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

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

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

                          COMMISSION FILE NO.: 0-50469


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


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


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


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

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

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

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes    No X
                                   ---   ---
The number of  outstanding  shares of common  stock as of November  20, 2009 was
3,116,171,820.



<PAGE>



<TABLE>

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

                                TABLE OF CONTENTS



<CAPTION>

                                                                                                         Page No
Part I -  Financial Information

<S>       <C>                                                                                               <C>
Item 1    Financial Statements (unaudited) ..................................................................4

          Condensed Consolidated Balance Sheet as of September 30, 2009 (unaudited) and
          December 31, 2008..................................................................................5

          Condensed Consolidated Statements of Operations for the Three and Nine Month Periods
          Ended September 30, 2009(unaudited) and 2008 (unaudited)...........................................6

          Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
          September 30, 2009 (unaudited) and 2008 (unaudited)................................................7

          Statement of Stockholders' Equity - Year Ended December 31, 2008 and Nine
          Months Ended September 30, 2009 (unaudited)........................................................8

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

Item 2    Management's Discussion and Analysis of Financial Condition and Results of Operations ............25

Item 3    Quantitative and Qualitative Disclosures about Market Risk........................................31

Item 4    Controls and Procedures ..........................................................................31

Part II - Other Information

Item 1    Legal Proceedings ................................................................................32

Item 1A   Risk Factors .....................................................................................33

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds ......................................33

Item 3    Defaults upon Senior Securities ..................................................................33

Item 4    Submission of Matters to a Vote of Security Holders...............................................33

Item 5    Other Information ................................................................................33

Item 6    Exhibits..........................................................................................34


Signatures                                                                                                  30


</TABLE>





                                       2
<PAGE>


Basis of Presentation

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

Market and Industry Data Forecasts

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

Forward Looking Statements

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

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

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

                                       3

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS (UNAUDITED)

































                                       4
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
           AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008
<CAPTION>
                                                                                         9/30/2009       12/31/2008
                                                                                     ------------------------------
ASSETS
Current assets:
<S>                                                                                  <C>              <C>
   Cash ..........................................................................   $        --      $      10,028
   Accounts receivable, net of allowance of doubtful
    accounts of $4,731,238 and $46,962 ...........................................         173,079          733,768
   Inventories ...................................................................         616,056          616,056
   Cost and earnings in excess of billings .......................................            --            175,592
   Project development costs .....................................................         379,355          379,355
   Assets to be disposed, current ................................................            --          1,006,343
   Due from affiliates ...........................................................         119,230             --
   Prepaid expenses and other assets .............................................         353,184          111,125
                                                                                     -------------    -------------
     Total current assets ........................................................       1,640,904        3,032,267
                                                                                     -------------    -------------
Other Assets:
   Property and equipment, net ...................................................      10,564,064       11,125,547
   Deposits ......................................................................         213,634          213,634
   Construction in progress ......................................................       5,302,564        4,541,554
   Accrued interest receivable ...................................................          16,898             --
   Note receivable ...............................................................         500,000             --
   Intangible assets, net ........................................................         654,063           42,959
   Deferred financing costs, net .................................................            --            390,464
   Minority investments ..........................................................       2,501,324        2,501,324
   Goodwill ......................................................................            --          7,281,993
   Assets to be disposed, net of current .........................................            --         12,995,691
                                                                                     -------------    -------------
     Total other assets ..........................................................      19,752,547       39,093,166
                                                                                     -------------    -------------
TOTAL ASSETS .....................................................................   $  21,393,451    $  42,125,433
                                                                                     =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
   Line of credit ................................................................   $  11,111,111    $  11,044,838
   Accounts payable and accrued expenses .........................................      14,028,522       14,551,651
   Accrued interest payable ......................................................       8,221,688        6,603,228
   Accrued interest payable - related party ......................................         405,274          179,711
   Billings in excess of earnings ................................................            --             13,576
   Income tax payable ............................................................          45,000           45,000
   Current portion of long term debt .............................................       8,389,698        8,785,668
   Convertible debenture - related party debt, net of discount ...................       5,219,438        1,900,333
   Current portion of convertible debentures, net of discount ....................      19,108,654       11,792,387
   Other current liabilities .....................................................         521,066          604,587
   Liabilities of discontinued operations, current ...............................         363,228          363,228
   Contingent amounts due to minority shareholders
    of consolidated subsidiaries .................................................         932,328          932,328
   Liabilities to be disposed ....................................................            --          3,526,617
                                                                                     -------------    -------------
     Total current liabilities ...................................................      68,346,005       60,343,152
                                                                                     -------------    -------------
Long term liabilities:
   Long term debt, net of current ................................................         373,250          964,028
   Asset retirement obligation ...................................................         248,221          247,462
   Liabilities to be disposed, non-current .......................................            --         19,328,095
   Convertible debentures, net of current ........................................       8,458,693       21,188,196
                                                                                     -------------    -------------
     Total long term liabilities .................................................       9,080,164       41,727,781
Total liabilities ................................................................      77,426,169      102,070,933
                                                                                     -------------    -------------
Stockholders' equity (deficit)
   Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized:
     Series B: 2,498,123 and 2,512,037 shares issued and outstanding, respectively           2,498            2,519
     Series D: 799,954 and 800,000 shares issued and outstanding, respectively ...             800              800
     Series E: 0 and 20,000 shares issued and outstanding, respectively ..........            --                 20
   Common stock, $0.001 par value, 500,000,000 authorized;
    701,528,167 and 85,891,214, shares issued and outstanding, respectively ......         701,528           95,144
   Additional paid-in capital ....................................................      87,950,901       76,878,929
   Accumulated deficit ...........................................................    (144,698,118)    (136,932,585)
                                                                                     -------------    -------------
Total stockholders' equity (deficit) .............................................     (56,042,391)     (59,955,173)
                                                                                     -------------    -------------
   Non-controlling interest in subsidiary ........................................           9,673            9,673
                                                                                     -------------    -------------
     Total equity (deficit) ......................................................     (56,032,718)     (59,945,500)
                                                                                     -------------    -------------
TOTAL LIABILITIES AND EQUITY (DEFICIT) ...........................................   $  21,393,451    $  42,125,433
                                                                                     =============    =============

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

<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                   (UNAUDITED)
<CAPTION>
                                                             3 Months Ended September 30       9 Months Ended September 30
                                                          ------------------------------    ------------------------------
                                                                   2009             2008             2009            2008
                                                          -------------    -------------    -------------  ---------------
                                                                              (RESTATED)                        (RESTATED)
<S>                                                       <C>              <C>              <C>              <C>
Revenue ...............................................   $     927,817    $   2,494,602    $   2,960,501    $  11,352,176
Cost of revenues ......................................         830,249        1,781,546        2,824,636        5,827,445
                                                          -------------    -------------    -------------    -------------
  Gross profit ........................................          97,568          713,056          135,864        5,524,731
                                                          -------------    -------------    -------------    -------------
Operating expenses:
   General and administrative expenses ................         878,054          537,660        2,813,532        2,560,377
   Selling expenses ...................................           7,708           89,338           28,763          133,014
   Research and development ...........................            --            (13,475)            --             18,732
   Bad debt expense ...................................         396,822             --          4,712,026             --
   Write-down of assets ...............................            --               --             28,895             --
   Amortization of intangibles ........................            --            525,000             --          1,575,000
   Gain/Loss on disposal of equipment .................           4,244         (164,382)           4,244         (164,382)
   Impairment of goodwill .............................            --               --          7,281,993             --
   Stock based compensation ...........................            --             33,176             --            370,009
                                                          -------------    -------------    -------------    -------------
     Total operating expenses .........................       1,286,828        1,007,317       14,869,543        4,492,750
                                                          -------------    -------------    -------------    -------------
Income (loss) from operations .........................      (1,189,260)        (294,262)     (14,733,679)       1,031,980
                                                          -------------    -------------    -------------    -------------
Other income (expense):
   Interest income ....................................          15,123           (2,452)          16,899           (2,452)
   Loss on disposal and impairment of investments .....            --           (685,333)            --         (3,425,068)
   Amortization of debt discount & deferred financing .        (294,621)        (579,424)        (671,389)      (1,569,576)
   Other income (expense) .............................          93,317          (19,010)         174,133           26,525
   Conversion liabilities .............................        (126,919)        (104,011)        (823,303)        (224,606)
   Conversion liabilities- affiliate ..................        (325,252)            --           (451,807)            --
   Interest expense - affiliate .......................        (185,743)         (35,871)        (272,528)         (91,547)
   Interest expense ...................................      (1,381,442)      (1,449,017)      (4,351,582)      (4,169,181)
                                                          -------------    -------------    -------------    -------------
     Total other income (expense), net ................      (2,205,536)      (2,875,118)      (6,379,576)      (9,455,906)
                                                          -------------    -------------    -------------    -------------
Loss before minority interest and income taxes ........      (3,394,796)      (3,169,380)     (21,113,255)      (8,423,925)

Noncontrolling interest in net loss of
  consolidated subsidiaries ...........................            --              2,489             --              8,908
                                                          -------------    -------------    -------------    -------------
Loss before provision for income taxes ................      (3,394,796)      (3,166,891)     (21,113,255)      (8,415,017)

(Provision for)/benefit from income taxes .............            --             (8,229)         402,347           (8,229)
                                                          -------------    -------------    -------------    -------------
Loss from continuing operations .......................      (3,394,796)      (3,175,120)     (20,710,907)      (8,423,246)
                                                          -------------    -------------    -------------    -------------
Discontinued Operationss
Gain from disposal of discontinued operations .........            --               --         14,452,069             --
Income (loss) from discontinued operations ............         (69,353)      (2,554,787)      (1,236,709)      (3,114,859)
                                                          -------------    -------------    -------------    -------------
   Total income (loss) from discontinued operations ...         (69,353)      (2,554,787)      13,215,374       (3,114,859)
                                                          -------------    -------------    -------------    -------------

Net income (loss) .....................................   $  (3,464,149)   $  (5,729,907)   $  (7,495,533)   $ (11,538,106)
                                                          =============    =============    =============    =============

Priority Return-Mandatorily Redeemable Preferred Equity            --               --           (270,000)            --
                                                          -------------    -------------    -------------    -------------

Net income (loss) attributable to common shareholders .   $  (3,464,149)   $  (5,729,907)   $  (7,765,533)   $ (11,538,106)
                                                          =============    =============    =============    =============

Weighted average common shares outstanding
Basic and diluted .....................................     515,637,281       35,515,574      353,700,714       67,982,782

Earnings (loss) per share

Loss from continuing operations .......................   $       (0.01)   $       (0.09)   $       (0.06)   $       (0.12)
Income (loss) from discontinued operations ............            --              (0.07)            0.04            (0.05)
                                                          -------------    -------------    -------------    -------------
Net income (loss) per share - basic and diluted .......   $       (0.01)   $       (0.16)   $       (0.02)   $       (0.17)
                                                          =============    =============    =============    =============


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

</TABLE>

                                       6

<PAGE>

<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)
<CAPTION>
                                                                                               RESTATED
                                                                    9 Months Ended       9 Months Ended
                                                                September 30, 2009   September 30, 2008
                                                                ---------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                   <C>                <C>
   Net loss ....................................................      $ (7,495,533)      $(11,538,106)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
   Depreciation and amortization ...............................           890,039            855,378
   Amortization of intangibles .................................           138,897          1,561,305
   Amortization of debt discount and deferred financing costs ..           675,056          1,213,718
   Gain on disposal of subsidiary ..............................       (14,451,979)              --
   Change in net assets to be disposed of ......................         5,599,302           (291,051)
   Interest from conversion liability ..........................         1,289,013            224,606
   Stock based compensation ....................................              --              370,009
   Accretion of asset retirement obligation ....................             1,036               --
   Loss on disposal of investment ..............................              --            3,425,068
   Loss on disposal of fixed assets ............................             4,242               --
   Write-down of assets ........................................            28,985               --
   Loss on impairment of goodwill ..............................         7,281,993               --
   Bad debt expense ............................................         4,709,276               --
   Change in minority interest .................................              --              (20,000)
Change in assets and liabilities, net of acquisitions
   Accounts receivable .........................................        (4,148,587)           731,947
   Restricted cash .............................................               324            121,779
   Prepaid expenses ............................................            34,456            871,230
   Deposits ....................................................           (83,521)          (262,600)
   Inventory ...................................................              --            3,938,502
   Costs in excess of earnings .................................           175,592         (1,691,851)
   Deferred financing fees .....................................              --              (99,830)
   Accrued interest ............................................         4,228,283          3,383,958
   Accrued interest - related party ............................           225,563             83,332
   Billings in excess of cost ..................................           (13,576)          (887,671)
   Accounts payable and accrued expenses .......................           277,773          3,091,326
   Other current liabilities ...................................              --              136,435
   Deferred income taxes .......................................              --              (59,630)
   Deferred revenue ............................................              --           (1,037,327)
                                                                      ------------       ------------
         Net cash provided by (used in) operating activities ...          (683,366)         4,120,528
                                                                      ------------       ------------
CASH FLOW FROM INVESTING ACTIVITIES
   Cash paid for acquisition ...................................              --              (80,000)
   Cash acquired from acquisition ..............................              --                 --
   Construction in progress ....................................          (761,010)        (4,862,842)
   Divestiture of subsidiary ...................................              --            1,000,000
   Proceeds from sale of equipment .............................            55,440            (90,901)
   Additions to and acquisition of property, plant and equipment          (425,048)        (6,346,132)
                                                                      ------------       ------------
      Net cash (used in) investing activities ..................        (1,130,618)       (10,379,875)
                                                                      ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of line of credit .................................              --           (1,635,765)
   Proceeds from loan receivable - related party ...............          (115,618)            (3,681)
   Proceeds from long term debt ................................            45,035            713,582
   Proceeds from convertible debentures ........................              --            2,484,579
   Repayment of convertible debentures - related party .........         1,895,858               --
   Repayment of short term borrowings - affiliate ..............            (8,021)        (1,530,849)
   Proceeds from line of credit ................................              --           19,987,808
   Cash paid to minority shareholders ..........................              --             (820,827)
   Repayment of long term debt .................................           (12,973)        (2,880,310)
                                                                      ------------       ------------
      Net cash provided by financing activities ................         1,804,280          6,313,537
                                                                      ------------       ------------
   Net increase (decrease) in cash .............................      $     (9,704)      $     54,190
   Cash at beginning of period .................................             9,704            486,993
                                                                      ------------       ------------
   Cash at end of period .......................................      $       --         $    541,183
                                                                      ============       ============

        The notes to the Condensed Consolidated Financial Statements are
                     an integral part of these statements.
</TABLE>
                                       7
<PAGE>

<TABLE>

                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 2008 AND
                NINE MONTHS ENDED SEPTEMBER 30, 2009 (UNAUDITED)

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

Conversion of Series B                 --       --  (21,096)    (21)     --      --       --       --      --       --
Preferred Stock to Common
Shares issued for conversion           --       --       --       --     --      --       --       --      --       --
of debentures
Conversion of Series D                 --       --       --       --     --      --     (46)       --      --       --
Preferred Stock to Common
Cancellation of shares                 --       --       --       --     --      --       --       --  (20,000)   (20)
Net loss                               --       --       --       --     --      --       --       --      --       --
                                ---------- -------- -------- -------- ------ ------- -------- -------- ------- --------
Balance at 9/30/09 (Unaudited)         --       -- 2,498,123  $ 2,498    --      --  799,954    $ 800      --     $ --
                                ========== ======== ======== ======== ====== ======= ======== ======== ======= ========





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

</TABLE>
                                       8

<PAGE>


<TABLE>


                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 2008 AND
                NINE MONTHS ENDED SEPTEMBER 30, 2009 (UNAUDITED)

<CAPTION>
                                                                      Non-controlling   Additional
                                                                          Interest in      Paid-in  Accumulated
                                                           Common Stock    Subsidiary      Capital      Deficit   Total Equity
                                               ------------ ------------ ------------- ------------ ------------ -------------
                                                    Shares       Amount        Amount       Amount       Amount        Amount
                                               ------------ ------------ ------------- ------------ ------------ -------------
<S>                                             <C>            <C>             <C>     <C>          <C>          <C>
Balance at 12/31/07                             30,693,083     $ 30,693            --  $66,175,522  $(91,821,644)$(25,613,224)
                                               ============ ============ ============= ============ ============ =============
Non-controlling interest investment in                  --           --        25,000           --           --        25,000
subsidiary
Adjustment of conversion of subsidiary                  --           --            --      183,373           --       183,373
minority interest
Shares issued for conversion of debentures      11,000,597       11,000            --      543,657           --       554,657
Adjustment for transfer of entity under                 --           --            --     (27,800)           --      (27,800)
common control
Stock based compensation                           850,000          850            --       50,550           --        51,400
Cancellation of debt - related party                    --           --            --    2,952,968           --     2,952,968
Conversion of minority interest                     25,084           25            --        1,229           --            --
Repurchase of subsidiary stock                          --           --            --  (1,950,000)           --   (1,950,000)
Cancellation of debt - related party                    --           --            --      293,085           --       293,085
Conversion of Series B Preferred Stock to        6,797,634        6,798            --      (6,647)           --            --
Common
Issuance of Series B Preferred Stock to                 --           --            --    7,215,308           --     7,218,333
create Employee Pool
Partial Conversion of Series B to Common        12,652,825       12,653            --     (12,147)           --            --
Conversion of debt                               6,875,000        6,875            --    1,093,125           --     1,100,000
Common stock issued for financing fees           6,250,000        6,250            --    1,084,511           --     1,090,761
Acquisition of subsidiary                       20,000,760       20,000            --    2,065,680           --     2,085,700
Restatement - to omit SSI results due to                --           --            --  (2,783,485)    3,539,639       756,154
sale of subsidiary
Priority return on subsidiary                           --           --            --           --    (675,001)     (675,001)
capital
Net loss                                                --           --      (15,327)           --  (47,975,579) (47,990,906)
                                              ------------- ------------ ------------ ------------- ------------ -------------
Balance at 12/31/08                             95,144,983      $95,144       $9,673   $76,878,929  $(136,932,585$(59,945,500)
                                              ============= ============ ============ ============= ============ =============
Conversion of Series B Preferred Stock to          527,400          527            --        (506)           --            --
Common
Mandatorily redeemable preferred                        --           --            --           --    (270,000)     (270,000)
Shares issued for conversion of debentures     623,077,763      623,078            --    1,014,862           --     1,637,939
Sale  of subsidiary                                     --           --            --   11,548,622           --    11,548,622
Stock issued for repayment of accounts           2,500,000        2,500            --       12,000           --        14,500
payable

Change in conversion feature due to                     --           --            --                        --       557,745
conversion liabilities                                                                 557,745
Conversion of Series D Preferred Stock to          278,781          279            --        (279)           --            --
Common
Cancellation of shares                         (20,000,760)    (20,000)            --  (2,065,700)           --   (2,085,720)
Net loss                                                --           --            --           --  (7,495,533)   (7,495,533)
                                                ------------ ------------ ------------- ------------ ------------ ------------
Balance at 9/ 30/09 (Unaudited)                701,528,167     $701,528        $9,673  $87,950,901 $(144,698,118 $(56,032,718)
                                               ============ ============ ============= ============ ============ =============

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

                                       9
<PAGE>

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

1     BASIS OF PRESENTATION

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

DIVESTITURES

Biofuel Industries Group, LLC

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

                                       10
<PAGE>

as discontinued operations as and for the quarter ended March 31, 2009 (see Note
6,  Discontinued  Operations),  and are not included in the Company's results of
continuing operations for the quarter ended September 30, 2009.

Sustainable Systems, Inc.

Effective  June  30,  2009,  GS  AgriFuels  Corporation  and  Carbonics  Capital
Corporation  entered into a Stock Purchase Agreement pursuant to which Carbonics
acquired 100% of the stock of Sustainable Systems,  Inc.  ("Culbertson") from GS
AgriFuels in return for  assumption of $4,000,000 of GS AgriFuels'  indebtedness
to YAGI Investments, L.P. ("YAGI"), plus any and all obligations of GS AgriFuels
that may be in effect in relation to the  acquisition  by sellers (the  "Selling
Shareholders")  of Culbertson (the "Purchase  Obligations").  In connection with
this Agreement,  Carbonics issued an amended and restated convertible  debenture
to YAGI for  $4,000,000  due on December  31,  2011.  The  Purchase  Obligations
pertain to the 2007  acquisition  by GS  AgriFuels  of  Culbertson  and  include
$3,804,287  in  convertible  debentures  and  $1,017,451 in notes payable to the
prior owners of Culbertson. The relevant acquisition agreements with the Selling
Shareholders  are in default due to the  disclosure by the Selling  Shareholders
that Culbertson owned its Culbertson,  Montana oilseed crushing facility when in
fact  Culbertson  merely held the right to purchase the Montana  facility at the
time of the acquisition by GS AgriFuels;  the failure to disclose by the Selling
Shareholders that the Culbertson's  right to purchase the Montana  facility,  as
well as any investment made in the Montana  facility,  was subject to forfeiture
within months of entering  into the  acquisition  agreements  with GS AgriFuels;
and, the provision by the Selling  Shareholders  of materially  false  financial
statements.  This  matter and the extent of the  relevant  parties'  obligations
under the relevant  acquisition  agreements  and  otherwise are the subject of a
litigation  initiated by GS AgriFuels  against the Selling  Shareholders,  and a
separate litigation served by the Selling Shareholders thereafter.  Three of the
Selling  Shareholders,  corresponding to about 64% of the Selling  Shareholders'
prior ownership interest in Culbertson,  have entered into settlement agreements
pursuant to which GS AgriFuels has been  released  from the  pro-rated  Purchase
Obligation previously attributable to these shareholders.  Carbonics has assumed
all rights and  obligations of GS AgriFuels  pertaining to these  agreements and
this  litigation.   Carbonics  is  majority  owned  by  the  Company's  majority
shareholder, Viridis Capital, LLC. The financial results of this subsidiary have
been  retrospectively  omitted  from the  operations  in  accordance  with  FASB
Accounting  Standards  Codification  ("ASC")  805-50-45-1,  Transactions Between
Entities Under Common Control".

2     NATURE OF OPERATIONS

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

We currently own four corn oil extraction  facilities  based on our patented and
patent-pending  corn  oil  extraction  technologies  that  are  located  at  our
licensee's  ethanol  plants in Oshkosh,  Wisconsin,  Medina,  New York,  Marion,
Indiana,  and  Riga,  Michigan.  We  have  installed  one  facility  at  another
licensee's  ethanol plant in Albion,  Michigan  under a modified  version of our
market  offering  where our licensee paid to build the extraction  facility.  We
have also recently  entered into an agreement to finance,  build and  commission
two  additional  corn oil extraction  facilities at a licensee  ethanol plant in
Lakota,  Iowa.  We have the  long-term  right  (10 years or more) to buy the oil
extracted  from each  facility  in return  for the use by each  licensee  of our
patented and patent-pending corn oil extraction  technologies.  These facilities
collectively  are designed to extract in excess of 9 million gallons per year of
inedible corn oil. We are currently focused on securing the capital resources we
need to operate our  existing  facilities  and to build new corn oil  extraction
facilities.

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

SEGMENT DESCRIPTIONS

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

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

3     GOING CONCERN

The Company had a working  capital deficit of $66,705,102 at September 30, 2009,
which includes convertible  debentures and line of credit totaling  $30,219,765,
accrued interest payable of $8,626,962,  related party debt of $51,500,  related
party  convertible   debentures  of  $5,219,438,   and  $3,979,437  in  purchase
obligations.  The  Company's  working  capital  deficit net of these  amounts is
$18,608,000.

Despite  their  classification  as  current  liabilities,   current  convertible
debentures,   line  of  credit  and  accrued  interest   ($38,846,727)  are  not
serviceable out of the Company's cash flows (the terms of the  convertible  debt
require  repayment in shares of either  GreenShift  Corporation  or GS AgriFuels
Corporation common stock). The purchase obligations ($3,979,437),  to the extent
due, are tied to the earnings of the Company's  equipment sales business and can
only be serviced after the Company's senior secured debt has been serviced.


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

                                       11

<PAGE>

4     SIGNIFICANT ACCOUNTING POLICIES

NONCONTROLLING INTEREST

Effective July 1 2009, the Company accounted for the noncontrolling  interest in
a subsidiary and for the deconsolidation of a subsidiary under ASC 810-10-45-16,
Noncontrolling Interest in a Subsidiary.  This standard defines a noncontrolling
interest,  previously called a minority interest,  as the portion of equity in a
subsidiary not attributable,  directly or indirectly,  to a parent. The standard
requires,  among other items, that a noncontrolling  interest be included in the
consolidated  statement of financial  position  within equity  separate from the
parent's equity;  consolidated net income to be reported at amounts inclusive of
both the parent's and  noncontrolling  interest's  shares and,  separately,  the
amounts of consolidated net income attributable to the parent and noncontrolling
interest all on the consolidated statement of operations; and if a subsidiary is
deconsolidated,  any retained  noncontrolling  equity  investment  in the former
subsidiary  be  measured at fair value and a gain or loss be  recognized  in net
income  based  on  such  fair  value.  Additionally,   the  standard  defines  a
noncontrolling interest as a financial instrument issued by a subsidiary that is
classified  as equity in the  subsidiary's  financial  statements.  A  financial
instrument  issued by a  subsidiary  that is  classified  as a liability  in the
subsidiary's  financial  statements  based on the guidance in other standards is
not a controlling  interest  because it is not an ownership  interest.  Based on
this definition of noncontrolling  interest the Company presented its previously
reported minority  interest as a current  liability in the accompanying  balance
sheets. Other than the change in presentation of noncontrolling  interests,  the
adoption of ASC 810-10-45-16 had no impact on the Financial Statements.

FAIR VALUE MEASUREMENTS

Effective July 1 2009, the Company adopted ASC 820, Fair Value  Measurements and
Disclosures.   This  topic   defines  fair  value  for  certain   financial  and
nonfinancial assets and liabilities that are recorded at fair value, establishes
a framework for measuring fair value, and expands  disclosures  about fair value
measurements.  This guidance supersedes all other accounting pronouncements that
require or permit fair value measurements.

The Company accounted for the convertible debentures in accordance with ASC 480,
Distinguishing  Liabilities from Equity,  as the conversion  feature embedded in
the  convertible  debentures  could  result in the note  principal  and  related
accrued  interest being converted to a variable  number of the Company's  common
shares.

Under ASC 820, a framework was established for measuring fair value in generally
accepted accounting  principles (GAAP), and expands disclosures about fair value
measurements.  The  Company  measured  the fair  value of the  preferred  equity
interest  outstanding  at September  30, 2008 since the number of common  shares
issuable  under  the  Company's   Series  E  convertible   preferred  stock  was
indeterminable  during the nine months then ended.  The value at  September  30,
2008 was determined to be $9,000,000,  measured using  significant  unobservable
inputs (Level 3) using the present value of the shares based on the average fair
market  value of the  Company's  stock for the three  days  before and after the
acquisition date.

Effective July 1 2009, the Company adopted ASC 820-10-55-23A,  Scope Application
to Certain Non-Financial Assets and Certain Non-Financial Liabilities,  delaying
application for non-financial assets and non-financial liabilities as permitted.
ASC  820  establishes  a  framework  for  measuring  fair  value,   and  expands
disclosures  about fair value  measurements.  ASC 820  establishes  a fair value
hierarchy that  prioritizes  the inputs to valuation  techniques used to measure
fair value into three levels as follows:

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

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

o    Level 3 --  unobservable  inputs for the asset or liability  only used when
     there is little,  if any, market activity for the asset or liability at the
     measurement date. Financial assets and liabilities utilizing Level 3 inputs
     include infrequently-traded,  non-exchange-based derivatives and commingled
     investment funds, and are measured using present value pricing models.
<TABLE>
                                                                       Fair Value
--------------------------------------------------------------------------------------------------------------
<CAPTION>
As of September 30, 2009                               Level 1         Level 2         Level 3          Total
--------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>            <C>            <C>
Embedded conversion liabilities                      $      --      $       --     $ 2,221,447    $ 2,221,447
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
The following  table  reconciles,  for the period ended  December 31, 2008,  the
beginning and ending balances for financial  instruments  that are recognized at
fair value in the consolidated financial statements:

<S>                                                                                              <C>
Balance of Embedded Conversion Liability at December 31, 2008                                            1,504,081
Present Value of beneficial conversion features of new debentures                                        1,179,399
Reductions in fair value due to principal conversions                                                    (557,744)
Accretion adjustments to fair value - beneficial conversion features                                        95,711
                                                                                                 -----------------
Balance at September 30, 2009                                                                    $       2,221,447
                                                                                                 =================
</TABLE>
The fair value of the conversion features are calculated at the time of issuance
and the Company  records a conversion  liability for the calculated  value.  The
Company recognizes interest expense for the conversion  liability which is added
to the principal of the debenture.  The Company also recognizes interest expense
for  accretion  of the  conversion  liability to fair value over the term of the
note.

The Company has adopted ASC 480, Distinguishing  Liabilities from Equity, as the
conversion feature embedded in each debenture could result in the note principal
being converted to a variable number of the Company's common shares.

FINANCIAL INSTRUMENTS

The 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.  It was
not practical to estimate the fair value of the convertible debt. In order to do
so, it would be  necessary  to obtain an  independent  valuation of these unique
instruments.  The cost of that valuation  would not be justified in light of the
materiality of the instruments to the Company.

LICENSE FEES

License  fees  represent  a  one-time  license  fee of  $150,000  per  system (a
"System") built and commissioned based on the Technology plus an ongoing royalty
of $0.10 per  gallon of corn oil  extracted  with the  Technology  (see Note 15,
Related  Party  Transactions,  below).  For the nine months ended  September 30,
2008, the Company incurred license fees of $750,000 (corresponding to technology
licenses incurred on five Systems),  royalty fees of $147,832  (corresponding to
1,478,320  gallons of corn oil),  and the Company also  prepaid  license fees of
$300,000 on two  additional  Systems.  The license  fees were  capitalized  with
$133,929  being  amortized and included in the Company's  costs of sales for the
nine months ended September 30, 2009.

5     STOCKHOLDERS' EQUITY

SERIES E PREFERRED STOCK

On May 15, 2008,  the Company issued 20,000 shares of the Company's new Series E
Preferred Stock (the "Series E Shares") to the BIG shareholders. During the nine
months ended  September 30, 2009, the 20,000 shares of Series E Preferred  Stock
were cancelled due to the rescission of the original acquisition transaction and
the  divestiture  of BIG. At both  September  30,  2009 and 2008,  there were no
shares of Series E Preferred Stock issued and outstanding.

COMMON STOCK

The Company issued  623,077,763 shares of common stock upon the conversion of an
aggregate of $1,643,167 in debt during the nine months ended September 30, 2009,
consisting of:  149,955,247  common shares issued to YA Global  Investments,  LP
("YAGI")  upon its  conversion  of debt and  accrued  interest  in the amount of
$395,461;  296,532,508  common shares issued to Minority Interest Fund (II), LLC
("MIF")  upon its  conversion  of debt in the  amount of  $877,479;  134,631,965
common shares issued to RAKJ Holdings, Inc. ("RAKJ") upon its conversion of debt
in the amount of  $315,000;  and,  41,958,043  common  shares  issued to Mammoth
Corporation  upon its conversion of debt in the amount of $50,000.  In addition,
527,400 common shares issued to an employee upon  conversion of vested shares of
Series B Preferred Stock.

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

                                       13

<PAGE>

6     DISCONTINUED OPERATIONS

SUSTAINABLE SYSTEMS, INC.

Effective  June  30,  2009,  GS  AgriFuels  Corporation  and  Carbonics  Capital
Corporation  entered into a Stock Purchase Agreement pursuant to which Carbonics
acquired 100% of the stock of Sustainable Systems,  Inc.  ("Culbertson") from GS
AgriFuels in return for  assumption of $4,000,000 of GS AgriFuels'  indebtedness
to YAGI Investments, L.P. ("YAGI"), plus any and all obligations of GS AgriFuels
that may be in effect in relation to the  acquisition  by sellers of  Culbertson
(the  "Purchase  Obligations").  In connection  with this  Agreement,  Carbonics
issued an amended and restated convertible  debenture to YAGI for $4,000,000 due
on December 31, 2011. The Purchase  Obligations  pertain to the 2007 acquisition
by GS AgriFuels of Culbertson and include  $3,804,287 in convertible  debentures
and $1,017,451 in notes payable to the prior owners of Culbertson.  The relevant
acquisition  agreements with the Selling  Shareholders are in default due to the
disclosure by the Selling  Shareholders  that  Culbertson  owned its Culbertson,
Montana oilseed crushing  facility when in fact Culbertson merely held the right
to purchase the Montana facility at the time of the acquisition by GS AgriFuels;
the failure to disclose by the Selling  Shareholders that the Culbertson's right
to purchase the Montana facility,  as well as any investment made in the Montana
facility,  was  subject  to  forfeiture  within  months  of  entering  into  the
acquisition  agreements  with GS  AgriFuels;  and, the  provision by the Selling
Shareholders  of  materially  false  financial  statements.  This matter and the
extent of the  relevant  parties'  obligations  under the  relevant  acquisition
agreements  and  otherwise  are the  subject  of a  litigation  initiated  by GS
AgriFuels against the Selling Shareholders,  and a separate litigation served by
the  Selling  Shareholders  thereafter.   Three  of  the  Selling  Shareholders,
corresponding to about 64% of the Selling Shareholders' prior ownership interest
in  Culbertson,  have entered into  settlement  agreements  pursuant to which GS
AgriFuels has been released from the pro-rated  Purchase  Obligation  previously
attributable  to these  shareholders.  Carbonics  has  assumed  all  rights  and
obligations of GS AgriFuels  pertaining to these agreements and this litigation.
Carbonics  is majority  owned by the  Company's  majority  shareholder,  Viridis
Capital, LLC. The financial results of this subsidiary have been retrospectively
omitted from the  operations in accordance  with ASC  805-50-45-1,  Transactions
Between Entities Under Common Control." The financial results of Culbertson have
been omitted from the Company's  results of operations for the nine months ended
September  30, 2009 and the December 31, 2008 balance sheet has been restated as
well.

BIOFUEL INDUSTRIES GROUP, LLC

Effective May 15, 2008,  the Company and Biofuel  Industries  Group,  LLC (d/b/a
NextDiesel(TM)) ("BIG") entered into an Exchange Agreement pursuant to which the
Company exchanged 20,000,000 common shares and 20,000 preferred shares in return
for 100% of the equity of BIG subject to the redemption by BIG of BIG's "Class A
Membership Units" for a total of $9 million preferred equity interest with a 12%
coupon  commencing  January  30,  2009 at a rate  equal to 30% of BIG's net cash
flows (after all operating  costs and regular debt payments have been paid) (the
"Class A Redemption").  The Company's ownership of BIG was subject to rescission
in the event  that:  (a) BIG's loans were not timely  serviced  and kept in good
standing,  (b) certain  guaranty  payments,  to the extent due,  were not timely
made,  and (c) if the Class A  Redemption  payments  were not made to the extent
that they are due. BIG's  agreements  with its senior  creditor,  Citizens Bank,
require  Citizens  Bank to  provide  its  written  consent  to change of control
transactions. Citizens Bank had previously consented to the change of control of
BIG on the condition that the Company closed on its previously-pending financing
agreements  with  CleanBioenergy  Partners,  LLC (see Note 11,  Commitments  and
Contingencies). This financing failed to close as expected in March 2009 despite
the  Company's  compliance  with the  relevant  agreements  with  CleanBioenergy
Partners,  and Citizens Bank consequently  withdrew its consent to the change of
control of BIG. The Company subsequently entered into negotiations in April 2009
to restructure the terms of the BIG acquisition, however, a notice of default of
the  Exchange  Agreement  was  declared  on May 14,  2009 in order  to  maintain
compliance  with BIG's loan  agreements  with Citizens Bank. The Company elected
not to restructure the original acquisition  transaction and instead facilitated
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the second quarter of 2009.  The financial  results of BIG were presented
as discontinued operations as and for the quarter ended March 31, 2009 (see Note
6,  Discontinued  Operations),  and are not included in the Company's results of
operations for the nine months ended September 30, 2009.  During the nine months
ended September 30, 2009, the Company  recorded an impairment of goodwill in the
amount of  $7,281,993,  bad debt  expense  of  $4,709,276  related  to  accounts
receivable  consisting of equipment and corn oil owed by BIG to the Company, and
a gain on disposal of net liabilities of $14,451,979.


                                       14
<PAGE>

7     LINES OF CREDIT

Revolving Line of Credit for Construction of Corn Oil Extraction Facilities

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

The  Company  accounted  for the YAGI line of credit  dated  January 25, 2008 in
accordance  with  ASC  480,  Distinguishing  Liabilities  from  Equity,  as  the
conversion  feature  embedded  in the YAGI  line of credit  could  result in the
principal being  converted to a variable number of the Company's  common shares.
The carrying amount of the line has been restated for the prior year (please see
Note 16 Restatements,  below). The Company determined the value of the YAGI line
of credit at issuance to be $11,044,838  which represented the face value of the
principal  plus the present value of the conversion  feature.  The liability for
the  conversion  feature shall  increase from its present value of $1,044,838 at
issuance to its estimated  settlement  value of $1,111,111 at December 31, 2010.
For the nine months ended  September  30,  2009,  an expense of $66,273 has been
recorded as interest  expense for the accretion of the present value discount on
the line of credit,  thereby  increasing  the carrying value of the YAGI line of
credit to its estimated settlement value of $11,111,111 at September 30, 2009.

The  Company  issued six  million  shares of its common  stock to YAGI valued at
$1,080,000,  and GS COES  paid  structuring  fees  of  $210,000,  legal  fees of
$150,000,  monitoring fees of $175,000, due diligence fees of $35,000 as well as
prepaid  interest of $250,000 in  connection  with the issuance of the revolving
line of credit described above. The balance of deferred financing fees was $0 at
September  30,  2009.  The  Company  does not have any  ratios or  covenants  in
conjunction  with the YAGI  debt.  The  Company is  currently  in default on the
agreements due to the failure of the GE transaction.
<TABLE>

8     FINANCING ARRANGEMENTS
<CAPTION>
The following is a summary of the Company's financing arrangements as of
September 30, 2009:

<S>                                                                               <C>
Current portion of notes payable:
Note payable from NextGen Acquisition to Stillwater                              $       2,071,886
Purchase obligations from NextGen Acquisition to NextGen sellers                         3,979,437
Asset retirement obligation, current                                                           277
Vehicle loans and other short term borrowings                                               48,453
Mortgages and other term notes                                                              85,066
Current portion of notes payable from GreenShift to Bollheimer                             320,000
Current portion of notes payable from GS CleanTech                                         150,000
Current portion of convertible notes payable from GS CleanTech                           1,734,579
                                                                                 -----------------
     Total current portion of notes payable                                      $       8,389,698
                                                                                 =================

Long-term notes payable, net of current maturities:
Mortgages and other term notes                                                   $         373,250
                                                                                 -----------------
     Total long term notes payable, net of current maturities                    $         373,250
                                                                                 =================

Asset retirement obligation:
Asset retirement obligation                                                      $         248,221
                                                                                 =================
</TABLE>

                                       15

<PAGE>
<TABLE>
<CAPTION>

<S>                                                                              <C>
Current portion of convertible debentures:
Convertible debenture to YA Global Investments, LP                                       5,500,000
Convertible debenture to YA Global Investments, LP                                      12,860,000
Note discounts                                                                           (117,478)
Convertible debenture to JMJ Financial Corporation                                         807,195
Convertible debenture to Carbonics Capital Corporation                                     320,398
Convertible debenture to Minority Interest Fund (II)                                     4,889,040
Convertible debenture to Mammoth Corporation                                                58,937
                                                                                 -----------------
     Total current portion of convertible debentures                             $      24,328,092
                                                                                 =================

 Long-term convertible debentures, net of current maturities:
Convertible debenture to YA Global Investments, LP                                $      2,046,586
Convertible debenture to YA Global Investments, LP                                       1,224,063
Convertible debenture to YA Global Investments, LP                                       2,789,278
Convertible debenture to YA Global Investments, LP                                       1,950,000
Convertible debenture conversion liabilities                                               448,766
                                                                                 -----------------
     Total long-term portion of convertible debentures                           $       8,458,693
                                                                                 =================
</TABLE>

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

GreenShift Corporation                             $       14,544,262
GS AgriFuels Corporation                                   18,360,000
                                                   ------------------
     Total                                         $       32,786,784
                                                   ==================

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

Year                                                    Amount
---------------------------------------------------------------------
2009                                                $      26,749,698
2010                                                        6,013,638
2011                                                        8,483,466
2012                                                          377,250
2013 and thereafter                                           173,902
                                                    -----------------
Total minimum payments due under current and        $      41,797,953
                                                    =================
long term obligations

9     DEBT AND PURCHASE OBLIGATIONS

On June 9, 2009,  JMJ Financial  Corporation  ("JMJ") issued the Company a 14.4%
secured promissory note in the amount of $500,000 (the "JMJ Note") in return for
$600,000 in 12% convertible  debt (the "JMJ  Debenture")  issued by the Company.
The  principal  balance due under the JMJ Note was $500,000 as of September  30,
2009  and  accrued  interest  receivable  under  the JMJ Note  was  $1,775.  The
principal  and accrued  interest  for the JMJ Note and JMJ  Debenture  have been
presented as of September 30, 2009, at their face value, without offset. The JMJ
Debenture is convertible into Company common stock at a rate equal to 70% of the
lowest  closing  market  price for the  Company's  common  stock for the  twenty
trading days preceding  conversion.  The Company accounted for the JMJ Debenture
dated June 9, 2009 in accordance with ASC 480,  Distinguishing  Liabilities from
Equity, as the conversion  feature embedded in the JMJ Debenture could result in
the note principal being converted to a variable number of the Company's  common
shares.  The Company  determined the value of the $600,000 JMJ Debenture at June
9, 2009 to be $793,768  which  represented  the face value of the debenture plus
the present value of the  conversion  feature.  The liability for the conversion
feature shall  increase from its carrying  value of $193,768 at June 30, 2009 to
its  estimated  settlement  amount of  $257,904 at June 11,  2012.  For the nine
months  ended  September  30, 2009,  an expense of $13,427 has been  recorded as
interest expense for the accretion of the value of the conversion liability. The
carrying value of the $600,000 JMJ Debenture was $807,195 at September 30, 2009.
For the nine months ended  September 30, 2009,  interest  expense of $20,592 for
these obligations was incurred.

During  the year  ended  December  31,  2008,  the  Company  issued  convertible
debentures  to Acutus  Capital,  LLC  ("Acutus")  in the amounts of $250,000 and
$235,000, respectively. The convertible debentures to Acutus shall bear interest
at a rate of 20% per year and mature on December 31, 2008 and February 15, 2009,
respectively.  Acutus is entitled to convert the accrued  interest and principal
of the  convertible  debenture  into common stock of the Company at a conversion
price equal to $1.25 per share.  The Company  accounted  for the  debentures  in

                                       16
<PAGE>

accordance ASC 480,  Distinguishing  Liabilities from Equity,  as the conversion
feature  embedded in the  debentures  could result in the note  principal  being
converted  to a variable  number of the  Company's  common  shares.  The Company
determined  the fair value of the Acutus  debentures  at December 31, 2008 to be
$538,469  which  represented  the face value of the  debenture  plus the present
value of the  conversion  feature.  As of June 30, 2009,  an expense of $420 has
been  recorded  as  interest  expense  for the  accretion  of the  value  of the
conversion liability. The carrying value of the Acutus Debenture was $538,889 at
June 30, 2009. The obligation to pay debenture was assumed by Minority  Interest
Fund (II), LLC effective  July 1, 2009. For the nine months ended  September 30,
2009, interest expense of $48,101 for these obligations was incurred.

As of December  31,  2008,  the Company had  convertible  debentures  payable to
Minority  Interest Fund (II),  LLC ("MIF") in an aggregate  amount of $1,319,783
(the "MIF  Debenture").  This amount includes the $410,930 in notes payable that
MIF purchased from Viridis  Capital,  LLC  ("Viridis"),  $757,853 in convertible
debt that were purchased from Candent Corporation  ("Candent"),  and $500,000 in
convertible  debt  that was  purchased  from  Acutus,  as well as an  additional
$151,000 in new  convertible  debt that MIF purchased  during December 2008. The
total convertible debentures due to MIF were reduced by $432,932 during the year
ended  December 31,  2008,  after MIF  purchased  the  debenture  payable to the
Company from  Ecosystem  Corporation  by reducing the amount of the  convertible
debt the Company owed to MIF bringing the year-end  balance to  $1,386,851.  The
convertible  debt  issued to MIF bears  interest at a rate of 20% and matures on
December 31, 2010. MIF is entitled to convert the accrued interest and principal
of  the  MIF  convertible  debenture  into  common  stock  of the  Company  at a
conversion  price  equal to the  lesser of (a) $1.25 per share or (b) 90% of the
lowest daily volume weighted average price for the twenty trading days preceding
conversion.  During the nine months  ended  September  30, 2009,  MIF  purchased
additional  debentures from the Company in the amount of 3,874,230;  assumed the
obligation to pay $485,000 in debentures due to unrelated third parties from the
Company; converted $837,343 of the principal balance due to MIF into 256,397,181
shares of Company common stock,  and assigned  $415,000 of the principal  amount
due to MIF to RAKJ Holdings,  Inc. ("RAKJ") ($315,000),  and Mammoth Corporation
("Mammoth") ($100,000). An additional 40,135,327 shares converted by Sunny Isles
Ventures was used to reduce principal by $40,135.  The Company accounted for the
MIF  Debenture  in  accordance  with ASC 480,  Distinguishing  Liabilities  from
Equity, as the conversion  feature embedded in the MIF Debenture could result in
the note principal being converted to a variable number of the Company's  common
shares.  The carrying  amount of the  debenture  has been restated for the prior
year (please see Note 16, Restatements, below). The Company determined the value
of the MIF Debenture at December 31, 2008 to be $1,514,201 which represented the
face  value  of the  debenture  of  $1,386,851  plus  the  present  value of the
conversion feature. During the nine months ended September 30, 2009, the Company
recognized  additional  conversion  liabilities at present value of $428,706 for
additional funding received,  recognized a reduction in the conversion liability
at present  value of $133,720  for the  conversions  and  recorded an expense of
$23,101 as  interest  expense  for the  accretion  of the  present  value of the
conversion  liability  for  the  nine  months.  The  carrying  value  of the MIF
Debenture  was  $4,889,040  at  September  30, 2009,  and included  principal of
$4,453,602  and the value of the  conversion  liability.  The  liability for the
conversion feature shall increase from its present value of $148,529 at June 30,
2009 to its  estimated  settlement  value of  $588,604  at  December  31,  2010.
Interest  expense of  $271,235  for these  obligations  was accrued for the nine
months ended September 30, 2009.

During the nine months  ending  September  30, 2009,  RAKJ fully  converted  the
amount due under its $315,000  debenture into  134,631,965  common  shares.  The
Company   accounted  for  the  RAKJ  Debenture  in  accordance   with  ASC  480,
Distinguishing  Liabilities from Equity,  as the conversion  feature embedded in
the RAKJ  Debenture  could  result in the note  principal  being  converted to a
variable  number of the  Company's  common  shares.  For the nine months  ending
September  30,  2009,  interest  expense  of $5,228  for these  obligations  was
incurred. The principal balance due to RAKJ at September 30, 2009 was $0.

During the three months ended September 30, 2009,  Mammoth purchased $100,000 in
convertible  debt from MIF (the  "Mammoth  Debenture").  Mammoth is  entitled to
convert the accrued interest and principal of the Mammoth  Debenture into common
stock of the Company at a conversion  price equal to 50% of the average  closing
market  price for the five trading days  preceding  conversion.  During the nine
months ending September 30, 2009,  Mammoth  converted  $50,000 on this debenture
into 41,958,043  common shares.  The Company accounted for the Mammoth Debenture
in  accordance  with ASC 480,  Distinguishing  Liabilities  from Equity,  as the
conversion  feature  embedded in the Mammoth  Debenture could result in the note
principal being  converted to a variable number of the Company's  common shares.
For the nine months ending  September 30, 2009,  interest  expense of $5,228 for
these obligations was incurred.  The Company determined the value of the Mammoth
Debenture  at  September  15,  2009  (date of  issuance)  to be  $124,959  which
represented  the face value of the  debenture of $100,000 plus the present value
of the conversion feature.  During the nine months ended September 30, 2009, the

                                       17
<PAGE>

Company  recognized a reduction  in  conversion  liability  at present  value of
$16,619 for the conversions and recorded an expense of $597 as interest  expense
for the  accretion  of the present  value of the  conversion  liability  for the
period. The carrying value of the Mammoth Debenture was $58,937 at September 30,
2009, including principal of $50,000 and the value of the conversion  liability.
The liability for the  conversion  feature shall increase from its present value
of $8,937 at September 30, 2009 to its estimated  settlement value of $21,428 at
December 31, 2010.  Interest  expense of $233 for these  obligations was accrued
for the nine months ended September 30, 2009.

On September  4, 2008,  the  Company's  subsidiary,  GS  CleanTech  Corporation,
entered into a series of convertible notes totaling $1,734,579.  The notes shall
bear interest at a rate 20% per annum and mature on December 31, 2010. Beginning
July 1, 2009,  payments were due based on an eighteen month  amortization,  with
all principal  and accrued  interest  paid on or before  December 31, 2010.  The
notes are  convertible  into shares of GS CleanTech  subsidiary  preferred stock
(par  $0.001)  at the  closing  by GS  CleanTech  of a planned  Preferred  Stock
Financing  at a 15%  discount  to the final  terms of any such  Preferred  Stock
Financing. If any portion of the note is prepaid in cash, GS CleanTech shall pay
a 20% redemption  premium at the time of redemption.  For the nine months ending
September  30,  2009,  interest  expense of $227,715 for these  obligations  was
incurred. The balance of the loans was $1,734,579 as of September 30, 2009.

Under the YAGI Debentures,  the Company owes a monthly payment of $250,000.  The
Company  determined  the fair value of the monthly  stream of payments under the
YAGI debentures at December 31, 2008 to be $3,028,424 which represented the face
value of the monthly payments plus the present value of the conversion  feature.
For the nine  months  ended  September  30,  2009,  the  Company  recognized  an
additional conversion liability value of $193,940 due to additional installments
becoming  due,  recognized a reduction in value of the  conversion  liability of
$38,517 for  conversions of principal and recorded  $14,919 as interest  expense
for the  accretion  of  value  on the  conversion  liability.  The  value of the
conversion  feature  underlying  the  stream  of  payments  owed  under the YAGI
debentures was $448,766 at September 30, 2009 (please see Note 16  Restatements,
below).

10     ASSET RETIREMENT OBLIGATION

Pursuant ASC 410-20,  Asset Retirement  Obligations,  the Company has recognized
the fair value of the asset  retirement  obligation  for the removal of its COES
systems.  The present value of the  estimated  asset  retirement  costs has been
capitalized as part of the carrying amount of the related long-lived assets. The
liability has been  accreted to its present value as of September 30, 2009,  and
the capitalized cost  approximated  $235,000.  The Company has recognized $1,361
due to accretion from the acquisition  dates. The Company has determined a range
of abandonment dates between December 2018 and December 2019 and a total salvage
value of  $250,000  per  system.  The  following  represents  the  amount of the
retirement  obligation at the beginning and the nine months ending September 30,
2009:

         Beginning balance at January 1, 2008                 $      60,099
         Liabilities incurred during the period                     187,038
         Liabilities settled during the period                           --
         Accretion of interest                                          623
                                                              -------------
         Ending balance at December 31, 2008                        247,760
         Liabilities incurred during the period                          --
         Liabilities settled during the period                           --
         Accretion of interest                                          738
                                                              -------------
         Ending balance at September 30, 2009                 $     248,498
                                                              =============

11     COMMITMENTS AND CONTINGENCIES

INFRINGEMENT

On October 13, 2009, the U.S. Patent and Trademark Office issued U.S. Patent No.
7,601,858,   titled  "Method  of  Processing   Ethanol  Byproducts  and  Related
Subsystems"  (the '858  Patent)  to GS  CleanTech  Corporation,  a  wholly-owned
subsidiary of GreenShift  Corporation.  On October 27, 2009, the U.S. Patent and
Trademark Office issued U.S. Patent No. 7,608,729, titled "Method of Freeing the
Bound Oil Present in Whole  Stillage and Thin  Stillage" (the '729 Patent) to GS
CleanTech. Both the `858 Patent and the `729 Patent relate to the Company's corn
oil  extraction  technologies.  On October 13, 2009, GS CleanTech  filed a legal
action in the United  States  District  Court  (Southern  District  of New York)
captioned GS CleanTech  Corporation v. GEA Westfalia  Separator,  Inc.; and DOES
1-20, alleging  infringement of the `858 Patent. On October 13, 2009, GreenShift
filed a Motion to Dismiss with the same court  relative to a separate  complaint
filed previously by Westfalia alleging (1) false advertising in violation of the
Lanham Act ss. 43(a);  (2) deceptive  trade  practices and false  advertising in
violation of New York General  Business Law ss.ss.  349, 350 and 350-a;  and (3)
common law unfair  competition.  On October 13, 2009,  Westfalia filed its First
Amended Complaint in the matter captioned GEA Westfalia Separator,  Inc. and Ace
Ethanol, LLC v. GreenShift Corporation, which complaint included Ace Ethanol, an
ethanol production company,  and added claims seeking a declaratory  judgment of


                                       18
<PAGE>
invalidity and/or non-infringement of the `858 patent. On October 13, 2009, ICM,
Inc. filed a complaint in the United States  District Court (District of Kansas)
in the matter  captioned  ICM, Inc. v. GS CleanTech  Corporation  and GreenShift
Corporation,  alleging  unfair  competition,   interference  with  existing  and
prospective  business  and  contractual   relationships,   and  deceptive  trade
practices.   ICM  is  also  seeking  declaratory   judgment  of  invalidity  and
non-infringement  of the `858 patent.  On October 15, 2009, GS CleanTech filed a
Notice of Filing First Amended  Complaint for  infringement  of the `858 patent,
along with a copy of the First Amended Complaint,  which added ICM, Ace Ethanol,
Lifeline Foods LLC and ten additional  DOES as defendants in the case pending in
the Southern  District of New York.  These matters were only recently  commenced
and  Management is unable to  characterize  or evaluate the  probability  of any
outcome at this time.

OTHER MATTERS

The Company's  subsidiary,  NextGen Fuel,  Inc., is party to the matter entitled
O'Brien & Gere  Limited,  et al v. NextGen  Chemical  Processors,  Inc., et al.,
which  action  was filed in the  Supreme  Court of the  State of New  York.  The
verified  complaint had sought  performance  of and damages  relating to certain
service and related  agreements,  plus  attorney's  fees and costs.  This matter
relates to the  provision  by  plaintiffs  of certain  engineering  services  to
NextGen Chemical Processors,  Inc. ("NCP") during 2005 and 2006. NCP is owned by
the former shareholders of the NextGen Fuel, Inc., subsidiary.  On September 19,
2007, the Supreme Court of the State of New York dismissed a significant portion
of O'Brien & Gere's complaint with prejudice,  and on October 16, 2009 O'Brien &
Gere  dismissed  GS  AgriFuels  and the  Company  from the suit with  prejudice.
Management  does not believe  that there is a  reasonable  possibility  that the
claims made against NextGen Fuel by the plaintiffs in this  litigation  indicate
that a material  loss has occurred.  Accordingly,  an estimate of loss cannot be
determined  at this time and  therefore,  no accrual has been made in connection
with those claims.

The  Company's  GS  AgriFuels  subsidiary  is party to the  matter  entitled  GS
AgriFuels  Corporation  v.  Chaykin,  et al. The action was filed in the Supreme
Court of the State of New York,  County of New York,  on February  2, 2009.  The
Complaint seeks damages for defendants' fraudulent misrepresentations,  tortious
interference,  breach of acquisition  agreements and related claims  relating to
the  sale  by  the  defendants  of  the  stock  of  Sustainable  Systems,   Inc.
("Culbertson")  to  GS  AgriFuels,  and  arising  from  the  disclosure  by  the
defendants  that  Culbertson  owned its  Culbertson,  Montana  oilseed  crushing
facility when in fact  Culbertson  merely held the right to purchase the Montana
facility at the time of the acquisition by GS AgriFuels; the failure to disclose
by the defendants that Culbertson's  right to purchase the Montana facility,  as
well as any investment made in the Montana  facility,  was subject to forfeiture
within months of entering  into the  acquisition  agreements  with GS AgriFuels;
and, the provision by the defendants of materially  false financial  statements.
The  defendants  served a separate  action  entitled Max, et al. v. GS AgriFuels
Corporation, et al. in the Montana Fourth Judicial District Court in response to
GS AgriFuels' New York  complaint.  GS AgriFuels has petitioned for dismissal of
the  Montana  action  and  three  of  the  former  shareholders  of  Culbertson,
corresponding to about 64% of the former  shareholders' prior ownership interest
in  Culbertson,  have entered into  settlement  agreements  pursuant to which GS
AgriFuels has been released from all obligations under the relevant  acquisition
agreements and  otherwise.  Despite these  settlements,  Management is unable to
evaluate the probability of an unfavorable  outcome at this time. An estimate of
loss cannot be determined and therefore,  no accrual has been made in connection
with this  contingency,  however,  Carbonics  Capital  Corporation  (see Note 6,
Discontinued  Operations,  above) has assumed all rights and  obligations  of GS
AgriFuels  pertaining  to this  litigation.  Carbonics is majority  owned by the
Company's majority shareholder, Viridis Capital, LLC.

As of September 30, 2009, the Company's subsidiary,  NextGen Acquisition,  Inc.,
was in default of its debt agreement with  Stillwater  Asset Backed Fund, LP. As
of September 30, 2009, the Company is also in default of payments owed under the
purchase  agreement with  Bollheimer  Associates in the amount of $240,000,  and
intends to restructure the terms of the relevant agreement.  The Company and its
subsidiaries are party to numerous collections matters pertaining to outstanding
accounts  payable  due to  vendors.  The  Company  is also  involved  in various
collection  matters for which vendors are seeking payment for services  rendered
and goods provided. These collection matters total $2,096,000.

                                       19
<PAGE>



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

12     GUARANTY AGREEMENT

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

13     SEGMENT INFORMATION

Segment  information is presented in accordance with ASC 280, Segment Reporting.
This  standard is based on a management  approach that  designates  the internal
organization  that is used by  management  for making  operating  decisions  and
assessing  performance  as the  sources of the  Company's  reportable  segments.
Operating  segments  are  defined as  components  of an  enterprise  about which
financial  information  is available that is evaluated on a regular basis by the
chief operating  decision-maker,  or decision-making  groups, in deciding how to
allocate resources to an individual segment and in assessing  performance of the
segment.

The Company's  operations during the fiscal quarter ended September 30, 2009 are
classified into two reportable business segments: Biofuel Production & Sales and
Equipment & Technology Sales. Each of these segments is organized based upon the
nature of products and services offered.  The Company's remaining operations are
aggregated and classified herein as Corporate.  Summarized financial information
about each segment is provided below:
<TABLE>
<CAPTION>
Nine months                                                   Equipment &              Biofuel
Ended 9/30/09                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>                <C>
Total revenue                             $         --        $   349,706         $  2,610,795       $ 2,960,501
Cost of revenue                                133,929          1,000,456            1,690,252         2,824,636
                                          ------------         ----------         ------------       -----------
   Gross profit                              (133,929)          (650,751)              920,544           135,864
Operating expenses                             938,629            407,011           13,523,903        14,869,544
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations           (1,072,558)        (1,057,762)         (12,603,359)      (14,733,679)
Other income (expense)                     (2,118,561)        (2,149,414)           (2,11,601)       (6,379,576)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (3,191,119)        (3,207,176)         (14,714,960)      (21,113,255)
Non-Controlling interest                            --                 --                   --                --
                                          ------------        -----------         ------------       -----------
Taxes                                               --            402,398                 (51)           402,347
                                          ------------        -----------         ------------       -----------
Gain on sale of discontinued
Operations                                          --                 --           14,452,083        14,452,083
Net loss from discontinued operations     $         --        $        --         $(1,236,709)      $(1,236,709)
                                          ------------        -----------         ------------      ------------
Net loss                                  $(3,191,119)        $(2,804,778)        $(1,499,637)      $(7,495,534)
                                          ============        ============        ============      ============

Nine months                                                   Equipment &              Biofuel
Ended 9/30/08                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
Total revenue                             $         --        $10,065,613         $  1,286,563       $11,352,176
Cost of revenue                                 83,968          5,097,031              641,447         5,827,446
                                          ------------        -----------         ------------       -----------
   Gross profit                               (83,968)          4,968,582              645,117         5,524,731
Operating expenses                           1,718,446          2,097,061              677,243         4,492,750
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations           (1,807,414)          2,871,521             (32,126)         1,031,981
Other income (expense)                     (6,055,928)        (1,884,774)          (1,515,203)       (9,455,905)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (7,863,342)            986,747          (1,547,330)       (8,423,925)
Noncontrolling interest                             --              8,908                   --             8,908
                                          ------------        -----------         ------------       -----------
Taxes                                          (4,094)            (1,944)              (2,192)           (8,230)
                                          ------------        -----------         ------------       -----------
Net loss from
    discontinued operations               $  (291,052)        $        --         $(3,114,859)      $(3,405,911)
                                          ------------        -----------         ------------      ------------
Net income (loss)                         $(8,158,488)        $   993,711         $(4,664,381)     $(11,829,158)
                                          ============        ===========         ============     =============
</TABLE>

                                       20
<PAGE>
<TABLE>
<CAPTION>
3 Months                                                      Equipment &              Biofuel
Ended 9/30/09                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>                <C>
Total revenue                             $         --        $    51,586         $    876,230       $   927,817
Cost of revenue                                133,929            147,376              548,944           830,249
                                          ------------        -----------         ------------       -----------
   Gross profit                              (133,929)           (95,789)              327,286            97,568
Operating expenses                             351,553             22,655              912,620         1,286,828
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations             (485,482)          (118,445)            (585,334)       (1,189,260)
Other income (expense)                       (829,173)          (660,283)            (716,080)       (2,205,536)
                                          ------------        -----------         ------------       -----------
   Loss before taxes                       (1,314,655)          (778,727)          (1,301,414)       (3,394,796)
Taxes                                               --                 --                   --                --
                                          ------------        -----------         ------------       -----------
Gain on sale of discontinued operations             --                 --                   --                --
Income (loss) from discontinued operations $        --        $        --         $         --       $        --
                                           -----------        -----------         ------------       -----------
Net gain (loss) attributable to common
shareholders                              $(1,314,655)        $ (778,727)         $(1,301,414)      $(3,394,796)
                                          ============        ===========         ============      ============

Three Months                                                  Equipment &              Biofuel
Ended 9/30/08                                Corporate   Technology Sales   Production & Sales             Total
----------------------------------------------------------------------------------------------------------------
Total revenue                             $         --        $ 2,313,437         $    181,165       $ 2,494,602
Cost of revenue                                 45,308          1,918,717            (182,478)         1,781,547
                                          ------------        -----------         ------------       -----------
   Gross profit                               (45,308)          1,604,223              363,644           713,056
Operating expenses                           (593,071)          1,604,223              (3,835)         1,007,317
                                          ------------        -----------         ------------       -----------
   Income (loss) from operations               547,763        (1,209,503)            (367,479)         (294,261)
Other income (expense)                     (3,268,547)        (1,112,637)            (719,208)       (2,875,118)
                                          ------------        -----------         ------------       -----------
   Income (loss) before taxes              (2,720,784)           (96,866)            (351,730)       (3,169,380)
Non-controlling interest                            --            (8,229)                   --           (8,229)
                                          ------------        -----------         ------------       -----------
Taxes                                               --               2489                   --             2,489
                                          ------------        -----------         ------------       -----------
Gain (loss) from,
discontinued operations                      (291,052)                 --          (2,554,787)       (2,845,839)
Preferred dividends                                 --                 --                   --                --
Net gain (loss)                           $(3,011,836)        $ (101,606)         $  (351,730)      $(6,020,959)
                                          ============        ===========         ============      ============
</TABLE>

14     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>

The following is a summary of supplemental disclosures of cash flow information
for the nine months ending September 30, 2009 and 2008:
<CAPTION>
                                                                                        2009                2008
                                                                                ------------      --------------
     Cash paid during the year for the following:
<S>                                                                             <C>               <C>
       Interest                                                                 $         --      $           --
       Income taxes                                                                       --              22,486
                                                                                ------------      --------------
         Total                                                                  $         --      $       22,486
                                                                                ============      ==============
     Acquisition of Bollheimer & Associates with debt                                     --             320,000
     Stock issued for compensation                                                        --             336,833
     Reduction of convertible debentures from disposal
      of investment in GS EnviroServices                                                  --           2,000,000
     Reduction of related party debt and accrued interest from forgiveness                --           2,000,000
     Stock issued for conversion of debt                                           1,643,167                  --
     Acquisition of Biofuels Industries Group, LLC with debt                              --           9,000,000
     JMJ Financial convertible debenture                                             600,000                  --
     JMJ Financial note receivable                                                   500,000                  --
     MIF Debentures issued for $750,000 license fee
      intangibles and $300,000 prepayment                                          1,050,000                  --
</TABLE>

15     RELATED PARTY TRANSACTIONS

Minority  Interest  Fund  (II),  LLC  ("MIF")  is party to  certain  convertible
debentures  issued by the Company  (see Note 9, Debt and  Purchase  Obligations,
above). The managing member of MIF is a relative of the Company's chairman.

Effective December 15, 2007, GS CleanTech Corporation, a wholly-owned subsidiary
of  the  Company,  executed  an  Amended  and  Restated  Technology  Acquisition
Agreement  (the  "TAA")  with  Cantrell  Winsness  Technologies,  LLC,  David F.
Cantrell, David Winsness, Gregory P. Barlage and John W. Davis (the "Inventors")
pursuant to which the parties amended and restated the method of calculating the
purchase  price  for  the  Company's  corn  oil   extraction   technology   (the
"Technology"). The TAA, as amended, provides for the payment to the Inventors of

                                       21
<PAGE>

a  one-time   license  fee  of  $150,000  per  system  (a  "System")  built  and
commissioned based on the Technology plus an ongoing royalty of $0.10 per gallon
of corn oil  extracted  with the  Technology.  The  Company is required to sell,
market,  deploy or in any way cause the  initiation  of operations of a total of
three  Systems on or before  December 31,  2008, a total of eight  Systems on or
before  December 31, 2009, and an additional five Systems per year thereafter up
to a total of eighteen  Systems,  at which  point the Company has no  continuing
commercialization  requirement.  The  ownership of the  Technology is subject to
reversion in the event that the Company  fails to satisfy the  commercialization
requirements  of the  TAA  or if  the  Company  otherwise  initiates  bankruptcy
proceedings.   In  any  event  of  reversion,   the  Company  shall  retain  the
non-exclusive  right to use the Technology.  David Winsness and Greg Barlage are
both  members  of the  Company's  board  of  directors  and,  respectively,  the
Company's Chief  Technology  Officer and Chief Operating  Officer.  For the nine
months ended September 30, 2008, the Company  incurred  license fees of $750,000
(corresponding to technology licenses incurred on five Systems), royalty fees of
$147,832  (corresponding to 1,478,320 gallons of corn oil), and the Company also
prepaid  license fees of $300,000 on two  additional  Systems.  The license fees
were  capitalized  with $133,929  being  amortized and included in the Company's
costs of sales for the nine months ended  September  30, 2009.  On July 1, 2009,
the Company issued  unsecured  convertible  debentures  (collectively,  the "TAA
Debentures")  to each of David  Cantrell  (in the  amount  of  $787,205),  David
Winsness (in the amount of  $251,103),  Greg Barlage (in the amount of $267,445)
and John W.  Davis (in the amount of  $255,964)  in  consideration  for the full
payment  amounts  due  and/or  accrued  pursuant  to the TAA (as well as accrued
salaries of $85,587 and unreimbursed  expenses of $128,298).  The TAA Debentures
were  acquired  by  MIF in  September  2009  (see  Note  9,  Debt  and  Purchase
Obligations, above).

16     RESTATEMENT

The Company has restated its financial  statements for the three and nine months
ended September 30, 2008.  Management's  calculations relating to accounting for
the impact of conversion  features embedded in the Company's various  derivative
securities under ASC 480,  Distinguishing  Liabilities from Equity,  increase by
$4,522.

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

In addition,  the Company has reclassified certain obligations due to subsidiary
shareholders  that were  presented  as "Minority  Interest"  in prior  financial
statements to more properly classify these  obligations as current  liabilities,
and  reclassified  the actual  amount of  noncontrolling  interest in subsidiary
capital as equity to conform to the adoption of ASC 810-10-45-16, Noncontrolling
Interest in a Subsidiary.

The following shows the effect of the restatements on the financial statements:

                                                         12/31/08       12/31/08
Balance Sheets:                                       As reported    As restated
                                                      --------------------------
Line of credit                                        $10,000,000    $11,044,838
Convertible debentures, current                        11,665,309     11,792,387
Convertible debentures, related party                   1,512,325      1,900,333
Liability for derivative instruments                    3,869,771             --
Liability due to shareholders                                  --        932,328
Convertible debentures, net of current                 20,726,439     21,188,196
Minority interest                                         942,001             --
Additional paid-in capital                             83,774,424     76,878,929
Accumulated deficit                                 (146,432,325)  (136,932,585)
Non-controlling interest
   in subsidiary                                               --          9,673

                                                          9/30/08        9/30/08
Statements of Operations:                             As reported    As restated
                                                      --------------------------
Revenues                                             $         --    $        --
General and administrative expenses                            --             --
Bad debt expense                                               --             --
Gain on disposal of equipment                                  --             --
Other income (expense)                                         --             --
Change in fair value-derivatives                          319,829             --
Amortization of debt discount                           (3,157,312)  (1,569,576)
Conversion liabilities                                         --      (224,606)
Conversion liabilities - affiliate                             --             --

                                       22
<PAGE>

Loss from continuing operations                      (12,862,259)    (8,423,246)
Net income (loss)                                    (12,862,259)   (11,538,106)

Earnings (loss) per share:
Continuing operations                                $     (0.19)    $    (0.12)
Discontinued operations                              $         --    $    (0.05)
Total, basic and diluted                             $     (0.19)    $    (0.17)

                                                          9/30/08        9/30/08
Statements of Stockholders' Equity:                   As reported    As restated
                                                      --------------------------
Beginning balance, paid-in capital                     63,502,789     66,175,522
Write-off of derivative due to
   debt restructure                                     6,784,743             --
Net loss                                             (52,293,334)   (47,975,579)

                                                          9/30/08        9/30/08
Statements of Cash Flows:                             As reported    As restated
                                                      --------------------------
Net loss                                            $(12,862,259)  $(11,538,106)
Amortization of debt discount
  and deferred financing costs                          1,561,305      1,213,718
Change in fair value of derivatives                     (319,829)             --
Interest from conversion liabilities                           --        224,606

17       SUBSEQUENT EVENTS

COMMON STOCK ISSUANCES

Between  October 1, 2009 and November 20,  2009,  the Company  issued a total of
2,414,643,653 common shares upon the conversion of $3,370,875 debt.
















                                       23
<PAGE>


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

OVERVIEW

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

GreenShift's  founding  mission is to build value by using its  technologies  to
catalyze disruptive environmental gain. GreenShift believes that the first, best
and most  cost-effective  way to achieve  this is to  develop  technology-driven
economic  incentives  that motivate large groups of people and companies to make
incremental environmental  contributions that are collectively very significant.
GreenShift's plan to achieve this goal is based on the extraction, beneficiation
and refining of biomass-derived  co-products that create  value-added  renewable
energy production  opportunities capable of shaving meaningful amounts of carbon
and cost off of existing liquid fuel supply chains.

Since 2004,  GreenShift has invented,  developed and  commercialized  potent new
cleantech  that enables  GreenShift and its clients to "drill" into the back-end
of first  generation  corn ethanol  plants to tap into a new reserve of inedible
crude  corn oil  with an  estimated  industry-wide  output  of about 20  million
barrels per year.  This corn oil is a valuable second  generation  feedstock for
use  in  the   production  of  biodiesel   and   renewable   diesel  -  advanced
carbon-neutral  liquid fuels,  thereby enhancing total fuel production from corn
and increasing ethanol plant profits.

GreenShift's  patented and patent-pending  Corn Oil Extraction  Technologies are
widely  considered to be the quickest and best path for margin  improvement  for
first  generation  corn  ethanol   producers  today.   GreenShift's   extraction
technologies increase biofuel yields per bushel of corn by 7% while reducing the
energy and  greenhouse  gas (GHG)  intensity of corn ethanol  production by more
than 21% and 29%, respectively.

These benefits  correspond to increased  ethanol  producer income of about $0.12
per gallon of ethanol produced at current market prices, and can be realized for
less than 10% of the capital cost of the host  ethanol  plant.  No  technologies
have been  developed  for corn ethanol  producers  that begin to approach even a
fraction of these results in the history of the ethanol industry.

Over  20% of the  U.S.  ethanol  industry  is using  GreenShift's  patented  and
patent-pending  extraction  technologies  today.  At full  participation  by the
ethanol industry, GreenShift's  commercially-available technologies can give way
to the  disruptive  gains that  GreenShift was founded to achieve by sustainably
producing globally-meaningful  quantities of new carbon-neutral liquid fuels for
distribution  through  existing  supply  chains and  combustion  in our nation's
boilers,  generators and engines;  displacing  more than 20 million  barrels per
year of crude oil;  saving up to 10 trillion cubic feet per year of natural gas;
eliminating  tens  of  millions  of  metric  tons  per  year of  greenhouse  gas
emissions;  and infusing up to a billion  dollars per year of cash flow into the
corn  ethanol  industry  - the  foundation  of North  America's  renewable  fuel
production capability.

GreenShift  is focused  today on  supporting  integration  of its  patented  and
patent-pending  corn oil  extraction  technologies  into as much of the  ethanol
fleet as possible.  GreenShift also maintains its strong commitment to continued
innovation   and  has  many   additional   patents   pending  for  its  "Backend
Fractionation"  portfolio  of  strategically-compatible  cleantech  designed  to
continue  pressing the corn ethanol industry into increased  sustainability  and
global competitiveness.

We currently own four corn oil extraction  facilities  based on our patented and
patent-pending  corn  oil  extraction  technologies  that  are  located  at  our
licensee's  ethanol  plants in Oshkosh,  Wisconsin,  Medina,  New York,  Marion,
Indiana,  and  Riga,  Michigan.  We  have  installed  one  facility  at  another
licensee's  ethanol plant in Albion,  Michigan  under a modified  version of our
market  offering  where our licensee paid to build the extraction  facility.  We
have also recently  entered into an agreement to finance,  build and  commission
two  additional  corn oil extraction  facilities at a licensee  ethanol plant in
Lakota,  Iowa.  We have the  long-term  right  (10 years or more) to buy the oil
extracted  from each  facility  in return  for the use by each  licensee  of our
patented and patent-pending corn oil extraction  technologies.  These facilities
collectively  are designed to extract in excess of 9 million gallons per year of
inedible corn oil. We are currently focused on securing the capital resources we
need to operate our  existing  facilities  and to build new corn oil  extraction
facilities.

During the nine months  ended  September  30,  2009,  we also owned a 10 million
gallon per year biodiesel  facility in Adrian,  Michigan  ("BIG") and an oilseed

                                       24

<PAGE>

crush facility in Culbertson, Montana ("Culbertson").  These two facilities were
idled  during  the first  quarter  2009 due to a lack of  working  capital.  The
Company divested both of these facilities during the second quarter of 2009. The
financial  results of these  subsidiaries  have been  presented as  discontinued
operations  as and for  the  quarter  ended  September  30,  2009  (see  Note 6,
Discontinued  Operations).   The  Company's  specialty  equipment  manufacturing
operations  were also idled during the nine months ended September 30, 2009. The
Company intends to liquidate  certain assets of this operation during the fourth
quarter of 2009 and may scale this  operation as needed to fulfill the Company's
growth  needs  as it  builds,  installs  and  maintains  its  various  corn  oil
extraction facilities.

Plan of Operations

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

Unprecedented   volatility  in  the  global  financial  and  commodity   markets
intervened  during 2008 and early 2009,  and resulted in the loss of  previously
committed  sources  of  capital.   We  were  consequently   unable  to  complete
construction  and  initiate  production  with the amount of corn oil  extraction
facilities  needed to  achieve  break-even  cash  flow.  The  conditions  in the
financial  markets during the third and fourth  quarters of 2008 resulted in the
loss of  previously  committed  sources of  liquidity  during the second half of
2008.  We believe that these market  conditions  were also  responsible  for the
failure of our $38 million  project  equity  financing to close during the first
quarter 2009 as called for by the relevant December 2008 investment  agreements.
As a result of these events,  we halted all construction  activities,  and idled
and then divested our biodiesel refining and oilseed crush operations.

We  subsequently  arranged for sufficient  but costly bridge  financing to cover
essential overhead needs and we expect to be able to continue to rely on similar
financing for the  foreseeable  future pending the  resurrection  of our working
capital  resources and the completion of sufficient new financing to restart our
construction activities.

We were recently awarded two patents on for our corn oil extraction technologies
from the U.S. Patent and Trademark  Office.  We believe that the issuance of our
extraction patents, the strategic value of feedstock ownership, and other market
circumstances  have favorably shifted our market  positioning and made available
an  increased  array of  options to fully  capitalize  the  construction  of our
existing and planned new  extraction  facilities  and the  restructuring  of our
balance sheet.  We are currently  evaluating a number of  opportunities  in this
regard.

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

     >>   Complete the  financing  necessary to return to positive cash flow and
          to build as many  additional  extraction  facilities  as  possible  as
          quickly as possible;

     >>   Form strategic  partnerships  to accelerate  and amplify  execution of
          go-to-market  strategy for corn oil  extraction  technologies,  and to
          enhance the development of pilot and bench stage technologies; and,

     >>   Reduce and/or restructure the substantial  majority of our convertible
          and other debt raised  during  2004-2007 to develop and  commercialize
          our extraction and refining technologies.

Results of Operations

The following table sets forth, for the periods presented, revenues, expenses
and net income in our condensed consolidated statement of operations, as well as
other key financial and operating data:
<TABLE>
<CAPTION>
                                                                  3 Months Ended September 30           9 Months Ended September 30
                                                               -------------------------------       -------------------------------
                                                                       2009               2008               2009               2008
                                                               ------------       ------------       ------------       ------------
Summary Statement of Operations:
<S>                                                            <C>                <C>                <C>                <C>
Revenue ..................................................     $    927,817       $  2,494,602       $  2,960,501       $ 11,352,176
Cost of revenues .........................................          830,249          1,781,546          2,824,636          5,827,445
                                                               ------------       ------------       ------------       ------------
  Gross profit ...........................................           97,568            713,056            135,864          5,524,731

Operating expenses .......................................        1,286,828          1,007,317         14,869,543          4,492,750
                                                               ------------       ------------       ------------       ------------
   Income (loss) from operations .........................      (1,189,260)          (294,262)       (14,733,679)         1,031,980

Other income (expense),  net .............................      (2,205,536)        (2,875,118)        (6,379,576)        (9,455,906)
                                                               ------------       ------------       ------------       ------------
   Loss before noncontrolling interest and taxes .........      (3,394,796)        (3,169,380)       (21,113,255)        (8,423,925)

Noncontrolling interest in net loss of
 consolidated subsidiaries...............................             --                2,489               --                8,908
(Provision for) benefit from income taxes ................            --               (8,229)           402,347             (8,229)
Income from discontinued operations ......................            --           (2,554,787)        14,452,083         (3,114,859)
Preferred dividends ......................................             --                 --             (270,000)              --
                                                               ------------       ------------       ------------       ------------
   Net income (loss) .....................................    $ (3,394,796)      $ (5,729,907)      $ (7,765,533)      $(11,538,106)
                                                               ============       ============       ============       ============
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
Other financial data:
<S>                                                             <C>               <C>                <C>               <C>
Net cash flows (used in) provided by operating activities              --                 --             (683,366)         4,120,528
Net cash flows (used in) provided by investing activities             --                 --           (1,130,618)       (10,379,875)
Net cash flow (used in) provided by financing activities .             --                 --            1,804,280          6,313,537
                                                               ------------       ------------       ------------       ------------
   Net (decrease) increase in cash and cash equivalents ..             --                 --               (9,704)            54,190

Operating data:
Corn oil extracted (gallons) .............................          589,988            459,030          1,710,339            906,055
Average gross price of corn oil sold per gallon ($) ......     $       1.84       $       3.06       $       1.50       $       2.84

</TABLE>

Three Months Ended  September 30, 2009 Compared to Three Months Ended  September
30, 2008

Revenues

Total  revenues  for the three  months ended  September  30, 2009 were  $927,817
representing  a decrease of  1,566,785,  or 62.8%,  over the three  months ended
September  30, 2008 revenues of  $2,494,602.  Revenue for the three months ended
September 30, 2009  included  $876,230 in biofuel sales and $51,586 in equipment
and technology  sales. In the comparable  period of last year, our revenues were
comprised of $774,027  from the sales of biofuels and  $5,187,748  from sales of
equipment and technology.

Cost of Revenues

Cost of revenues for the three months ended September 30, 2009 were $830,249, or
89.5% of revenue compared to $1,781,546, or 71.4% of revenue for the same period
in 2008. During the three months ended September 30, 2009, the Company's biofuel
production  costs of revenue were  $548,944 as compared to $630,839 for the same
period in 2008, and were  attributable  to costs  associated  with feedstock and
other raw material  purchases,  transportation and maintenance.  Cost of revenue
for our  equipment  and  technology  sales  business were $147,376 for the three
months ended September 30, 2009 as compared to $1,865,908 for the same period in
2008.

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

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

Gross Profit

Gross  profit  loss for three  months  ended  September  30,  2009 was  $97,568,
representing a gross margin of 10.5%. This compared to gross profit of $713,056,
representing a gross margin of 28.6%, from the comparable period in 2008.

Operating Expenses

Operating expenses for the three months ended September 30, 2009 were $1,286,828
compared to $1,007,317 for the same period in 2008. Included in the three months
ended  September  30,  2009 was $0 in  stock-based  compensation  as compared to
$33,176 for the three months ended September 30, 2008. The greatest  increase in
operating  expenses,  $396,822 in bad debt expense,  was related to the accounts
receivable  due  from  BIG for  equipment  and  corn  oil  provided  by  various
subsidiaries  of the Company.  The Company has set up an allowance  for bad debt
for the total amount due.

Interest Expense

Interest  expenses and financing  costs for the three months ended September 30,
2009 were  $2,019,355 and  $1,588,899  for the three months ended  September 30,
2008.  Included in the three months ended  September 30, 2009 was  $1,567,185 of
interest  expense,  consisting of $1,381,442  in accrued  interest,  $185,743 in
accrued  interest  due to a related  party,  and  $452,170 in non-cash  expenses
associated with the conversion  features embedded in the convertible  debentures
issued by the Company during the three months ended September 30, 2009.

                                       26
<PAGE>

Amortization  of note discount was $284,592 and $579,424,  respectively  for the
three months ended September 30, 2009 and 2008.

Expenses Associated with Change in Convertible Liabilities

As of September 30, 2009, the Company had several convertible  debentures due to
YA Global Investments,  LP. The Company accounted for the convertible debentures
in accordance with FASB  Accounting  Standards  Codification,  Topic 105, as the
conversion  feature  embedded in the convertible  debentures could result in the
note principal and related accrued interest being converted to a variable number
of the Company's  common  shares.  We calculate the fair value of the conversion
feature  at the time of  issuance  and  record a  conversion  liability  for the
calculated  value. We recognize  interest  expense for the conversion  liability
which is added to the principal of the  debenture.  We also  recognize  interest
expense for accretion of the conversion liability over the term of the note. The
additional  value for the  conversion  features of $452,170 for the three months
ended September 30, 2009 have been recognized  within other income  (expense) as
Changes in conversion  liabilities  in the  accompanying  financial  statements,
including $325,252 for related party debt.

Net Income or Loss

Net loss from  continuing  operations  for the three months ended  September 30,
2009, was $3,394,796 as compared to a loss of $3,175,120 from the same period in
2008.  Gain  for  discontinued  operations  was $0 for the  three  months  ended
September  30,  2009 as  compared  to  $2,554,787  for the  three  months  ended
September 30, 2008. Net loss for the three months ended  September 30, 2009, was
$3,394,796 as compared to a loss of $5,729,907 from the same period in 2008.

The  Company's  net loss during the three  months ended  September  30, 2009 was
$3,394,796,  which is decreased  from the  $5,729,907  loss recorded in the same
period of 2008. The primary reasons for net loss were the dramatic  reduction in
our operating  activities as compared to 2008 and expenses  attributable to past
financing  and  restructuring  activities.  The income  included  the  following
non-cash  items:  amortization  of debt discount and deferred  financing fees of
about  $290,000,  loss  on  conversion  liabilities  of  $452,000,  depreciation
expenses of about $892,000, and accrued interest of about $1,500,000.

Nine months Ended September 30, 2009 Compared to Nine months Ended September 30,
2008

Revenues

Total  revenues for the nine months  ended  September  30, 2009 were  $2,960,501
representing  a decrease of  $8,391,675  , or 73.9%,  over the nine months ended
September  30, 2008 revenues of  $11,352,176.  Revenue for the nine months ended
September  30,  2009  included  $2,610,795  in  biofuel  sales and  $349,706  in
equipment and  technology  sales.  In the  comparable  period of last year,  our
revenues were comprised of $1,286,563 from the sales of biofuels and $10,065,613
from sales of equipment and technology.

Cost of Revenues

Cost of revenues for the nine months ended September 30, 2009 were $3,740,708 or
126.4 % of revenue compared to $5,827,445, or 51.3% of revenue for the same
period in 2008.

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

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

Gross Profit

Gross profit for nine months ended September 30, 2009 was $135,864, representing
a gross margin of 4.6%. This compared to $5,524,731, representing a gross margin
of 48.7% in the comparable period of the prior year.

                                       27
<PAGE>

Operating Expenses

Operating expenses for the nine months ended September 30, 2009 were $14,869,543
compared to $4,492,750 for the same period in 2008.  Included in the nine months
ended  September  30,  2009 was $0 in  stock-based  compensation  as compared to
$370,009 for the nine months ended September 30, 2008. The greatest  increase in
operating expenses,  $4,712,026 in bad debt expense, was related to the accounts
receivable  due  from  BIG for  equipment  and  corn  oil  provided  by  various
subsidiaries  of the Company.  The Company has set up an allowance  for bad debt
for the total amount due. Included within operating expenses is depreciation and
amortization  expense  of  $890,039  and  $100,103  for the  nine  months  ended
September  30,  2009,  and 2008,  respectively.  Depreciation  and  amortization
expense increased by $789,936 over the same period in 2008.

Interest Expense

Interest  expenses and financing  costs for the nine months ended  September 30,
2009 were  $5,899,219  and  $4,485,334  for the nine months ended  September 30,
2008.  Included in the nine months ended  September  30, 2009 was  $4,624,110 of
interest  expense,  consisting of $4,351,582  in accrued  interest,  $272,528 in
accrued  interest due to a related party,  and  $1,275,109 in non-cash  expenses
associated with the conversion  features embedded in the convertible  debentures
issued by the Company during the nine months ended September 30, 2009.

Amortization  of deferred  financing  costs and debt  discounts was $671,389 and
$1,569,576, respectively.

Expenses Associated with Change in Convertible Liabilities

As of September 30, 2009, the Company had several convertible  debentures due to
YA Global Investments,  LP. The Company accounted for the convertible debentures
in  accordance  with ASC 480,  Distinguishing  Liabilities  from Equity,  as the
conversion  feature  embedded in the convertible  debentures could result in the
note principal and related accrued interest being converted to a variable number
of the Company's  common  shares.  We calculate the fair value of the conversion
feature  at the time of  issuance  and  record a  conversion  liability  for the
calculated  value. We recognize  interest  expense for the conversion  liability
which is added to the principal of the  debenture.  We also  recognize  interest
expense for accretion of the conversion liability over the term of the note. The
additional  value for the  conversion  features of $1275,109 for the nine months
ended September 30, 2009 have been recognized  within other income  (expense) as
Changes in conversion  liabilities  in the  accompanying  financial  statements,
including $451,807 for related party debt.

Net Income or Loss

Net loss from  continuing  operations  for the nine months ended  September  30,
2009, was  $20,710,907 as compared to a loss of $8,423,246  from the same period
in 2008.  Gain for  discontinued  operations was $13,215,374 for the nine months
ended September 30, 2009 as compared to a loss of $3,114,859 for the nine months
ended September 30, 2008. Net loss for the nine months ended September 30, 2009,
was  $7,765,533  as  compared to a loss of  $11,538,106  from the same period in
2008.

The  Company's  net loss during the nine  months  ended  September  30, 2009 was
$7,765,533,  which is increased from the  $11,538,106  loss recorded in the same
period of 2008. The primary  reasons for the magnitude of this net loss were the
dramatic reduction in our operating  activities as compared to 2008 and expenses
attributable  to past  financing  and  restructuring  activities.  The loss also
included  the  following  non-cash  items:  impairment  charges  relating to the
Biofuels  Industries,  LLC subsidiary of about $7,300,000,  amortization of debt
discount and  deferred  financing  fees of about  $194,000,  loss on  conversion
liabilities of $1,200,000, depreciation expenses of about $890,000, and, accrued
interest of about $4,600,000.

LIQUIDITY AND CAPITAL RESOURCES

Current and Prior Year Activity

The  Company  had no cash as of  September  30,  2009.  Our  primary  sources of
liquidity  are cash  generated  from  proceeds  from issuance of debt and common
stock.  For the nine months ended September 30, 2009, cash provided by financing
activities was $1,804,280.

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

                                       28
<PAGE>

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, 2009,  accounts  receivable,  net of  allowance  for doubtful
accounts,  totaled $173,079 and inventories  totaled $616,056.  Accounts payable
and accrued expenses totaled $14,002,480.

For the nine months  ended  September  30, 2009,  we used  $683,366 in investing
activities as compared to $4,120,528  provided by investing  activities  for the
nine  months  ended  September  30,  2008,  and  financing  activities  provided
$1,130,618  in cash as compared to  $10,379,875  in cash  provided by  financing
activities during the nine months ended September 30, 2008.

The Company had a working  capital deficit of $66,705,102 at September 30, 2009,
which includes convertible  debentures and line of credit totaling  $30,219,765,
accrued interest payable of $8,626,962,  related party convertible debentures of
$5,219,438,  related party debt of $39,000,  $3,979,437 in purchase  obligations
and  $9,673  in  minority   interest   obligations   associated   with  inactive
subsidiaries.  The  Company's  working  capital  deficit net of these amounts is
$18,598,328.

Despite  their  classification  as  current  liabilities,   current  convertible
debentures,   line  of  credit  and  accrued  interest   ($38,846,727)  are  not
serviceable out of the Company's cash flows (the terms of the  convertible  debt
require  repayment in shares of either  GreenShift  Corporation  or GS AgriFuels
Corporation common stock). The purchase obligations ($3,979,437),  to the extent
due, are tied to the earnings of the Company's  equipment sales business and can
only be serviced after the Company's senior secured debt has been serviced.

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

Expected Activity Moving Forward

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

Cash Flows Provided By Operating Activities

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

Cash Flows Provided By Financing Activities

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

Cash Flows Used In Investment Activities

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


                                       29
<PAGE>



ITEM 3     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4     CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

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



                                       30
<PAGE>




                           PART II - OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS

On October 13, 2009, the U.S. Patent and Trademark Office issued U.S. Patent No.
7,601,858,   titled  "Method  of  Processing   Ethanol  Byproducts  and  Related
Subsystems"  (the '858  Patent)  to GS  CleanTech  Corporation,  a  wholly-owned
subsidiary of GreenShift  Corporation.  On October 27, 2009, the U.S. Patent and
Trademark Office issued U.S. Patent No. 7,608,729, titled "Method of Freeing the
Bound Oil Present in Whole  Stillage and Thin  Stillage" (the '729 Patent) to GS
CleanTech. Both the `858 Patent and the `729 Patent relate to the Company's corn
oil  extraction  technologies.  On October 13, 2009, GS CleanTech  filed a legal
action in the United  States  District  Court  (Southern  District  of New York)
captioned GS CleanTech  Corporation v. GEA Westfalia  Separator,  Inc.; and DOES
1-20, alleging  infringement of the `858 Patent. On October 13, 2009, GreenShift
filed a Motion to Dismiss with the same court  relative to a separate  complaint
filed previously by Westfalia alleging (1) false advertising in violation of the
Lanham Act ss. 43(a);  (2) deceptive  trade  practices and false  advertising in
violation of New York General  Business Law ss.ss.  349, 350 and 350-a;  and (3)
common law unfair  competition.  On October 13, 2009,  Westfalia filed its First
Amended Complaint in the matter captioned GEA Westfalia Separator,  Inc. and Ace
Ethanol, LLC v. GreenShift Corporation, which complaint included Ace Ethanol, an
ethanol production company,  and added claims seeking a declaratory  judgment of
invalidity and/or non-infringement of the `858 patent. On October 13, 2009, ICM,
Inc. filed a complaint in the United States  District Court (District of Kansas)
in the matter  captioned  ICM, Inc. v. GS CleanTech  Corporation  and GreenShift
Corporation,  alleging  unfair  competition,   interference  with  existing  and
prospective  business  and  contractual   relationships,   and  deceptive  trade
practices.   ICM  is  also  seeking  declaratory   judgment  of  invalidity  and
non-infringement  of the `858 patent.  On October 15, 2009, GS CleanTech filed a
Notice of Filing First Amended  Complaint for  infringement  of the `858 patent,
along with a copy of the First Amended Complaint,  which added ICM, Ace Ethanol,
Lifeline Foods LLC and ten additional  DOES as defendants in the case pending in
the Southern  District of New York.  These matters were only recently  commenced
and  Management is unable to  characterize  or evaluate the  probability  of any
outcome at this time.

The Company's  subsidiary,  NextGen Fuel,  Inc., is party to the matter entitled
O'Brien & Gere  Limited,  et al v. NextGen  Chemical  Processors,  Inc., et al.,
which  action  was filed in the  Supreme  Court of the  State of New  York.  The
verified  complaint had sought  performance  of and damages  relating to certain
service and related  agreements,  plus  attorney's  fees and costs.  This matter
relates to the  provision  by  plaintiffs  of certain  engineering  services  to
NextGen Chemical Processors,  Inc. ("NCP") during 2005 and 2006. NCP is owned by
the former shareholders of the NextGen Fuel, Inc., subsidiary.  On September 19,
2007, the Supreme Court of the State of New York dismissed a significant portion
of O'Brien & Gere's complaint with prejudice,  and on October 16, 2009 O'Brien &
Gere  dismissed  GS  AgriFuels  and the  Company  from the suit with  prejudice.
Management  does not believe  that there is a  reasonable  possibility  that the
claims made against NextGen Fuel by the plaintiffs in this  litigation  indicate
that a material  loss has occurred.  Accordingly,  an estimate of loss cannot be
determined  at this time and  therefore,  no accrual has been made in connection
with those claims.

The  Company's  GS  AgriFuels  subsidiary  is party to the  matter  entitled  GS
AgriFuels  Corporation  v.  Chaykin,  et al. The action was filed in the Supreme
Court of the State of New York,  County of New York,  on February  2, 2009.  The
Complaint seeks damages for defendants' fraudulent misrepresentations,  tortious
interference,  breach of acquisition  agreements and related claims  relating to
the  sale  by  the  defendants  of  the  stock  of  Sustainable  Systems,   Inc.
("Culbertson")  to  GS  AgriFuels,  and  arising  from  the  disclosure  by  the
defendants  that  Culbertson  owned its  Culbertson,  Montana  oilseed  crushing
facility when in fact  Culbertson  merely held the right to purchase the Montana
facility at the time of the acquisition by GS AgriFuels; the failure to disclose
by the defendants that Culbertson's  right to purchase the Montana facility,  as
well as any investment made in the Montana  facility,  was subject to forfeiture
within months of entering  into the  acquisition  agreements  with GS AgriFuels;
and, the provision by the defendants of materially  false financial  statements.
The  defendants  served a separate  action  entitled Max, et al. v. GS AgriFuels
Corporation, et al. in the Montana Fourth Judicial District Court in response to
GS AgriFuels' New York  complaint.  GS AgriFuels has petitioned for dismissal of
the  Montana  action  and  three  of  the  former  shareholders  of  Culbertson,
corresponding to about 64% of the former  shareholders' prior ownership interest
in  Culbertson,  have entered into  settlement  agreements  pursuant to which GS
AgriFuels has been released from all obligations under the relevant  acquisition
agreements and  otherwise.  Despite these  settlements,  Management is unable to
evaluate the probability of an unfavorable  outcome at this time. An estimate of
loss cannot be determined and therefore,  no accrual has been made in connection
with this  contingency,  however,  Carbonics  Capital  Corporation  (see Note 6,
Discontinued  Operations,  above) has assumed all rights and  obligations  of GS
AgriFuels  pertaining  to this  litigation.  Carbonics is majority  owned by the
Company's majority shareholder, Viridis Capital, LLC.

                                       31
<PAGE>

ITEM 1A    RISK FACTORS

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

ITEM 2     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From time to time during the nine months ended  September 30, 2009,  the Company
issued a total of 582,942,436  shares to the Company's various  convertible debt
holders upon their  conversion of convertible  debenture in the aggregate amount
of $1,597,804.  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 entities
whose principals had access to detailed  information  about the Company and were
acquiring the shares for the entity's own account. There were no underwriters.

ITEM 3     DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5     OTHER INFORMATION

None.














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<PAGE>



ITEM 6   EXHIBITS

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

INDEX TO EXHIBITS

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

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

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


                                   SIGNATURES

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

GREENSHIFT CORPORATION

By

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

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


Date:         November 24, 2009









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