGE>




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

OVERVIEW

GreenShift  Corporation  ("we,"  "our," "us,"  "GreenShift,"  or the  "Company")
develops and commercializes clean technologies that facilitate the efficient use
of  natural  resources.  Our  strategy  is to use our  technologies  to become a
leading producer of biomass-derived  products, and to do so at enhanced cost and
risk profiles by  extracting  and refining raw  materials  that other  producers
cannot access or process.

We have  created a  business  model  based on  feedstock  ownership  and  margin
protection  that  is  unique  among  biofuel  producers.   There  are  no  other
technologies  that have been developed,  commercialized  and integrated into the
corn ethanol  industry today that have produced  anything  approaching the yield
improvement  and  energy  savings   demonstrated  by  our  corn  oil  extraction
technologies.

Our corn oil  extraction  offering is  structured to provide 100% of the capital
needed to build and integrate  turn-key,  skid-mounted  facilities  based on our
extraction technologies into corn ethanol facilities in return for the long-term
right to purchase the  extracted  oil for a fair price that is indexed to diesel
fuel  prices.  We refine the corn oil that we extract into  biodiesel,  which is
then sold at rates that are also indexed to diesel fuel  prices.  This makes our
business model more  comparable to traditional  oil and gas models than it is to
other  biofuel  models since we own our own  `wellheads'  and we have hedged our
refining margins. We believe that this gives us the ability to remain profitable
(after achieving break-even production levels) when most biodiesel producers are
forced to shut down.

Our corn oil extraction  technologies  are widely  considered to be the quickest
path for margin  improvement  for corn ethanol  producers  today. We have proven
that we can  extract  upwards  of 6.5  million  gallons of corn oil per year for
every 100 million gallons of ethanol produced. This corresponds to a 7% increase
in the  gallons of biofuel  produced  per bushel of corn from 2.8 to 3.0 gallons
per bushel.

This extraction rate also translates to 680 million gallons per year of inedible
feedstock  that we can make for conversion  into advanced  biofuel with the U.S.
corn ethanol fleet  producing 10.5 billion  gallons per year. We hold a 6% share
of this market  opportunity  today;  we are currently  under contract to install
more  than 40  million  gallons  per year of  shovel-ready  corn oil  extraction
facilities  at ethanol  facilities  throughout  the U.S.  Our primary goal is to
obtain  the new  financing  we will need to build and  operate  this  extraction
infrastructure.

We  currently  own four  corn oil  extraction  facilities  that are  located  in
Oshkosh,  Wisconsin,  Medina, New York, Marion,  Indiana, and Riga, Michigan. We
have also installed one facility in Albion, Michigan under a modified version of
our market  offering where our client paid us to build the extraction  facility.
We have the long-term  right to buy the oil extracted  from the Albion  facility
but the client retains  ownership of the extraction  assets and is paid a higher
price  for the  corn  oil  extracted  than we pay to our  other  clients.  These
facilities collectively are designed to extract in excess of 7.3 million gallons
per  year,  of which  more than of 6.0  million  gallons  per year is  currently
installed. We are currently focused on securing the capital resources we need to
operate our existing  extraction  facilities and to build our contracted backlog
of corn oil extraction facilities.

As of March 31,  2009,  we also  owned a 10 million  gallon  per year  biodiesel
facility  in Adrian,  Michigan  and an oilseed  crush  facility  in  Culbertson,
Montana.  These two facilities were idled during the first quarter 2009 due to a
lack of  working  capital.  The  Company's  speciality  equipment  manufacturing
operations were also idled during the first quarter of 2009. The Company intends
to scale this  operation as needed to fulfill the  Company's  growth needs as it
builds, installs and maintains its various corn oil extraction facilities.

Plan of Operations

Our plans for 2009  originally  involved the  financing  and  construction  of a
number  of our  corn  oil  extraction  facilities,  the  construction  or  other
internalization  of  biodiesel  refining  capability,   and  the  completion  of
significant  additional  financing to build our contracted backlog of extraction
facilities.

We  closed  on a  portion  of the  financing  we  needed  to build  our  initial
extraction  facilities in January 2008, we acquired a biodiesel  refinery in May
2008, and we executed a term sheet in July 2008 and then  definitive  investment
agreements  in  December  2008 for in excess of $38  million in  project  equity
financing to execute on our backlog.

Unprecedented   volatility  in  the  global  financial  and  commodity   markets
intervened before we were able to complete  construction and initiate production
with  the  amount  of corn  oil  extraction  facilities  we  needed  to  achieve

                                       23
<PAGE>

break-even  cash flow. The conditions in the financial  markets during the third
and fourth quarters of 2008 resulted in the loss of previously committed sources
of  liquidity  during the second  half of 2008.  We  believe  that these  market
conditions  were also  responsible  for the failure of our $38  million  project
equity  financing  to close  during the first  quarter 2009 as called for by the
relevant  December 2008 investment  agreements.  As a result of these events, we
halted all construction  activities and idled our biodiesel refining and oilseed
crush  operations.  We significantly  reduced overhead during the latter half of
2008,  we cut  headcount  down to 20 as of May 20,  2009,  and we shut  down our
equipment manufacturing operations.

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

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

Our revised plans for 2009 involve the following activities:

>>   Divest our existing biodiesel refining and oilseed crush operations;

>>   Complete  rationalization  of  our  overhead  to  the  needs  of  our  core
     competence (clean technology  development) and the source of the cash flows
     we  need  to  acheive   break-even   (our  existing  corn  oil   extraction
     facilities);

>>   Complete the  financing  necessary to build out the  extraction  facilities
     included in our contracted  backlog and then as many additional  extraction
     facilities as possible as quickly as possible;

>>   Reduce the substantial majority of our convertible and other debt; and,

>>   Focus   exclusively  on  servicing  the  growth  needs  of  our  extraction
     technologies while facilitating the development of other clean technologies
     in our  portfolio  by  issuing  an  early  adopter  license  for use of our
     Cellulosic Corn(TM)  technologies (not including extraction) to a qualified
     corn ethanol  producer to finance and  administer  early stage  development
     activities  (see Note 17,  Subsequent  Events,  to the Company's  Condensed
     Consolidated Financial Statements).


                                       24
<PAGE>




Results of Operations
<TABLE>

The following table sets forth, for the periods presented, revenues, expenses
and net income in our condensed consolidated statement of operations, as well as
other key financial and operating data:
<CAPTION>
                                                                   Three Months Ended
                                                                  3/31/09         3/31/08
                                                             ----------------------------
Summary Statement of Operations:
<S>                                                          <C>             <C>
Revenue ..................................................   $    855,658    $  2,895,799
Cost of revenues .........................................      1,155,724       1,520,100
                                                             ------------    ------------
  Gross profit ...........................................       (300,066)      1,375,699

Selling, general and administrative expenses .............      8,199,552         943,447
                                                             ------------    ------------
   Income (loss) from operations .........................     (8,499,618)        432,252

Other income (expense), net ..............................     (6,400,286)     (4,166,613)
                                                             ------------    ------------
   Lossbefore minority interest and taxes ................    (15,458,418)      (3734,361)

Minority interest in net loss of consolidated subsidiaries           --            (7,019)
(Provision for) benefit from income taxes ................           --              --
Income (loss) from discontinued operations ...............     (1,164,411)        (53,028)
Preferred dividends ......................................           --              --
                                                             ------------    ------------
   Net loss ..............................................   $(16,622,829)   $ (3,794,409)
                                                             ============    ============

Other financial data:
Net cash flows (used in) provided by operating activities          76,745          90,914
Net cash flows (used in) provided by investing activities        (626,854)     (2,112,735)
Net cash flow (used in) provided by financing activities .        548,685       1,120,521
                                                             ------------    ------------

   Net (decrease) increase in cash and cash equivalents ..         (1,423)       (901,299)

Operating data:
Corn oil extracted (gallons) .............................        461,211         151,270
Average gross price of corn oil sold per gallon ($) ......   $       1.15    $       1.47

</TABLE>


Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Revenues

Total  revenues  for the  three  months  ended  March  31,  2009  were  $855,658
representing  a decrease of  2,040,141,  or 70.5%,  over the three  months ended
March 31, 2008 revenues of $2,895,799.  Revenue for the three months ended March
31, 2009 included:

     >>   $624,334 in biofuel sales and,

     >>   $231,324 in equipment and technology sales.

In the  comparable  period of last year, our revenues were comprised of $331,371
from  the  sales  of  biofuels  and  $2,564,428  from  sales  of  equipment  and
technology.

Cost of Revenues

Cost of revenues for the three months ended March 31, 2009 were  $1,155,724,  or
135.1 % of revenue  compared  to  $1,520,100,  or 52.5% of revenue  for the same
period in 2008.

During the three months ended March 31, 2009, the Company's  biofuel  production
costs of revenue  were  $506,763 as compared to $222,267  for the same period in
2008, and were  attributable  to costs  associated  with feedstock and other raw
material  purchases,  transportation  and  maintenance.  Cost of revenue for our
equipment and technology sales business were $648,961 for the three months ended
March 31, 2009 as compared to $1,283,225 for the same period in 2008.

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

Included  within cost of revenue is  depreciation  and  amortization  expense of
$297,969 and  $100,103  for the three  months  ended March 31,  2009,  and 2008,
respectively.  Depreciation and amortization  expense increased by $197,866 over
the same period in 2008.

                                       25
<PAGE>

Gross Profit

Gross profit for three months ended March 31, 2009 was $(300,066),  representing
a gross margin of (35.1)%.  This compared to  $1,375,699,  representing  a gross
margin of 47.5%. in the comparable period of the prior year.

Operating Expenses

Operating   expenses   for  the  three   months   ended   March  31,  2009  were
$8,199,552compared  to  $1468,448  for the same period in 2008.  Included in the
three months ended March 31, 2009 was $0 in stock-based compensation as compared
to $304,017 for the three months ended March 31, 2008. The decrease in operating
expenses was primarily due to the Company's  changed business  operations during
2009 as compared to 2008.

Interest Expense

Interest  expense  for the three  months  ended  March 31,  2009 was  $1,513,217
representing  an  increase of $298,480  from  $1,214,737  for the same period in
2008.  This  increase was mostly due to the debt  service of the debt  financing
associated with the construction of the Company's various extraction facilities.

Expenses Associated with Derivative Instruments

Loss from the change in the fair  market  value of  derivative  liabilities  was
$4,446,327  for the three  months ended March 31, 2009  compared  with a gain of
$319,829 for the three months  ended March 31,  2008.  Amortization  of deferred
financing costs and debt discounts was $447,644 and $1,114,096, respectively.

Net Income or Loss

Net loss from  continuing  operations for the three months ended March 31, 2009,
was  $14,899,904  as  compared to a loss of  $3,741,381  from the same period in
2008. Loss for discontinued operations was $1,722,924 for the three months ended
March 31, 2009 as compared to $53,028for  the three months ended March 31, 2008.
Net loss for the three months ended March 31, 2009, was  $16,892,829 as compared
to a loss of $3,794,409 from the same period in 2008.

The  Company's  net loss  during  the three  months  ended  March  31,  2009 was
$16,892,829,  which is increased from the  $3,794,409  loss recorded in the same
period of 2008.  The  primary  reasons for the  magnitude  of this net loss were
expenses  attributable to the transition  from technology  development to mature
market execution,  and expenses attributable to past financing and restructuring
activities  as well as charges  relating to the  impairment of  intangibles  and
goodwill.  The loss also  included  the  following  non-cash  items:  impairment
charges relating to the Biofuels Industries, LLC subsidiary of about $7,200,000;
amortization  of debt discount and deferred  financing  fees of about  $447,000;
loss on change in fair market value of derivatives  of $4,400,000;  depreciation
expenses of about $300,000; and, accrued interest of about $1,500,000.

DERIVATIVE LIABILITIES

As of March 31, 2009, the Company and its subsidiaries  had several  convertible
debentures due. The conversion feature on these debentures was variable based on
trailing market prices and therefore contained an embedded derivative. We valued
the conversion feature at the time of issuance using the Black-Scholes Model and
recorded a note discount and derivative  liability for the calculated  value. We
recognize  interest  expense for accretion of the note discount over the term of
the note. The derivative liability is valued at the end of each reporting period
and results in a gain or loss for the change in fair value.  Due to the volatile
nature of our stock, as well as the stock of our subsidiaries, the change in the
derivative  liability and the resulting gain or loss is usually  material to our
results.

The principal  amount on our convertible  debentures was $34,580,800 as of March
31, 2009 and the  unamortized  note discount was $467,615.  For the three months
ended March 31, 2009, we recognized  interest  expense for accretion of the debt
discount of $352,054  and a loss for the change in fair value of the  derivative
of $4,446,327 for these debentures.  The total derivative  liability as of March
31, 2009 was $8,316,098.


                                       26
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

Consolidated Cash Balances

As of March 31, 2009,  we had a cash  balance of $8,281,  down from a balance of
$9,704 at March 31, 2008.  This net cash is  summarized  below and  discussed in
more detail in the subsequent sub-sections:

     >>   Operating  Activities

          $999,359  of net  cash  provided  by  operating  activities  primarily
          deriving  from sales of  equipment  and  technology  and from  biofuel
          sales.

     >>   Investing Activities

          $627,626  of net cash  used in  investing  activities  mainly  for the
          construction of our corn oil extraction facilities.

>>       Financing Activities

          $376,475 of net cash provided by financing activities.

Current and Prior Year Activity

Our primary source of liquidity is cash  generated from  operations and proceeds
from  issuance of debt and common  stock.  For the three  months ended March 31,
2009, net cash provided by our operating  activities was $999,359 as compared to
the net cash used by our operating activities of $1,347,181 for the three months
ended March 31, 2008.

Our financial  position and liquidity are, and will be,  influenced by a variety
of factors,  including our ability to generate cash flows from  operations;  the
level of our outstanding  indebtedness  and the interest we are obligated to pay
on this indebtedness;  and, our capital expenditure requirements,  which consist
primarily of facility construction and the purchase of equipment.

The Company's capital  resources are impacted by changes in accounts  receivable
as a result of revenue fluctuations, economic trends, and collection activities.
At March 31, 2009, accounts receivable,  net of allowance for doubtful accounts,
totaled $201,314 and inventories totaled $616,056.  Accounts payable and accrued
expenses totaled $15,037,150.

For the three  months  ended  March 31,  2009,  we used  $627,626  in  investing
activities as compared to $3,987,337 used in investing  activities for the three
months ended March 31, 2008, and financing  activities provided $376,475 in cash
as compared to $5,260,252 in cash used by financing  activities during March 31,
2008.

The Company had a working  capital  deficit of  $83,678,726  at March 31,  2009,
which includes convertible  debentures of $24,521,796,  accrued interest payable
of $8,293,259  related party  convertible  debentures of $1,367,148,  derivative
liabilities of $8,316,098, $20,000 in related party debt, $3,979,437 in purchase
obligations,  and  $4,821,738  in amounts due to the prior owners of our oilseed
crush  facility.  The Company's  working capital deficit net of these amounts is
$32,359,250.

Despite  their  classification  as  current  liabilities,   current  convertible
debentures and accrued  interest  ($32,589,314)  are not  serviceable out of the
Company's  cash flows (the terms of the  convertible  debt require  repayment in
shares of either  GreenShift  Corporation  or GS  AgriFuels  Corporation  common
stock).

The  derivative  liabilities  ($8,316,098)  are a non-cash  accounting  entry to
account  for the  effect of  derivative  securities  embedded  in the  Company's
convertible debentures.

The  purchase  obligations  ($3,979,437),  to the  extent  due,  are tied to the
earnings of the  Company's  equipment  sales  business  and can only be serviced
after the Company's senior secured debt has been serviced.

The amounts due to the prior owners of our oilseed crush  facility  ($4,821,738)
pursuant to acquisition agreements that are now in default due to the failure by
the selling  shareholders to disclose that Sustainable did not hold title to its
now-owned  Culbertson,  Montana  oilseed  crushing  facility  at the time of the
acquisition by GS AgriFuels.

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

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<PAGE>

Expected Activity Moving Forward

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

Cash Flows Provided By Operating Activities

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

Cash Flows Provided By Financing Activities

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

Cash Flows Used In Investment Activities

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






















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<PAGE>




ITEM 3            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4            CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal executive officer or officers and principal
financial officer, to allow timely decisions regarding required disclosure.  The
Company's chief executive officer and chief financial  officer  determined that,
as of the  end of  the  period  covered  by  this  report,  these  controls  and
procedures  are 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 have been no changes in the  Company's  internal  control  over  financial
reporting during the most recently completed fiscal quarter that have materially
affected or are reasonably  likely to materially  affect the Company's  internal
control over financial reporting.















                                       29
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1            LEGAL PROCEEDINGS

The Company is party to the matter  entitled  O'Brien & Gere  Limited,  et al v.
NextGen Chemical Processors, Inc., et al., which action was filed in the Supreme
Court of the State of New York. The verified complaint had sought performance of
and damages relating to certain service and related agreements,  plus attorney's
fees and costs.  This matter  relates to the  provision by plaintiffs of certain
engineering  services to NextGen Chemical  Processors,  Inc. ("NCP") during 2005
and  2006.  NCP is owned by the  former  shareholders  of  NextGen  Fuel,  Inc.,
subsidiary.  On September  19, 2007,  the Supreme Court of the State of New York
dismissed a significant  portion of O'Brien & Gere's  complaint with  prejudice.
Management  does not believe  that there is a  reasonable  probability  that the
claims made against NextGen Fuel by the plaintiffs in this  litigation  indicate
that a material  loss has occurred.  Accordingly,  an estimate of loss cannot be
made at this time and no accrual has been made in connection with those claims.

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

ITEM 1A  RISK FACTORS

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

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From time to time  during the three  months  ended  March 31,  2009 the  Company
issued  a total of  13,780,051  shares  to YA  Global  Investments,  LP upon its
partial  conversion  of a  convertible  debenture  in the  aggregate  amount  of
$127,600.  The sales were exempt  pursuant to Section 4(2) of the Securities Act
since the sales  were not made in a public  offering  and were made to an entity
whose principals had access to detailed  information  about the Company and were
acquiring the shares for the entity's own account. There were no underwriters.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5   OTHER INFORMATION

None.

ITEM 6   EXHIBITS

The following are exhibits filed as part of GreenShift's Form 10Q/A for the
quarter ended March 31, 2009:

INDEX TO EXHIBITS

Exhibit

Number                     Description
--------------------------------------

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

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

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

                                       30
<PAGE>


SIGNATURES

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

GREENSHIFT CORPORATION

By

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

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


Date:         May 20, 2009























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