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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

                          COMMISSION FILE NO.: 0-50469



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


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


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


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





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

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

The  number  of  outstanding  shares  of  common  stock  as of November 14, 2007
was 497,548,271.

Transitional Small Business Disclosure Format:  Yes   No X











<PAGE>

<TABLE>


                            GS CLEANTECH CORPORATION
                         QUARTERLY REPORT ON FORM 10QSB
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007

                                TABLE OF CONTENTS
<CAPTION>

                                                                                                           Page No
Part I            Financial Information
<S>               <C>                                                                                           <C>
Item 1.           Financial Statements (unaudited)...............................................................3
                  Consolidated Balance Sheet - September 30, 2007 (unaudited)....................................4
                  Consolidated Statements of Operations - for the Three and Nine Months Ended
                    September 30, 2007 (unaudited) and 2006 (unaudited)..........................................6
                  Consolidated Statements of Cash Flows - for the Nine Months Ended
                    September 30, 2007 (unaudited) and 2006 (unaudited)..........................................7
                  Notes to Consolidated Financial Statements.....................................................9
Item 2.           Management's Discussion and Analysis .........................................................25
Item 3.           Controls and Procedures.......................................................................35

Part II           Other Information

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

Signatures

</TABLE>







                                       2
<PAGE>



                            GS CLEANTECH CORPORATION
                         QUARTERLY REPORT ON FORM 10QSB
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)












































                                       3
<PAGE>
<TABLE>

                    GS CLEANTECH CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      AS OF SEPTEMBER 30, 2007 (UNAUDITED)
<CAPTION>

ASSETS
Current assets:
<S>                                                             <C>
   Cash .....................................................   $    442,879
   Accounts receivable, net of allowance of doubtful accounts      2,657,513
   Accounts receivable due from affiliate ...................        248,597
   Loans due from affiliates ................................        196,621
   Inventory ................................................        354,972
   Project development costs ................................        279,106
   Prepaid expenses and other current assets ................        116,702
                                                                ------------
            Total current assets ............................      4,296,390
                                                                ------------
Other Assets:
   Property and equipment, net ..............................      2,990,611
   Deposits .................................................        108,860
   Construction in progress .................................      1,596,842
   Intangible assets, net ...................................        214,533
   Deferred financing costs, net ............................        344,306
   Investments in unconsolidated subsidiaries, at cost ......      1,685,333
   Goodwill .................................................      4,431,319
   Assets of discontinued operations ........................          7,500
                                                                ------------
       Total other assets ...................................     11,379,304
                                                                ------------
TOTAL ASSETS ................................................   $ 15,675,694
                                                                ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Line of Credit ...........................................   $    347,341
   Accounts payable and accrued expenses ....................      3,784,102
   Notes Payable - affiliates ...............................      1,900,059
   Accrued interest payable - affiliate .....................        281,620
   Note payable - related party .............................         30,000
   Billings in excess of earnings ...........................         16,865
   Accrued interest payable .................................        921,839
   Deferred taxes ...........................................         13,515
   Income tax payable .......................................        127,629
   Current portion of long term debt ........................        184,452
   Liability for derivative instruments .....................      7,273,647
   Convertible debentures, net of discount ..................      3,840,881
   Liabilities of discontinued of operations, current .......        423,092
                                                                ------------
       Total current liabilities ............................     19,145,042
                                                                ------------
   Long term debt net of current portion ....................        339,897
   Convertible debenture, net discount ......................      2,200,000
                                                                ------------
       Total long term liabilities ..........................      2,539,897
                                                                ------------
       Total liabilities: ...................................     21,684,939
                                                                ------------
Minority interest in consolidated subsidiary ................        703,000
                                                                ------------
Stockholders' equity:
   Convertible preferred stock, $0.001 par value,
    5,000,000 shares authorized:
     Series A: 1,254,244 shares issued and outstanding ......          1,254
     Series B: 151,250 shares issued and outstanding ........            151
     Series C:  -- shares issued and  -- shares outstanding .           --
     Series D: 1,000,000 shares issued and outstanding ......          1,000
   Common stock, $0.001 par value, 500,000,000 authorized;
   497,548,271 shares issued and outstanding ................        497,550
   Additional paid-in capital ...............................     55,341,157
   Accumulated deficit ......................................    (62,553,357)
                                                                ------------
     Total stockholders' equity (deficit) ...................     (6,712,245)
                                                                ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................   $ 15,675,694
                                                                ============
</TABLE>
                                       4

<PAGE>
<TABLE>
                    GS CLEANTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                                        September 30                          September 30
                                                     -------------------------------       -------------------------------
                                                             2007               2006               2007               2006
                                                     -------------------------------       -------------------------------
<S>                                                <C>                <C>                <C>                <C>
Revenue ........................................   $     4,339,532    $     3,891,838    $    11,745,077    $    10,606,297
Revenue - affiliates ...........................            30,000               --               63,600              4,000
                                                   ---------------    ---------------    ---------------    ---------------
  Total Revenue ................................         4,369,532          3,891,838         11,808,677         10,610,297

Cost of revenues ...............................         3,152,447               --            8,380,233          7,821,447
Cost of revenues - affiliates ..................             8,593          2,839,837              8,593               --
                                                   ---------------    ---------------    ---------------    ---------------
  Total Cost of revenues .......................         3,161,040          2,839,837          8,388,826          7,821,447

Gross Profit ...................................         1,208,492          1,052,001          3,419,851          2,788,850
Operating expenses:
  General and administrative expenses ..........           543,247          1,227,324          2,941,748          3,701,101
   Selling expenses ............................           332,373            271,474            993,951            878,719
  Research and development .....................             1,467             21,013              1,467             55,957
  Stock based compensation .....................           278,602             50,000            479,018          1,670,000
                                                   ---------------    ---------------    ---------------    ---------------
     Total operating expenses ..................         1,155,689          1,569,811          4,416,184          6,305,777
                                                   ---------------    ---------------    ---------------    ---------------
Net income (loss) from operations ..............            52,803           (517,810)          (996,333)        (3,516,927)

Other income (expense):
  Change in fair value of derivative instruments           186,909          2,676,552          3,405,607          3,135,380
  Interest expense - affiliate .................           (60,628)           (77,803)          (167,233)          (124,436)
  Write down of investments ....................              --             (436,667)              --             (436,667)
  Loss on sale of investments ..................           (23,373)              --             (388,150)              --
  Amortization of debt discount
   & deferred financing ........................          (602,194)        (1,551,251)        (2,886,570)        (5,475,605)
  Gain (loss) on equipment disposal ............            (1,366)               500             20,095            (40,302)
  Miscellaneous income .........................            60,765              2,140             93,566              3,434
  Interest expense .............................          (315,488)          (126,651)          (765,528)          (289,623)
                                                   ---------------    ---------------    ---------------    ---------------
     Total other income (expense), net .........          (755,375)           486,820           (688,213)        (3,227,819)
                                                   ---------------    ---------------    ---------------    ---------------
Income (loss) before provision for income taxes.          (702,572)           (30,990)        (1,684,546)        (6,744,746)

(Provision for)/benefit from income taxes ......            27,040              4,549            113,269              8,858
                                                   ---------------    ---------------    ---------------    ---------------
  Income (loss) from continuing operations .....          (729,612)           (35,539)        (1,797,815)        (6,753,604)
                                                   ===============    ===============    ===============    ===============
Discontinued operations:
Income (Loss) from discontinued operations .....            (3,069)           (62,152)            (3,069)           231,217
Gain on disposal of discontinued operations ....              --                 --            2,494,946             41,949
                                                   ---------------    ---------------    ---------------    ---------------
  Total discontinued operations ................            (3,069)           (62,152)         2,491,877            273,166
                                                   ===============    ===============    ===============    ===============
Net income (loss) ..............................   $      (732,681)   $       (97,691)   $       694,062    $    (6,480,438)
Preferred dividends ............................              --                 --             (151,875)          (681,594)
                                                   ---------------    ---------------    ---------------    ---------------
Income (loss) attributable to shareholders .....   $      (732,681)   $       (97,691)   $       542,187    $    (7,162,032)

Weighted average common shares outstanding
Basic ..........................................       329,784,740         76,777,778        464,492,475        223,061,992
Diluted ........................................       329,784,740         76,777,778      1,150,302,061        223,061,992

Earnings (loss) per share
Basic
Income from continuing operations ..............              0.00               0.00               0.00              (0.03)
Income (loss) from discontinued operations .....              0.00               0.00               0.01               0.00
                                                   ---------------    ---------------    ---------------    ---------------
Net income per share - basic ...................              0.00               0.00               0.00              (0.03)
                                                   ===============    ===============    ===============    ===============
Diluted
Income from continuing operations ..............              0.00               0.00               0.00              (0.03)
Income (loss) from discontinued operation ......              0.00               0.00               0.00               0.00
                                                   ---------------    ---------------    ---------------    ---------------
Net income per share - diluted .................              0.00               0.00               0.00              (0.03)
                                                   ===============    ===============    ===============    ===============

           The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       5
<PAGE>
<TABLE>
                    GS CLEANTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                            Nine Months Ended Nine Months Ended
                                                                 September 30      September 30
                                                                         2007              2006
                                                            ----------------- -----------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                               <C>            <C>
   Net income (loss) ..........................................   $   694,062    $(6,480,438)

Adjustments to reconcile net loss to net
  cash used in operating activities
   Depreciation and amortization ..............................       243,944        175,300
   Amortization of debt discount and deferred financing costs .     2,886,570      5,475,605
   Change in allowance for doubtful accounts ..................       (26,285)       (12,234)
   Deferred tax ...............................................       (14,076)          --
   Change in fair value of derivatives ........................    (3,405,607)    (3,135,380)
   Stock based compensation ...................................       479,018      1,670,000
   Deferred financing costs ...................................          --         (455,000)
   Gain (loss) on equipment disposal ..........................       (20,095)        40,302
   Stock issued for services ..................................        25,000           --
   Stock issued for services - affiliates .....................          --          150,000
   Amortization of beneficial conversion feature ..............       113,080         15,124
   Gain on sale of discontinued operations ....................    (2,494,946)          --
   Loss on sale of investment .................................       388,150        436,667
   Settlement of debt .........................................          --         (133,087)

Change in assets and liabilities, net of acquisitions
   Accounts receivable, net ...................................      (460,878)      (482,219)
   Accounts receivable - related party ........................      (248,597)          --
   Prepaid expenses ...........................................       262,857         99,005
   Deposits ...................................................        (4,563)           202
   Inventory ..................................................       256,895     (1,776,735)
   Loan from affiliate ........................................       (21,130)      (369,811)
   Billings and costs in excess of earnings ...................       (46,108)         1,949
   Income tax payable .........................................       107,489           --
   Accrued interest - related party ...........................       118,704         94,174
   Convertible debenture - related party ......................          --           76,067
   Accounts payable ...........................................       321,755        525,831
   Accrued interest payable ...................................       512,921        122,922
   Accrued expenses ...........................................      (260,695)      (417,520)
   Liabilities of discontinued operations .....................       (21,200)      (971,314)
   Assets of discontinued operations ..........................          --          346,681
                                                                  -----------    -----------
      Net cash used in operating activities ...................      (613,735)    (5,003,909)
                                                                  -----------    -----------
CASH FLOW FROM INVESTING ACTIVITIES

   Cash paid for acquisition ..................................      (447,842)          --
   Prepaid acquisition cost ...................................       (17,982)          --
   Construction in progress ...................................    (1,294,962)          --
   Project development costs ..................................        (8,632)      (101,259)
   Additions to and acquisition of property,
    plant and equipment .......................................      (270,726)       (90,824)
                                                                  -----------    -----------
      Net cash used in investing activities ...................    (2,040,144)      (192,083)
                                                                  -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from line of credit ...............................       497,341           --
   Repayment of line of credit ................................      (150,000)          --
   Loan due to an affiliate ...................................     2,290,000        478,674
   Loan due to related party ..................................       130,000        648,093
   Issuance of long term debt .................................          --        4,518,792
   Issuance of convertible debentures .........................      (121,210)      (160,470)
   Repayment of term financing ................................          --          (50,000)
                                                                  -----------    -----------
      Net cash provided by (used in) financing activities .....     2,646,131      5,435,089
                                                                  -----------    -----------
   Net increase (decrease) in cash ............................   $    (7,748)   $   239,097

   Cash at beginning of period ................................       450,627        363,383
                                                                  -----------    -----------
   Cash at end of period ......................................   $   442,879    $   602,480
                                                                  ===========    ===========

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

</TABLE>
                                       6

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

1        BASIS OF PRESENTATION

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

2        GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As of September 30, 2007 the
Company had $442,879 in cash, and current liabilities exceeded current assets by
$14,848,652  including  $7,273,647 in derivative  liability  instruments.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

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

3        SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For the period ended September 30, 2007, the accompanying consolidated financial
statements  include all  accounts  of GS  CleanTech  Corporation  and its active
subsidiaries:

     >>   GS EnviroServices - owns 100% of the environmental  services divisions
          of Enviro-Safe  Corporation (NE) (f/k/a Jones  Environmental  Services
          Inc., (NE)), and Enviro-Safe Corporation.  GS CleanTech owns 55% of GS
          EnviroServices, Inc.

     >>   GS  Ethanol  Technologies  - owns the  Company's  corn oil  extraction
          technology,  the Company's Oshkosh, Wisconsin extraction facility, and
          administers   process   engineering   services   incidental   to  this
          technology.

All  significant  inter company  balances and  transactions  were  eliminated in
consolidation.  The financial statements for the period ended September 30, 2007
have been  consolidated  to include  the  accounts of GS  EnviroServices  and GS
Ethanol Technologies.

COST METHOD OF ACCOUNTING FOR UNCONSOLIDATED SUBSIDIARIES

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

During the nine months ended  September  30, 2007, GS CleanTech  liquidated  its
holdings in Ovation Products Corporation, TerraPass, Inc., Air Cycle Corporation
and General Hydrogen Corporation for $945,000,  $402,000, $335,000, and $135,223
respectively, in cash.

REVENUE RECOGNITION

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or  determinable,  and collection is reasonably  assured.  The Company  provides
environmental  services that involve  transportation  and disposal of industrial
waste.  Revenues for the  transportation  (using the Company as the transporter)
and  disposal  of  waste  that is  disposed  of at a third  party  location  are
recognized  when the waste is  delivered to the third party for  processing  and
disposal. Revenues for the transportation and disposal of industrial waste using

                                       7
<PAGE>
a third party  transporter  that is disposed of at the third party  location are
recognized  when  the  waste  is  delivered  to the  third  party  location  for
processing and disposal.

Revenues  for the  transportation  and  disposal  of  industrial  waste  that is
disposed  of at the  Company's  facility  is  recognized  when the  Company  has
received  the waste at its  facility  due to the fact that the  customer  has no
additional  recourse  and no  additional  services  are provided to the customer
after the waste is received.

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

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

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

INVENTORIES

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

PROPERTY AND EQUIPMENT

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

TECHNOLOGY LICENSE

Costs  associated  with the Company's  technology  licenses are  capitalized and
amortized over their useful life of ten years using the straight-line method.

GOODWILL AND INTANGIBLE ASSETS

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

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

LONG-LIVED ASSETS

The Company  assesses the  valuation of components of its property and equipment
and other long-lived  assets whenever events or  circumstances  dictate that the
carrying  value might not be  recoverable.  The Company bases its  evaluation on
indicators such as the nature of the assets,  the future economic benefit of the
assets, any historical or future  profitability  measurements and other external
market conditions or factors that may be present.  If such factors indicate that
the  carrying  amount  of an asset or asset  group may not be  recoverable,  the
Company  determines  whether impairment has occurred by analyzing an estimate of
undiscounted  future cash flows at the lowest level for which  identifiable cash
flows exist.  If the estimate of  undiscounted  cash flows during the  estimated
useful  life of the  asset is less than the  carrying  value of the  asset,  the
Company  recognizes a loss for the difference  between the carrying value of the
asset and its estimated fair value,  generally  measured by the present value of
the estimated cash flows.
                                       8
<PAGE>

INCOME TAXES

Income taxes are  accounted for under the asset and  liability  method,  whereby
deferred income taxes are recorded for temporary  differences  between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and  liabilities  reflect the tax rates  expected to be in effect for
the  years in which  the  differences  are  expected  to  reverse.  A  valuation
allowance  is  provided  if it is more  likely  than not that some or all of the
deferred tax asset will not be realized.  GS  EnviroServices is not consolidated
for  federal  income tax return  purposes.  For  financial  reporting  purposes,
current  and  deferred  taxes  are  provided  for on  the  portion  of  earnings
recognized by the Company with respect to its interest in GS EnviroServices.

USE OF ESTIMATES

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

DERIVATIVE FINANCIAL INSTRUMENTS

Certain  of  the  Company's  debt  and  equity   instruments   include  embedded
derivatives that require bifurcation from the host contract under the provisions
of SFAS No. 133, "Accounting for Derivative  Instruments and Hedging Activities"
and EITF 00-19 "Accounting for Derivative Financial  Instruments Indexed to, and
Potentially  Settled in, a Company's Own Stock".  Under the  provisions of these
statements, the Company records the related derivative liabilities at fair value
and records the accounting gain or loss resulting from the change in fair values
at the end of each  reporting  period.  Change  in the  derivatives  instruments
resulted  in income of  $3,405,607  and  $3,135,380  for the nine  months  ended
September 30, 2007 and 2006, respectively.

FINANCIAL INSTRUMENTS

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

4      BASIC AND DILUTED EARNINGS PER SHARE ("EPS")

Basic  (loss)  earnings  per share is  computed  by  dividing  net income by the
weighted  average  common shares  outstanding  during a period.  Diluted  (loss)
earnings per share is based on the treasury stock method and includes the effect
from potential  issuance of common stock such as shares issuable pursuant to the
exercise of stock options,  assuming the exercise of all stock  options.  Common
share   equivalents   have  been  excluded  where  their   inclusion   would  be
anti-dilutive.

5       CONCENTRATIONS

The Company  maintains cash balances with financial  institutions  that at times
may exceed the limits  insured by the  Federal  Deposit  Insurance  Corporation.
Accounts   receivable  are   uncollateralized,   non-interest-bearing   customer
obligations due under normal trade terms  requiring  payment within 30 days from
the invoice  date.  Accounts  receivable  are stated at the amount billed to the
customer. Payments of accounts receivable are allocated to the specific invoices
identified on the customer's  remittance advice or, if unspecified,  are applied
to the oldest unpaid invoices.

The carrying amount of accounts  receivable is reduced by a valuation  allowance
that  reflect  the  Company's  best  estimate  of the  amounts  that  may not be

                                       9
<PAGE>
collected.  This  estimate  is based on reviews of all  balances in excess of 90
days  from  the  invoice  date.  Based  on this  assessment  of  current  credit
worthiness,  the Company estimates the portion, if any, of the balance that will
not be collected.  Management  also  considers the need for  additional  general
reserves and reviews its valuation allowance on a quarterly basis.

Accounts receivable at September 30, 2007 are approximated as follows:

Accounts receivable .................   $ 2,790,480
Accounts receivable - affiliate .....       248,597
Less: allowance for doubtful accounts      (132,967)
                                        -----------
Accounts receivable, net ............   $ 2,906,110
                                        ===========
6        STOCKHOLDERS EQUITY

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

STOCK OPTIONS

Activity under the Plan and issuances of options and/or  warrants for the period
ended September 30, 2007 is as follows:

                                                    Weighted Average
                                  Number of Shares   Exercise Price
                                  ---------------------------------
Outstanding at December 31, 2005     10,200,427     $     0.39
   Granted at fair value ........    40,000,000           0.04
   Forfeited ....................      (368,954)          1.83
   Exercised ....................          --              --
                                    -----------     ----------

Outstanding at December 31, 2006     49,831,473     $     0.10
   Granted at fair value ........          --              --
   Forfeited ....................       (12,500)           --
   Exercised ....................          --              --
                                    -----------     ----------
Outstanding at September 30, 2007   49,818,973      $     0.10
                                    ===========     ==========

INCREASE IN AUTHORIZATION OF COMMON STOCK

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

7         DISCONTINUED OPERATIONS

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

Cash received on sale .........................   $   250,000
                                                  ===========
Assets disposed of ............................     1,298,382
Liabilities disposed of .......................    (3,543,328)
                                                  -----------
Net gain on disposal  of assets and liabilities     2,244,946
                                                  ===========

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

On October 24, 2005, the GS CleanTech  Corporation  Board of Directors adopted a
plan to close the Paterson,  New Jersey recycling  facility operated by American
Metal Recovery  Corporation  ("AMRC").  The plan included the discontinuation of
the  operations of Metal Recovery  Transportation  Corporation  ("MRTC")  during
2005, as well. The decision to terminate operations at the Paterson facility was
made due to overall  economic  factors,  in particular the decreasing  volume of

                                       10
<PAGE>
inorganic,  metal  bearing  wastes  suitable  for  recycling.  AMRC  has  ceased
accepting waste and has removed all hazardous waste from the facility.  AMRC has
disposed  of all of the  equipment  and  cleaned  the  facility  as  required by
regulation and surrendered the premises on December 31, 2005. The results of the
recycling business are recorded as discontinued operations.
<TABLE>
The components of discontinued operations are as follows:
<CAPTION>
                                                                   2007           2006
                                                            -----------    -----------
<S>                                                         <C>            <C>
Net revenues ............................................   $      --      $ 3,154,573
Cost of revenues ........................................          --        1,854,103
                                                            -----------    -----------
     Gross profit .......................................          --        1,300,470
                                                            -----------    -----------
Selling, general and administrative expense .............          --          846,388
                                                            -----------    -----------
     Income from operations .............................          --          454,082
                                                            -----------    -----------
Other income and expenses, net ..........................          --          (66,042)
                                                            -----------    -----------
     Total other income and expense .....................          --          (66,042)
                                                            -----------    -----------
     Income before provision for income taxes ...........          --          338,039
Total provision for tax .................................        (3,069)       114,873
                                                            -----------    -----------
     Net income (loss) from discontinued operations .....        (3,069)       273,166
       Gain (loss) on disposal of discontinued operations          --             --
                                                            -----------    -----------
     Total income (loss) - discontinued operations ......   $    (3,069)   $   273,166
                                                            ===========    ===========
</TABLE>
The results presented above for 2007 and 2006 include the operating activity for
the discontinued operations for the nine month period. Assets and liabilities of
the  discontinued  businesses  were  reported as net assets and net  liabilities
(current and net of current) of discontinued operations at September 30, 2007.

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

Assets of discontinued operations
     Other assets .....................................   $   7,500
                                                          ---------
           Total assets of discontinued operations ....       7,500
                                                          =========
Current liabilities of discontinued operations:
     Accounts payable .................................     254,958
     Accrued expenses .................................     168,134
                                                          ---------
           Total liabilities of discontinued operations     423,092
                                                          ---------
Net liabilities of discontinued operations ............   $(415,592)
                                                          =========
8         DEPOSITS

In 2005, GS EnviroServices deposited $90,000 to satisfy a regulatory requirement
for the closure of the Lowell  location.  In accordance with the agreement,  the
trustee is TD Banknorth  and  beneficiary  is the  Massachusetts  Department  of
Environmental Protection.  Other deposits in the amount $18,860 are for security
deposits  on  property  leases,  deposits  on bid  bonds  and  deposits  for our
hazardous waste transporter permits.

9        GOODWILL AND INTANGIBLE ASSETS

The Company reviews its Goodwill  annually at December 31 each year for possible
impairment and more  frequently if events or changes in  circumstances  indicate
Goodwill might be impaired.  The fair value of the Company's  reporting units is
analyzed using a discounted  cash flow valuation  approach.  The discounted cash
flow calculation is made utilizing various  assumptions and estimates  regarding
future revenues and expenses, cash flow and discount rates. The assumptions used
are  sometimes  significantly  different  than  historical  results  due  to the
Company's current business initiatives.  If the Company fails to achieve results
in line with the assumptions used,  intangible assets may be impaired.  Possible
impairment may exist if the fair value  computed using the discounted  cash flow
valuation  approach  is lower than the  carrying  amount of the  reporting  unit
(including goodwill).  Further analysis would be required if possible impairment
exists by comparing the implied fair value of the reporting  unit,  which is the
excess of the fair value of the  reporting  unit over  amounts  assigned  to the
reporting unit's assets and liabilities,  to the carrying amount of goodwill. If
the carrying amount of the reporting unit's goodwill is greater than the implied
fair value,  an impairment  loss equal to the  difference  would be recorded and
goodwill  would be written  down.  As of September 30, 2007 the Company does not
believe any impairment of Goodwill or other intangible assets has occurred.

                                       11
<PAGE>

Intangible assets at September 30, 2007 include the following.

Patent ........................   $  50,000
Permits .......................     216,500
Accumulated amortization.......     (51,967)
                                  ---------
    Permits, net ..............   $ 214,533
                                  =========

Amortization  of  intangible  assets was  $10,581 and $8,179 for the nine months
ended September 30, 2007 and 2006 respectively.  Estimated  amortization expense
for future years is as follows:

2007 ..........................    $  3,528
2008 ..........................      14,094
2009 ..........................      14,094
2010 ..........................      14,094
2011 ..........................      14,094
Thereafter ....................     154,629
                                   --------
Total .........................    $214,533
                                   ========

10        PROPERTY AND EQUIPMENT

Property, plant and equipment consist of the following at September 30, 2007:

Land and building ...........   $   675,000
Furniture and fixtures ......        82,542
Machinery & equipment .......       275,300
Vehicles ....................     1,033,001
Computer equipment ..........        44,765
Corn oil extraction system...     1,469,449
Leasehold  improvements .....       145,699
                                -----------
                                  3,725,756
Less accumulated depreciation      (735,145)
                                -----------
Net fixed assets ............   $ 2,990,611
                                ===========

11        LINE OF CREDIT

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

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

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

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

                                       12
<PAGE>

12       FINANCING ARRANGEMENTS

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

Related party borrowings:
Note payable - affiliate ................................   $ 1,900,059
Note payable - related party ............................        30,000
                                                            -----------
     Total related party borrowings .....................   $ 1,930,059
                                                            ===========
Current portion of long term debt:
Vehicle loans and other installment loans ...............   $   184,452
                                                            -----------
     Total current portion of mortgages and notes payable   $   184,452
                                                            ===========
Convertible debentures, current:
YA Global convertible debenture (April 2006) ............     1,900,000
YA Global convertible debenture (April 2006) ............       740,068
YA Global convertible debenture (February 2007) .........     1,125,000
Kerns convertible debenture (March 2007) ................     1,000,000
Note discounts ..........................................      (924,187)
                                                            -----------
     Total current portion of convertible debentures ....   $ 3,840,881
                                                            ===========
Long-term debt, net of current portion:
Vehicle loan and other installment loans, net of current    $   339,897
                                                            -----------
     Total long term debt, net of current portion .......   $   339,897
                                                            ===========
Convertible debentures, non-current:
YA Global convertible debenture  (April 2006) ...........   $ 4,400,000
Note Discounts ..........................................    (2,200,000)
                                                            -----------
     Total convertible debentures, non-current ..........   $ 2,200,000
                                                            ===========

13        NOTES PAYABLE - AFFILIATES

On September 30, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital contribution to GS EnviroServices. As a result, $513,526 of notes
payable loan balance and accrued interest of $62,871 due from GS  EnviroServices
to GreenShift  was reduced to zero. The total balance was credited to additional
paid in capital. GreenShift is a shareholder of GS EnviroServices.  GreenShift's
CEO, Kevin Kreisler, is also Chairman of GS EnviroServices.

During the nine  months  ended  September  30,  2007,  the GS  CleanTech  and GS
Ethanol's loan balance due to GreenShift Corporation was reduced by $490,070. As
of September 30, 2007, the total loan balance due to GreenShift  Corporation was
$1,900,059. The note is payable upon demand and bears interest at a rate of 5%.

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

14       VEHICLE LOANS

The Company has vehicle  loans with  varying  interest  rates from 0% to 11.99%.
These loans have maturity  dates that range from August 2007 to June 2013. As of
September 30, 2007, vehicle notes totaled $524,349 with $184,452 currently due.

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

     Year                                                       Amount
     -------------------------------------------------------------------
     2007-2008                                             $    184,452
     2008-2009                                                  132,038
     2009-2010                                                  107,563
     2010-2011                                                   60,300
     2011 and thereafter                                         39,996
                                                           ------------
          Total minimum payments due under
           current and long-term obligations               $    524,349
                                                           ============

15         CONVERTIBLE DEBENTURES

In the first quarter of 2006,  five parties  assumed the debt of $3,500,000 from
another  convertible  debt holder of the  company.  In  exchange  for these debt
assumptions the company issued  convertible  debentures  totaling  $3,500,000 to
these parties.  As of December 31, 2006,  $311,523 of these  debentures were not
converted.  A breakdown of these transactions in the nine months ended September
30, 2007 is described below.

                                    13
<PAGE>
Serenity Capital, LLC

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

Cyrus Capital, LLC

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

Kerns Manufacturing

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

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

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

                                       14
<PAGE>
YA Global Investments, LP

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

On April 21, 2006 Global  purchased  from Laurus  Master Fund,  Ltd. the Secured
Minimum Borrowing Note and the Revolving Note that GS CleanTech issued to Laurus
on March 31, 2004. The aggregate debt, including accrued interest and penalties,
was  $2,193,047.  Subsequently  GS  CleanTech  agreed  with  Global to amend the
Revolving  Note such that its terms are now  identical  to the  Secured  Minimum
Borrowing Note. The debenture bears interest at a rate of the prime lending rate
plus 5%. GS CleanTech  also agreed to modify the  conversion  feature of the two
Notes. The debentures, as modified, may be converted by Global into common stock
at a  conversion  rate  equal to the lesser of (a) $0.10 per share or (b) 90% of
the lowest volume  weighted  average price for the thirty trading days preceding
conversion.  A  note  discount  of  $2,193,047  and a  derivative  liability  of
$18,444,715  were recorded at the assumption  date. As of September 30, 2007 the
balance due for  debenture  due to Global was  $740,068 and interest of $414,792
has been accrued.  During the nine months ended September 30, 2007, $229,377 was
converted  into  47,786,775  shares  of  Common  Stock.  Interest  expense  from
accretion of the debt discount was $116,786 and loss on the fair market value of
the derivative liability was $351,213.

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

On February 26, 2007, GS Carbon Corporation  entered into a Securities  Purchase
Agreement (the "February 2007 CCP Agreement"),  with YA Global Investments,  LP.
In  connection  with the February  2007  Agreement,  Global  purchased a secured
convertible  debenture  amounting to $1,125,000  due on February 26, 2009.  This
debenture was assumed by GS CleanTech on July 1, 2007 when the Company  acquired
the historical operating businesses of GS Carbon (see Note 25 - Acquisitions).

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

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

In addition the Company issued to Global a warrant to purchase 50,000,000 shares
of the  Company's  common  stock at $0.03 a share.  The value of the warrant was
calculated to be $712,125 at the time of the issuance  using the guidance  found

                                       15
<PAGE>
in APB  Opinion  14,  "Accounting  for  Convertible  Debt and Debt  issued  with
Detachable Stock Purchase Warrants" and was recorded as a discount. The discount
is  amortized  to  interest  expense  using  the  effective  interest  method of
amortization.  During the nine months ended September 30, 2007, interest expense
from accretion of the debt discount was $89,747.

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

GreenShift Corporation

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

The  following  is a summary  of GS  CleanTech's  convertible  debentures  as of
September 30, 2007:

Current portion of convertible debentures:

     Global, prime & 5%, due March 2007 ....................   $   740,068
     Kerns Manufacturing, due June 2007 ....................     1,000,000
     Global, 10%, due February 2009 ........................     1,125,000
     Global, 5%, due March 2008 ............................     1,900,000
  Less note discounts ......................................      (924,187)
                                                               -----------
     Total current portion of convertible debentures .......   $ 3,840,881
                                                               -----------
Convertible debt, net of current portion:
     Global, 5%, due March 2009 ............................   $ 4,400,000
     Less: debt discount ...................................    (2,200,000)
                                                               -----------
     Total convertible debentures, net of current maturities     2,200,000
     Total convertible debentures, net of discount .........   $ 6,040,881
                                                               ===========

The  following  chart  is  presented  to  assist  the  reader  in  analyzing  GS
CleanTech's  ability  to  fulfill  its  convertible  debenture  requirements  of
September 30, 2007 and GS CleanTech's ability to meet such obligations:

Year                                                           Amount
---- -------------------------------------------------------------------
2007-2008                                                    $ 4,765,068
2008-2009                                                      4,400,000
                                                             -----------
   Total                                                     $ 9,165,068
                                                             ============
16        EMBEDDED DERIVATIVES

In accordance with of SFAS No. 133,  "Accounting for Derivative  Instruments and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion  features  associated with the convertible  debentures (see note 10 -
Convertible  Debentures)  are variable and contain an embedded  derivative  that
requires  bifurcation from their hosts contacts.  The company has recognized the
embedded  derivatives  as a liability  at the date the  debentures  were issued.
During the nine months ended September 30, 2007, the change in the fair value of
the derivative resulted in an accounting gain of $3,405,607. Amortization of the
debt discount  totaled  $2,785,459.  As of September 30, 2007, the fair value of
the derivative liabilities was $7,273,647.

17        COMMITMENTS AND CONTINGENCIES

FACILITIES

GS  CleanTech's  corporate  headquarters  is located in New York,  New York,  in
offices  provided by GreenShift  Corporation.  There is no lease associated with
this location.  The Company maintains its engineering and manufacturing services
in Alpharetta,  Georgia. The Alpharetta lease is a one year term with a one year
option for renewal.  The monthly  lease  payment is $2,550 per month and expires
December 31, 2007. GS EnviroServices  leases properties in Sandwich and Milford,
Massachusetts  which houses their field services  operations and  administrative

                                       16
<PAGE>
offices. The lease in Sandwich,  Massachusetts terminates in July of 2009 with a
five year  option for  renewal.  The  monthly  lease  payment  for the  Sandwich
location is $1,575 per month. The lease in Milford,  Massachusetts terminates in
June 2010.  The monthly  lease  payment  for the Milford  location is $1,800 per
month.  GS  EnviroServices  recently  added  a new  field  service  location  in
Smithfield,  Rhode  Island.  The monthly  lease for the  Smithfield  location is
$2,600 per month and terminates in June 2008.  Additionally,  GS  EnviroServices
leases office space in  Plainville,  Connecticut,  which houses their  technical
services group. The Plainville,  Connecticut lease is on a month to month basis.
The monthly lease payment for the  Plainville  location is $2,726 per month.  GS
EnivroServices  owns  property in Lowell,  Massachusetts,  the location of their
RCRA  permitted  Treatment,  Storage and  Disposal  Facility  (TSDF).  The lease
obligations are as follows:

Year                                                         Operating Leases
------------------------------------------------------------------------------
2007                                                         $   25,575
2008                                                             56,100
2009                                                             29,475
2010                                                             10,800
                                                             ----------
     Total minimum lease payments                            $  121,950
                                                             ==========
OTHER CONTINGENCIES

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

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

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

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

Under the Company's  insurance  programs,  coverage is obtained for catastrophic
exposures,  as well as those risks  required  to be insured by law or  contract.
There  is  no  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.

18       GUARANTY AGREEMENT

On October 31, 2006 GS CleanTech guaranteed the following obligations:

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

     >>   3-year  Secured  Convertible  Debenture  in the  principal  amount  of
          $13,000,000   issued  by  GS  AgriFuels   Corporation   to  YA  Global
          Investments, LP.

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

On March 19, 2007, YA Global Investments,  LP and Stillwater  Asset-Backed Fund,
LP  consented  to  subordinate  their  security   interests  in  the  assets  of
Enviro-Safe  Corporation and Enviro-Safe  Corporation  (NE) to a credit facility
with a bank which was executed on May 31, 2007.

                                       17
<PAGE>
19       SEGMENT INFORMATION

GS CleanTech currently operates four business segments:  Technology Development,
Co-Product  Extraction,  Process  Engineering,  and  Environmental  Services (GS
EnviroServices). Summarized financial information about each segment is provided
below:
<TABLE>
<CAPTION>
                                           Technology     Co-Product       Process      Environmental
3 Months Ended 9/30/07        Corporate    Development     Extraction   Engineering         Services         Total
------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>                   <C>           <C>       <C>           <C>
Revenue
   2007                              --        364,335             --            --        3,975,197     4,339,532
   2006                              --        265,008             --            --        3,626,830     3,891,838

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

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

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

In 2003, GS CleanTech's  American Metals  Recovery,  Corp.  ("AMRC")  subsidiary
issued the Subsidiary  Preferred Equity, with a par value of $0.001.  Subsidiary
Preferred Equity holders were to receive a quarterly dividend ranging from 3% to
5% of AMRC's annualized revenue, limited to 30% of AMRC's operating income. AMRC
failed to generate  operating  income in 2006 and 2005;  therefore  no dividends
were payable in December  2006 and 2005.  The shares could not be  liquidated or
transferred.  In December 2004,  $100,000 of the Minority Interest was converted
into 500,000  shares of GS  CleanTech's  common stock and a five-year  option to
purchase  250,000 shares of GS CleanTech's  common stock at $0.10 per share.  In
February  2006,  $50,000 of the Minority  Interest was converted  into 1,666,667
shares of GS  CleanTech's  common  stock at $0.03  per  share.  In August  2007,
$72,000 of the Minority  Interest debt was converted into  10,000,000  shares of
common  stock.  The  remaining  balance of the Minority  Interest  debt totaling
$703,000  is  convertible  into GS  CleanTech  common  stock on the basis of the
average of the three lowest closing market prices of the Company's  common stock
for the thirty days preceding conversion.

21       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
The following is a summary of supplemental disclosures of cash flow information:
<CAPTION>
                                                                              2007        2006
                                                                          ----------   ----------
Cash paid during the year for the following:
<S>                                                                       <C>          <C>
    Interest ..........................................................   $   47,090   $   31,911
    Income taxes ......................................................       12,660         --
                                                                          ----------   ----------
           Total ......................................................       59,750       31,911
                                                                          ==========   ==========
Supplemental Schedule of Non-Cash Investing and Financing Activities:

Contribution of capital from debt and accrued interest due to affiliate   $1,146,536   $     --
Acquisition of equipment and/or vehicles with long-term debt ..........      231,797       70,917
                                                                          ----------   ----------
           Total ......................................................   $1,378,333   $   70,917
                                                                          ==========   ==========
</TABLE>
22       RETIREMENT PLAN

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

23       RELATED PARTY TRANSACTIONS

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

                                       18
<PAGE>
In July 2007, GS CleanTech sold its 10% investment in Ovation for $945,000.  The
Company  realized a $55,000 loss on the sale of this  investment.  The Company's
parent  received  the  $945,000  of  proceeds.  GS  CleanTech  recorded  a  note
receivable in the amount of $945,000 from the  Company's  parent.  These amounts
were subsequently forgiven and credited to additional paid in capital at the end
of the quarter.

During the periods ended  September 30, 2007 and September 30, 2006, the Company
had revenues of $63,600 and $4,000 respectively with affiliates. During the year
the GS CleanTech  and GS Ethanol  reduced  their loan balance due to  GreenShift
Corporation by approximately  $490,070. As of September 30, 2007, the total loan
balance due to GreenShift Corporation was $1,900,059. The note bears interest at
a rate of 5%.

On September 30, 2007, the Board of Directors of GreenShift Corporation voted to
make a capital  contribution  to GS  EnviroServices.  As a result  the  $576,397
intercompany  loan  balance  and  accrued  interest  due  from  the  Company  to
GreenShift  was reduced to zero.  The total  balance was credited to  additional
paid in capital. GreenShift is a shareholder of GS EnviroServices.  GreenShift's
CEO, Kevin Kreisler, is also Chairman of GS EnviroServices.

In an effort to clean up its balance sheet, the Company made a number of capital
contributions to related party intercompany balances. These balances have always
been  eliminated  in the  consolidation  of GreenShift  Corporation,  the parent
company.  The contribution of capital had no impact on the  profitability of the
Company as the  balances  were  recorded  against  additional  paid in  capital.
Contribution to capital included $523,597 due from Warnecke Design,  $313,305 in
amounts  due from  General  UltraSonics  and  Acme,  $358,026  due from  various
affiliates.  This resulted in an increase of  $1,194,928  in additional  paid in
capital.

During the nine months ended  September  30, 2007, GS Ethanol  borrowed  $30,000
from David  Winsness,  the Company's Chief  Executive  Officer.  The note is non
interest  bearing and payable upon demand.  The Company also  borrowed  $100,000
from Candent  Corporation.  Candent  Corporation is owned by a relative of Kevin
Kreisler,  Chairman and Chief Financial Officer of GS CleanTech. As of September
30, 2007, Candent Corporation made a capital contribution to the Company and the
amount owed was debited to additional paid in capital.

During the nine months ended  September  30, 2007 and  September  30, 2006,  the
Company paid $4,952 and $0, respectively to R. Green Management for services,  a
company owned and operated by a relative of James F. Green, President and CEO of
GS EnviroServices.

24       INCOME TAXES

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

The  provision  for income taxes as of September 30, 2007 and September 30, 2006
consisted of the following:

     Current provision:                    2007         2006
                                           ----         ----
     Federal ........................   $ 113,242    $   7,946
     State ..........................       4,512          912
                                        ---------    ---------
     Total current provision ........   $ 117,754    $   8,858
                                        =========    =========
Deferred provision for tax:
     Federal ........................   $  (4,485)   $    --
     State ..........................        --           --
                                        ---------    ---------
     Total deferred provision for tax   $  (4,485)   $    --
                                        =========    =========
Total provision for tax .............   $ 113,269    $   8,858
                                        =========    =========


                                       19
<PAGE>
The Company's total deferred taxes asset and valuation allowance as of September
30, 2007 are as follows:

NOL carry forwards ...........................................   $ 6,786,000
Differences in financial statement and tax accounting for:
Allowance for doubtful accounts receivable ...................        45,129
Property, equipment and intangible assets ....................       (13,515)
                                                                 -----------
     Net deferred tax asset ..................................     6,817,614
                                                                 -----------
Less valuation allowance .....................................    (6,772,485)
                                                                 -----------
          Total deferred tax asset, net of valuation allowance   $    45,129
                                                                 ===========

Allowance for doubtful accounts receivable ...................   $    45,129
                                                                 -----------
Property, equipment and intangible assets ....................       (13,515)
                                                                 -----------
Total deferred tax asset .....................................        31,614
Less valuation allowance .....................................        13,315
                                                                 -----------
          Total deferred tax asset, net ......................   $    45,129
                                                                 ===========

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

25             ACQUISITIONS

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

GS EnviroServices - Reverse Merger

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

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

                                       20
<PAGE>
GS EnviroServices - Acquisition of Vertex Environmental Services, Inc.

On April 9, 2007,  GS  EnviroServices  acquired  certain  assets of the Remedial
Construction  Group of Vertex  Environmental  Services,  Inc.  The  Company  has
incorporated  this team of professionals  with the field service division of the
Company's subsidiary Enviro-Safe Corporation. With this acquisition, the Company
will expand  operations  into the  southern  New  England  area with a new Rhode
Island  facility.  We  believe  this  acquisition  will  enhance  and expand our
business with minimal  capital outlay.  This expansion of our existing  services
through this  strategic  acquisition  will  generate  incremental  revenues from
existing and new  customers.  Operations  of this  acquisition  from the date of
acquisition   through  September  2007  have  been  included  in  the  Company's
consolidated  statement  of  operations.  FAS 141,  EITF 98-3 and APB 16 address
financial accounting and reporting for business combinations. In accordance with
these  statements,  the excess  purchase price over the assets acquired has been
recorded as goodwill.  The following table  summarizes the acquisition  detailed
above:

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

GS CleanTech - Acquisition of GS Carbon Corporation

On July 1, 2007 GS CleanTech  acquired certain assets from GS Carbon Corporation
including all of the capital stock of GS Carbon Trading,  Inc. GS Carbon Trading
owns minority  positions in the capital stock of Sterling  Planet,  Inc.,  Terra
Pass, Inc., Air Cycle Corporation,  General Ultrasonics  Corporation and General
Carbonics  Corporation.  In exchange for the capital stock in GS Carbon Trading,
GS  CleanTech  assumed  liability  to Cornell  Capital  Partners  under  certain
Convertible Debentures in the principal amount of $1,125,000 issued by GS Carbon
to  Cornell  Capital  Partners.  GS  CleanTech  is a  subsidiary  of  GreenShift
Corporation, which owned 85% of the equity in GS Carbon until June 30, 2007.

26       DISPOSITION OF ASSETS

During the nine months ended  September  30, 2007, GS CleanTech  liquidated  its
holdings in Ovation Products Corporation, TerraPass, Inc., Air Cycle Corporation
and General Hydrogen Corporation for $945,000,  $402,000, $335,000, and $135,223
respectively, in cash.

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

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

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

                                       21
<PAGE>

27       SUBSEQUENT EVENTS

On November 9, 2007,  the Company  announced  that the proposed  merger  between
GreenShift Corporation and the Company has been cancelled.

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

































                                       22
<PAGE>

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

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

OVERVIEW

GS CleanTech  Corporation  provides applied  engineering and technology transfer
services  based on clean  technologies  and  process  innovations  that  make it
cost-effective and easy to recycle and reuse resources.

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

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

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

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

GS Ethanol Technologies

Our  efforts  during  2006 and  2007 to date  were  focused  on  implementing  a
go-to-market   strategy  for   commercialization  of  our  corn  oil  extraction
technology.  These activities included:  (a) securing agreements for the sale of
early adopter installations of our technology at targeted qualified clients; (b)
the  installation  of our  technology  at these early adopter  clients;  (c) the
roll-out of our current  technology  usage program where our clients can use our
technology for no up-front cost; (d) the execution of term sheets and letters of
intent  with usage  clients to validate  our  business  model and to  facilitate
early-stage financing for our  commercialization  program; (e) the conversion of
these  letters  of  intent  into  executed  agreements  for  deployments  of our
technology  under our usage program;  and (f) the installation of our technology
at our clients' facilities under our usage program.

We acquired our  patent-pending  Corn Oil  Extraction  technology in 2005.  This
technology  efficiently  extracts  crude corn oil from a  co-product  of ethanol
production at rates and efficiencies  that outstrip any conventional  extraction
process.  Our business model for this technology is to offer it to participating
ethanol facilities for no up-front cost in return for the long-term right to buy
the extracted corn oil at a price equal to a discount off of diesel spot prices.

We have executed a number of agreements with ethanol  producers that provide for
the  extraction  of more than 50 million  gallons of crude corn oil from several
ethanol  facilities.   Two  early  adopter  extraction  systems  were  sold  and
commissioned  during 2006, and, in June 2007, we  commissioned  our first system
(in Oshkosh,  Wisconsin) where we retain the right to buy and sell the extracted
oil at rate indexed off of diesel spot prices. We have completed engineering and
purchased  the  long-lead  time and other  components  for 7 additional  systems
corresponding  to more than 10.5  million  gallons per year of  additional  oil.
These systems are scheduled for  installation  at a number of different  ethanol
facilities during the first 6 months of 2008. We are financing these deployments
with our cash flows and a form of mezzanine  project financing (not equity) that
we expect to close in the near term.

Our corn oil extraction  revenues during  installation of the Oshkosh extraction
system were  $102,594  during the three months ended  September  30, 2007.  This
revenue  run rate has  increased  in the fourth  quarter  2007 as this system is
currently operating at a rate of about 1.5 million gallons per year.

These  activities  accounted  for only about 1% of our  revenue  during the nine
months ended September 30, 2007, we have executed a number of agreements for the
extraction  of more than 50  million  gallons  of corn oil for  conversion  into
biodiesel  fuel and we have  developed  a  significant  pipeline  for  potential
additional sales of our corn oil extraction systems.  Accordingly,  our revenues
can be expected to increase as a percentage of overall sales as we  successfully
deploy our technologies  under our executed  agreements during 2007 and 2008 and
if we are able to  successfully  convert  our sales  prospects  into  additional
technology deployments.
                                       23
<PAGE>
Our focus for much of 2007 has been and will remain  resolved on delivering  our
technologies to the ethanol industry. A key aspect of our go-to-market  strategy
in the ethanol  sector is to forge  strategic  partnerships  to maximize  market
penetration and to quicken the rate of penetration.

As we achieve budgeted  milestones in our ethanol program,  GS CleanTech intends
to shift its focus towards the extraction,  beneficiation  and refining of other
co-products  and waste  products in other  agriproducts  based  industries,  the
municipal waste processing industry and the power generation industry.

GS EnviroServices

GS   EnviroServices   Inc.  owns  the  following  two  operating   subsidiaries:
Enviro-Safe   Corporation   and  Enviro-Safe   Corporation   (NE)  (f/k/a  Jones
Environmental  Services (NE),  Inc.),  hereinafter  referred to  collectively as
Enviro-Safe  or the  "Company".  These  companies are  environmental  management
companies  providing a variety of  services  to a broad  client base in both the
private and public  sectors.  We conduct  business  throughout the  northeastern
region of the United States and our services include:

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

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

The Company  provides a variety of  services to a broad  client base in both the
private and public sectors.  Our services include  collection and transportation
of industrial  wastes and site  remediation.  We provide our services and manage
our business through two major divisions:  Transportation  and Disposal Services
and Field  Services.  As of  September  30, 2007 we operated out of five service
centers: our Resource Conservation and Recovery Act (RCRA) Part B permitted TSDF
in Lowell,  Massachusetts;  our field  service  operation  centers in  Sandwich,
Massachusetts,   Smithfield,  Rhode  Island  and  Plainville,  Connecticut;  our
engineering and consulting center in Milford,  Massachusetts;  and our technical
services center also located in Plainville, Connecticut.

Enviro-Safe  is one of the  leading  providers  of safe,  environmentally  sound
hazardous waste management services in New England.  Quality field personnel and
flexible  service are the reasons for the growth of Enviro-Safe.  We now deliver
the following full range of services:

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

          o    Flammables, combustibles and other organics;
          o    Acids and caustics;
          o    Cyanides and sulfides;
          o    Items   containing   PCBs,  such  as  utility   transformers  and
               electrical light ballasts;
          o    Solids and sludge;
          o    Other regulated wastes; and
          o    Non-hazardous industrial waste.

     o    LAB PACK SERVICES. Enviro-Safe provides all the resources necessary to
          safely  package,  remove  and  dispose of aged  chemical  inventories,
          expired, surplus or waste chemicals,  reactives, and laboratory waste.
          Enviro-Safe  personnel  identify  and  classify  different  wastes and
          prepare a custom  waste  management  program  to meet the needs of its
          clients.  Enviro-Safe's  highly  qualified  and degreed  chemists will
          process  all  waste  according  to DOT,  EPA,  and  disposal  facility
          requirements.  Acceptable waste is shipped to our Part-B permitted TSD
          facility in Lowell, MA. After processing, the waste is transported for
          final disposal and/or treatment to an Enviro-Safe  approved  hazardous
          waste facility.

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

     o    REMEDIATION SERVICES.  Enviro-Safe Field Services offers comprehensive
          environmental contracting services to a wide variety of clients within

                                       24
<PAGE>

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

          o    Remediation Construction
          o    PCB Management & Disposal
          o    Petroleum Equipment Construction
          o    Environmental Construction

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

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












                                       25
<PAGE>

RESULTS OF OPERATIONS

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

Revenues

Total  revenues for the three months ended  September 30, 2007 were  $4,369,532,
representing  an increase of  $477,694,  or 12.3%,  over the three  months ended
September 30, 2006 revenues of $3,891,838.

Revenues  increased  $512,375  for the three months  ended  September  30, 2007,
compared  to the  three  months  ended  September  30,  2006  for the  Company's
environmental  services  division.  The  Company's  expansion  efforts  in field
services  have  contributed  to the increase in revenue.  In April of 2007,  the
Company completed the acquisition of the Remedial  Construction  Group of Vertex
Engineering (see  acquisitions).  This group accounted for increased revenues of
approximately $208,000 during the three months ended September 2007. During this
period the  transportation and disposal division completed a large scale project
which accounted for $225,000 of non-recurring  revenue. In addition, the Company
has  increased  their sales  efforts to promote  our  increased  field  services
capabilities through our existing client base.

The  Company's  processing  engineering  services  accounted  for  $347,994  and
$265,008  in revenue for the three  months  ended  September  30, 2007 and 2006,
respectively.  These  revenues  included  $102,594  in corn oil sales as well as
$245,400 from sales of COES  equipment for the three months ended  September 30,
2007 as compared to $265,008  from the sale of equipment  for the same period in
2006. The system  commissioned  during the three months ended September 30, 2007
is slowly producing an increased amount of corn oil which the Company is selling
to various buyers.

Cost of Revenues

Cost of revenues for the three months ended September 30, 2007 were  $3,161,040,
or 72.3% of revenue  compared  to  $2,839,837,  or 73.0% of revenue for the same
period in 2006.

Cost of revenue  increased  0.3% as a percentage  of sales for the quarter ended
September  30, 2007,  compared to the quarter  ended  September 30, 2006 for the
environmental  service  division.  During the three months ended September 2007,
the Company's  field services  division.  has seen  increased  revenues from our
expansion  efforts.  As the revenue mix in the company changes,  cost of revenue
will increase due to the profits attained from our field services divisions.

During  the three  months  ended  September  30,  2007,  the  Company's  process
engineering  services costs of revenue were $325,430 as compared to $245,689 for
the same  period in 2006.  These  costs  included  corn oil  expense of $66,937,
$8,593 in corn oil  royalties  related to the sale of corn oil and  $249,900  in
cost of equipment for sale as compared to $245,689 from the same period in 2006.

Included  within cost of revenue is  depreciation  and  amortization  expense of
$92,887 and $54,254 for the three months  ended  September  30, 2007,  and 2006,
respectively.  Depreciation and amortization  expense  increased by $38,632 over
the same  period in 2006.  This is  related  to assets  acquired  as part of the
acquisition  completed  in May of 2007 and capital  expenditures  to upgrade and
expand our operations.

Operating Expenses

Operating expenses for the three months ended September 30, 2007 were $1,155,689
or 26.4% of revenue  compared  to  $1,569,811,  or 40.3% of revenue for the same
period in 2006.  Included  in the three  months  ended  September  30,  2007 was
$278,602 in stock based compensation as compared to $50,000 for the three months
ended September 30, 2006. The increase in operating expenses is due primarily to
increases  in  personnel  and other  overhead  related to the opening of two new
field service locations.  In January 2007, we opened our field service center in
Plainville,  Connecticut.  We  completed  an  acquisition  in  May of  2007  and
subsequently opened our new field service center in Smithfield, Rhode Island.

Interest Expense

Interest  expense for the three  months  ended  September  30, 2007 was $315,488
representing an increase of $188,837 from $126,651 for the same period in 2006.

Expenses Associated with Derivative Instruments

Gain from the change in the fair  market  value of  derivative  liabilities  was
$186,909 for the three months ended  September 30, 2007 compared with $2,676,552
for the  three  months  ended  September  30,  2006.  Amortization  of  deferred
financing costs and debt discounts was $602,194 and $1,551,251, respectively.

Net Income or Loss

Net loss from continuing operations for the three months ended September 30,

                                       26
<PAGE>

2007,  was $732,681 as compared to a net loss of $97,691 from the same period in
2006.  The net  loss for the  three  months  ended  September  30,  2007 was due
primarily  to  increased  operating  expenses  for  new  business   initiatives,
adjustments  to the fair market value of the derivative  liability  instruments,
interest and  amortization  charges  associated with financing,  and issuance of
stock based compensation.

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

Revenues

Total  revenues for the nine months ended  September 30, 2007 were  $11,808,677,
representing  an increase of  $1,198,380,  or 11.3%,  over the nine months ended
September 30, 2006 revenues of $10,610,297

Revenues  increased  $1,123,430  for the nine months ended  September  30, 2007,
compared  to the  nine  months  ended  September  30,  2006  for  the  Company's
environmental services division. The environmental  division's expansion efforts
in field services have contributed to the increase in revenue. In April of 2007,
the Company  completed the  acquisition  of the Remedial  Construction  Group of
Vertex  Engineering  (see  acquisitions).  This group  accounted  for  increased
revenues of approximately  $620,000 during the nine months ended September 2007,
During this period,  the  transportation and disposal division completed a large
scale  project  which  accounted  for  $225,000  of  non-recurring  revenue.  In
addition, the Company has increased their sales efforts to promote our increased
field services capabilities through our existing client base.

The Company's processing  engineering services revenue for the nine months ended
September  30, 2007 was  $532,274  as  compared to $457,324  for the nine months
ended  September 30, 2006.  Of this revenue,  $194,424 was derived from corn oil
sales and $337,850  from the sale of COES  equipment as compared to $457,324 for
the sale of COES equipment for the same period in 2006.

Cost of Revenues

Cost of revenues for the nine months ended  September 30, 2007 were  $8,388,826,
or 71.0% of revenue  compared  to  $7,821,447,  or 73.7% of revenue for the same
period in 2006.

Cost of revenue  decreased  2.7% as a  percentage  of sales for the nine  months
ended  September 30, 2007,  compared to the nine months ended September 30, 2006
for the environmental services division.  During the nine months ended September
2007, the Company's field services division has seen increased revenues from our
expansion  efforts.  As the revenue mix in the company changes,  cost of revenue
will increase due to the profits attained from our field services divisions.

During  the  nine  months  ended  September  30,  2007,  the  Company's  process
engineering  services  costs of revenue was $434,283 as compared to $388,202 for
the same period in 2006.  These  costs  included  corn oil expense of  $131,230,
$8,593 in corn oil  royalties  and  $294,460  in cost of  equipment  for sale as
compared to $388,202 for the cost of equipment for the same period in 2006.

Included  within cost of revenue is  depreciation  and  amortization  expense of
$243,944  and  $158,769  for the nine  months  ended  June 30,  2007,  and 2006,
respectively. Depreciation and amortization expense increased by $85,175over the
same  period  in  2006.  This  is  related  to  assets  acquired  as part of the
acquisition  completed  in May of 2007 and capital  expenditures  to upgrade and
expand our operations.

Operating Expenses

Operating expenses for the nine months ended September 30, 2007 were $4,416,184,
or 37.4% of revenue  compared  to  $6,305,777,  or 59.4% of revenue for the same
period  in 2006.  Included  in the nine  months  ended  September  30,  2007 was
$479,018 in stock based  compensation  as  compared to  $1,670,000  for the nine
months  ended  September  30, 2006.  The  increase in operating  expenses is due
primarily to increases in personnel and other overhead related to the opening of
two new field service locations. In January of 2007, we opened our field service
center in  Plainville,  Connecticut.  We completed an acquisition in May of 2007
and  subsequently  opened  our new field  service  center in  Smithfield,  Rhode
Island.

Included  in the SG&A  costs in 2006 were  organizational  costs  related to the
reverse  merger (see acquisitions). The  company  will  continue  its efforts to
streamline its costs and operate efficiently.

Interest Expense

Interest  expense for the nine months  ended  September  30, 2007 was  $765,528,
representing an increase of $475,905 from $289,623 for the same period in 2006.

                                       27

<PAGE>

Expenses Associated with Derivative Instruments

Gain from the change in the fair  market  value of  derivative  liabilities  was
3,405,607 for the nine months ended  September 30, 2007 compared with $3,135,380
for the nine months ended September 30, 2007. Amortization of deferred financing
costs and debt discounts was $2,886,570 and $5,475,605, respectively.

Net Income or Loss

Net income from  operations  for the nine months ended  September 30, 2007,  was
$542,187 as  compared  to a loss from  operations  of  $7,162,032  from the same
period in 2006.  Net gain from  discontinued  operations of $2,491,877  for nine
months ended  September 30, 2007 and net gain of $273,166 for the same period in
2006 were included in the above figures.  Net of  discontinued  operations,  the
loss of  $1,797,815  for the  nine  months  ended  September  30,  2007  was due
primarily  to  increased  operating  expenses  for  new  business   initiatives,
adjustments  to the fair market value of the derivative  liability  instruments,
interest and  amortization  charges  associated with financing,  and issuance of
stock based compensation.

Despite the 11.3%  increase in  revenues,  net loss from  continuing  operations
during the nine months ended September 30, 2007 was  $1,797,815,  a decline from
the $6,753,604 loss recorded in the same period of 2006. The two primary reasons
for the  magnitude  of the  previous  period's  nine  month  loss were  expenses
attributable  to the  transition  from  technology  development to mature market
execution and expenses attributable to past financing activities.  Specifically,
during the recent nine month period the Company  incurred  substantial  expenses
attributable to:

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

Management  expects  the  magnitude  of  those  three  items  of  expense  to be
non-recurring,  although the future  effect of adjusting  derivatives  to market
value will depend on future  changes in the stock prices of  GreenShift  and its
subsidiaries.  To clarify the effect of these  one-time  charges  and  financing
charges on GreenShift's results, the following table reconciles the reported net
income/(loss) of GreenShift and its subsidiaries on an unconsolidated basis with
adjusted EBITDA (a non-GAAP measure of performance):
<TABLE>
<CAPTION>
Three Months Ended 9/30/07                                           GS CleanTechGS    EnviroServices              Total
------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>              <C>
Income (Loss)                                                        $  (855,933)        $    123,842     $    (732,091)
Interest                                                                  342,692              33,423            376,115
Depreciation & Amortization                                                11,347              69,967             81,314
Amortization of debt discount and deferred financing costs                602,193                  --            602,193
Unrealized Gains/Losses on Derivatives                                  (186,909)                  --          (186,909)
Realized Gains/Losses on Sale of Discontinued Operations                  (3,069)                  --            (3,069)
Stock-based Compensation                                                       --              28,999             28,999
Other Non-recurring Items                                                      --                  --                 --
Taxes                                                                       1,079              25,961             27,040
------------------------------------------------------------------------------------------------------------------------
Adjusted EBITDA                                                      $   (88,600)        $    282,192     $      193,592
</TABLE>


<TABLE>
<CAPTION>
Nine Months Ended 9/30/07                                            GS CleanTech        GS EnviroServices         Total
------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>              <C>
Income (loss)                                                        $    252,195        $    289,992     $      542,187
Interest                                                                  855,059              77,702            932,761
Depreciation & amortization                                                34,042             209,902            243,944
Amortization of debt discount and deferred financing costs              2,886,570                  --          2,886,570
Unrealized gains/losses on derivatives                                (3,405,607)                  --        (3,405,607)
Realized gains/losses on sale of discontinued operations              (2,491,877)                  --        (2,491,877)
Stock-based compensation                                                  416,751              62,267            479,018
Other non-recurring items                                                 151,875                  --            151,875
Taxes                                                                       1,079             112,190            113,269
------------------------------------------------------------------------------------------------------------------------
Adjusted EBITDA                                                      $(1,299,913)        $    752,053     $    (547,860)
</TABLE>

DERIVATIVE LIABILITIES

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

The principal amount on our convertible  debentures due to Global was $9,165,067
as of September 30, 2007 and the unamortized  note discount was $3,124,187.  For
the quarter  ended  September  30,  2007,  we  recognized  interest  expense for
accretion of the debt discount of  $2,785,459  and a gain for the change in fair
value of the  derivative  of $3,405,607  for these  debentures.  The  derivative
liability as of September 30, 2007 was $7,273,647.

                                    28
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our primary  source of liquidity is cash provided by financing  activities.  For
the nine  months  ended  September  30,  2007,  net cash  used by our  operating
activities  was  $613,735  as  compared  to the net cash  used by our  operating
activities  of  $5,003,909  for the nine months ended  September  30, 2006.  The
Company's  capital  requirements  consist  of  general  working  capital  needs,
scheduled  principal  and  interest  payments on debt,  obligations  and capital
leases and planned capital expenditures. The Company's capital resources consist
primarily of cash generated  from  operations and proceeds from issuance of debt
and common  stock.  The Company's  capital  resources are impacted by changes in
accounts  receivable as a result of revenue  fluctuations,  economic trends, and
collection activities. At September 30, 2007 the Company had cash of $442,879.

At  September  30, 2007,  accounts  receivable,  net of  allowance  for doubtful
accounts, totaled $2,906,110, and inventories totaled $354,972. Accounts payable
and accrued expenses totaled $3,784,102.

For the nine months ended  September 30, 2007, we used $2,040,144 from investing
activities, and provided cash from financing activities of $2,646,131.

The Company had a working  capital deficit of $14,848,652 at September 30, 2007,
which includes derivative  liabilities of $7,273,647 and convertible  debentures
of $3,840,881, net of discounts.

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

BUSINESS RISK FACTORS

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

                       I. Risks Attendant to our Business

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

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As of September 30, 2007 the
Company had $442,879 in cash, and current liabilities exceeded current assets by
$15,903,875 including $7,273,647 in derivative liabilities.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.

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

Our business of  rendering  services in  connection  with  management  of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages.  Such  liability  could  involve,  without  limitation,  claims for
clean-up  costs,  personal injury or damage to the environment in cases in which
we are held  responsible for the release of hazardous  materials;  and claims of
employees,  customers,  or third parties for personal  injury or property damage
occurring in the course of our operations. We could also be deemed a responsible
party  for the cost of  cleaning  any  property  which  may be  contaminated  by
hazardous   substances  generated  by  us  and  disposed  at  such  property  or
transported  by us to a site  selected  by us,  including  properties  we own or
lease.

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

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

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

                                       29
<PAGE>
Because the  environmental  industry  continues  to develop  rapidly,  we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.

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

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

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

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

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

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

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

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

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

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

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

A  significant  portion of our  operations  have been acquired or started in the
last 24 months.  Therefore,  our experience in operating the current business is
limited.  Further,  we intend to pursue  additional  acquisitions to further the
development  of our clean  technology,  agrifuels,  and  environmental  services

                                       30
<PAGE>
businesses.  Most of our senior  executives are recently hired and consequently,
internal  communication and business-decision  making processes are evolving. We
may react too  slowly or  incorrectly  to trends  that may emerge and affect our
business.  Our future success depends on the ability of the senior executives to
establish an effective organizational structure and to make effective management
decisions despite their limited experience.

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

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

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

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

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

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

Our business  plans will fail if it is unable to obtain  substantial  additional
capital on acceptable terms.

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

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

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

                II. Risks Attendant to our Corporation Structure

The conversion of our  convertible  debentures,  the exercise of our outstanding
warrants and could cause the market  price of our common stock to fall,  and may
have dilutive and other effects on our existing stockholders.

                                      31
<PAGE>
As of  September  30,  2007,  the  conversion  of  our  outstanding  convertible
debentures,  and the  exercise of our  outstanding  warrants  and options  could
result in the issuance of up to 295,889,109 shares of common stock, assuming all
outstanding  warrants and options are currently  exercisable.  Potential  future
dilutive   securities  include  50,000,000  shares  issuable  under  outstanding
warrants, 49,818,973 in outstanding options, and 196,070,136 shares issuable for
the  conversion  of  convertible  debentures.  Such  issuances  would reduce the
percentage of ownership of our existing  common  stockholders  and could,  among
other  things,  depress  the  price  of our  common  stock.  This  result  could
detrimentally  affect  our  ability  to  raise  additional  equity  capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.

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

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

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

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

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

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

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

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

          III. Risks Factors Attendant to Ownership of our Common Stock

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

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

                                     32
<PAGE>
Existing  shareholders may experience  significant dilution from our issuance of
shares to Global Capital Partners.

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

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

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

Our common stock price may be volatile.

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

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

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

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

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


ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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








                                       33
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

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

From time to time during the nine months ended  September  30, 2007 GS CleanTech
issued  a total of  47,786,775  shares  to YA  Global  Investments,  LP upon its
partial conversion of the Secured Minimum Borrowing Note in the aggregate amount
of $229,377.  The sales were exempt  pursuant to Section 4(2) of the  Securities
Act  since  the  sales  were not made in a public  offering  and were made to an
entity whose  principals had access to detailed  information  about GS CleanTech
and were  acquiring  the  shares for the  entity's  own  account.  There were no
underwriters.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

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

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

None.

ITEM 5.           OTHER INFORMATION

Item 2.01  Completion of Acquisition of Assets

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

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

Item 1.02  Termination of a Material Definitive Agreement

On November 12, 2007 GS  CleanTech  and GS  AgriFuels  agreed to  terminate  the
license  agreement  dated July 1, 2007  pursuant to which GS AgriFuels  had been
obtaining raw materials from GS CleanTech.  GS CleanTech will continue to supply
raw  materials to GS  AgriFuels,  but on terms to be  determined  at the time of
shipment.

ITEM 6.           EXHIBITS

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

Exhibit Number             Description


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

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

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


                                       34

<PAGE>



                                   SIGNATURES

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

GS CLEANTECH CORPORATION

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

Date:                   November 14, 2007

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

Date:                   November 14, 2007
























                                       35