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

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

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

                          COMMISSION FILE NO.: 0-50469


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


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


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


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

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

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

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

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

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

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



[OBJECT OMITTED]

<PAGE>




                                 Amendment No. 1

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

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

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

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














                                       2
<PAGE>

<TABLE>



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

                                TABLE OF CONTENTS




<CAPTION>

                                                                                                         Page No
Part I - Financial Information

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

             Condensed Consolidated Balance Sheet as of March 31, 2009 (unaudited)...........................6

             Condensed Consolidated Statements of Operations for the Three Month Period
             Ended March 31, 2009(unaudited) and 2008 (unaudited)............................................7

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

             Statement of Stockholders' Equity - Year Ended December 31, 2008 and Three
             Months Ended March 31, 2009.....................................................................9

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

Item 2       Management's Discussion and Analysis of Financial Condition and Results of Operations .........27

Item 3       Quantitative and Qualitative Disclosures about Market Risk.....................................33

Item 4       Controls and Procedures .......................................................................33

Part II - Other Information

Item 1       Legal Proceedings .............................................................................34

Item 1A      Risk Factors ..................................................................................34

Item 2       Unregistered Sales of Equity Securities and Use of Proceeds ...................................34

Item 3       Defaults upon Senior Securities ...............................................................34

Item 4       Submission of Matters to a Vote of Security Holders............................................34

Item 5       Other Information .............................................................................34

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


Signatures..................................................................................................35

</TABLE>


                                       3
<PAGE>
Basis of Presentation

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

Market and Industry Data Forecasts

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

Forward Looking Statements

We make certain forward-looking statements in this Quarterly Report on Form 10-Q
and  in  the  documents  that  are  incorporated  herein  by  reference.   These
forward-looking  statements  relate to our outlook or expectations for earnings,
revenues,  expenses,  asset  quality  or  other  future  financial  or  business
performance,  strategies or expectations,  or the impact of legal, regulatory or
supervisory  matters  on  our  business,  results  of  operations  or  financial
condition.  Specifically,  forward-looking  statements  may  include  statements
preceded  by,  followed  by  or  that  include  the  words  "estimate,"  "plan,"
"project,"  "forecast,"  "intend,"  "expect,"  "anticipate,"  "believe," "seek,"
"target" or similar  expressions.  These  statements  reflect  our  management's
judgment based on currently available  information and involve a number of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those in the forward-looking  statements.  Future performance cannot be ensured.
Actual  results  may  differ  materially  from  those  in  the   forward-looking
statements.  Some factors that could cause our actual results to differ include:
>>  the  volatility  and  uncertainty  of  commodity   prices;   >>  operational
disruptions at our facilities;  >> the costs and business risks  associated with
developing  new products and entering new markets;  >> our ability to locate and
integrate future acquisitions; >> our ability to develop our corn oil extraction
and  biodiesel  production  facilities;  >> the  effects  of other  mergers  and
consolidations  in  the  biofuels  industry  and  unexpected   announcements  or
developments  from  others  in the  biofuels  industry;  >> the  impact  of new,
emerging and competing  technologies on our business;  >> the possibility of one
or more of the markets in which we compete being  impacted by  political,  legal
and  regulatory  changes  or other  external  factors  over  which  they have no
control;  >> changes in or elimination of governmental laws,  tariffs,  trade or
other  controls or  enforcement  practices;  >> our  reliance on key  management
personnel;  >> limitations  and  restrictions  contained in the  instruments and
agreements  governing  our  indebtedness;  >> our  ability  to raise  additional
capital and secure additional financing;  >> our ability to implement additional
financial and management  controls,  reporting systems and procedures and comply
with  Section 404 of the  Sarbanes-Oxley  Act,  as  amended;  and >> other risks
referenced  from  time to time in our  filings  with the SEC and  those  factors
listed in this Form 10Q under Item 1A, Risks Factors, beginning on page 39.

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


                                       4
<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1            FINANCIAL STATEMENTS (UNAUDITED)








































                                       5
<PAGE>
<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
             AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31, 2008
<CAPTION>
                                                                                         RESTATED        RESTATED
                                                                                        3/31/2009      12/31/2008
                                                                                    -----------------------------
ASSETS
Current assets:
<S>                                                                                 <C>              <C>
   Cash .........................................................................   $       8,839    $      10,028
   Accounts receivable, net of allowance of doubtful accounts of $0 and $46,962 .         201,314          733,768
   Inventories ..................................................................         616,056          616,056
   Cost and earnings in excess of billings ......................................         235,941          175,592
   Project development costs ....................................................         379,355          379,355
   Assets to be disposed - current ..............................................       2,405,435        3,257,844
   Prepaid expenses and other assets ............................................          18,582          111,125
                                                                                    -------------    -------------
     Total current assets .......................................................       3,865,522        5,283,768
                                                                                    -------------    -------------
Other Assets:
   Property and equipment, net ..................................................      11,044,497       11,125,547
   Deposits .....................................................................         213,634          213,634
   Construction in progress .....................................................       4,748,408        4,541,554
   Intangible assets, net .......................................................          38,402           42,959
   Deferred financing costs, net ................................................         291,206          390,464
   Long term investments ........................................................       2,501,324        2,501,324
   Goodwill .....................................................................            --          7,281,993
   Assets to be disposed ........................................................      15,408,645       15,949,146
                                                                                    -------------    -------------
     Total other assets .........................................................      34,246,116       42,046,620
                                                                                    -------------    -------------
TOTAL ASSETS ....................................................................   $  38,111,638    $  47,330,388
                                                                                    =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
   Line of credit ...............................................................   $  11,069,690    $  11,044,838
   Accounts payable and accrued expenses ........................................      15,037,150       14,551,651
   Accrued interest payable .....................................................       8,067,518        6,603,228
   Accrued interest payable - related party .....................................         225,741          179,711
   Billings in excess of earnings ...............................................            --             13,576
   Deferred revenue, current portion ............................................            --               --
   Income tax payable ...........................................................          45,000           45,000
   Current portion of long term debt ............................................       9,383,070        8,785,668
   Convertible debenture - related party debt, net of discount ..................       1,676,197        1,900,333
   Current portion of convertible debentures, net of discount ...................      24,831,536       11,792,387
   Other current liabilities ....................................................         521,066          604,587
   Liabilities of discontinued operations, current ..............................         363,228          363,228
   Liabilities due to shareholders ..............................................         932,328          932,328
   Liabilities to be disposed ...................................................       8,754,432        8,418,929
                                                                                    -------------    -------------
     Total current liabilities ..................................................      80,906,956       65,235,464
                                                                                    -------------    -------------
Long term liabilities:
   Long term debt, net of current ...............................................         373,931          964,028
   Asset retirement obligation ..................................................         247,729          247,462
   Deferred revenue, net of current portion .....................................            --               --
   Liabilities to be disposed ...................................................      20,487,136       20,396,893
   Convertible debentures, net of current .......................................       8,556,848       21,188,196
                                                                                    -------------    -------------
     Total long term liabilities ................................................      29,665,644       42,796,579
Total liabilities ...............................................................     110,572,600      108,032,043
                                                                                    -------------    -------------
Equity:
   Stockholders' equity (deficit):
   Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized:
     Series A: 0 shares issued and outstanding, respectively ....................            --               --
     Series B: 2,508,671 and 2,519,219shares issued and outstanding, respectively           2,509            2,519
     Series C: 0 shares issued and outstanding ..................................            --               --
     Series D: 799,954 and 800,000 shares issued and outstanding, respectively ..             800              800
     Series E: 20,000 and 20,000 shares issued and outstanding, respectively ....              20               20

  Common stock, $0.001 par value, 500,000,000 authorized;
     210,396,022 and 95,144,983, shares issued and outstanding, respectively ....         210,395           95,144
     Additional paid-in capital .................................................      80,441,843       79,662,413
   Accumulated deficit ..........................................................    (153,126,202)    (140,472,224)
                                                                                    -------------    -------------
     Total stockholders' equity (deficit) .......................................     (72,470,635)     (60,711,328)
     Non-controlling interest in subsidiary .....................................           9,673            9,673
                                                                                    -------------    -------------
         Total equity (deficit) .................................................     (72,460,962)     (60,701,655)
                                                                                    -------------    -------------
TOTAL LIABILITIES AND EQUITY ....................................................   $  38,111,638    $  47,330,388
                                                                                    =============    =============
       The notes to the Condensed Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       6
<PAGE>
<TABLE>


                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
                                   (UNAUDITED)
<CAPTION>
                                                                        RESTATED            RESTATED
                                                                    Three Months        Three Months
                                                                   Ended 3/31/09       Ended 3/31/08
                                                                ------------------------------------
<S>                                                             <C>                 <C>
Revenue .....................................................   $        855,658    $      2,895,799
   Cost of revenues .........................................          1,155,724           1,520,100
                                                                ----------------    ----------------
      Gross profit ..........................................           (300,066)          1,375,699
                                                                ----------------    ----------------
Operating expenses:
   General and administrative expenses ......................            905,320             594,771
     Selling expenses .......................................             12,240              44,059
   Research and development .................................               --                   601
   Amortization of intangibles ..............................               --               525,000
   Impairment of goodwill ...................................          7,281,993                --
   Stock based compensation .................................               --               304,017
                                                                ----------------    ----------------
     Total operating expenses ...............................          8,199,552           1,468,448
                                                                ----------------    ----------------
Income (loss) from operations ...............................         (8,499,618)            (92,749)
                                                                ----------------    ----------------
Other income (expense):
   Amortization of debt discount & deferred financing .......           (186,810)           (463,003)
   Loss on disposal and impairment of investments ...........               --            (1,662,600)
   Miscellaneous interest income ............................              6,902               5,115
   Other income (expense) ...................................               --                24,875
   Conversion liabilities ...................................           (406,387)            (47,070)
   Conversion liabilities - affiliates ......................            (61,924)               --
   Interest expense - affiliate .............................            (42,001)            (27,596)
   Interest expense .........................................         (1,471,216)         (1,187,140)
                                                                ----------------    ----------------
     Total other income (expense), net ......................         (2,161,436)         (3,357,419)
                                                                ----------------    ----------------
Loss before minority interest and income taxes ..............        (10,661,054)         (3,450,168)
   Minority interest in net loss of consolidated subsidiaries               --                (7,019)
                                                                ----------------    ----------------
Loss before provision for income taxes ......................        (10,661,054)         (3,457,187)
   (Provision for)/benefit from income taxes ................               --                  --
                                                                ----------------    ----------------
Loss from continuing operations .............................        (10,661,054)         (3,457,187)
                                                                ----------------    ----------------
Discontinued Operations:
   Loss from discontinued operations ........................         (1,722,924)            (53,028)
                                                                ----------------    ----------------
Net loss ....................................................   $   (12,383,978)    $     (3,510,214)
                                                                ===============     ================
Mandatorily Redeemable Preferred Equity .....................           (270,000)               --
                                                                ----------------    ----------------
Net loss attributable to common shareholders ................   $    (12,653,978)   $     (3,510,214)
                                                                ================    ================
Weighted average common shares outstanding:

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

Earnings (loss) per share:
   Loss from continuing operations ..........................   $          (0.10)   $          (0.06)
   Income (loss) from discontinued operations ...............              (0.02)              (0.00)
                                                                ----------------    ----------------
   Net loss per share - basic and diluted ...................   $          (0.12)   $          (0.07)
                                                                ================    ================
   Net loss .................................................   $          (0.12)   $         (0.07)
                                                                ================    ================

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

<TABLE>
                     GREENSHIFT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
<CAPTION>
                                                                        RESTATED        RESTATED
                                                                    Three Months    Three Months
                                                                   Ended 3/31/09   Ended 3/31/08
                                                                   -----------------------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                <C>             <C>
   Loss from continuing operations .............................   $(10,661,054)   $ (3,457,187)
   Loss from discontinued operations ...........................     (1,722,924)        (53,028)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
   Depreciation and amortization ...............................        293,218         130,132
   Amortization of intangibles .................................          4,557         525,800
   Amortization of debt discount and deferred financing costs ..        190,474         463,002
   Change in allowance for doubtful accounts ...................           --          (143,047)
   Interest from conversion liability ..........................        468,311          47,070
   Stock based compensation ....................................           --           304,017
   Acretion of asset retirement obligation .....................            544            --
   Loss on disposal of investments .............................           --         1,662,600
   Loss on impairment of goodwill ..............................      7,281,993            --

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

                                       8
</TABLE>

<PAGE>

<TABLE>



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

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

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


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

                                       9
<PAGE>

<TABLE>


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

<CAPTION>

                                            Non-controlling
                                                  interest     Additional
                                                        in       Paid-in Accumulated          Total
                               Common Stock     subsidiary       Capital     Deficit         Equity
                        ----------- ---------- ------------ ------------- -----------    -----------
                            Shares       Amount     Amount        Amount      Amount         Amount
                        ----------- ---------- ------------ ------------- -----------    -----------
<S>                     <C>          <C>            <C>      <C>          <C>             <C>
Balance at 12/31/07,    30,693,083   $ 30,693           --   $66,175,522  $(91,821.644)$(25,613,224)
Restated
                        =========== ========== ============ ============= ===========    ===========
Non-controlling                 --         --       25,000            --          --         25,000
interest investment
in subsidiary
Adjustment of
conversion of
subsidiary minority
interest                        --         --           --       183,373          --        183,373
Shares issued for
conversion of           11,000,597     11,000           --       543,657          --        554,657
debentures
Adjustment for
transfer of entity              --         --           --      (27,800)          --       (27,800)
under common control
Stock based                850,000        850           --        50,550          --         51,400
compensation
Cancellation of debt            --         --           --     2,952,968          --      2,952,968
- related party
Conversion of               25,084         25           --         1,229          --             --
minority interest
Repurchase of                   --         --           --   (1,950,000)          --     (1,950,000)
subsidiary stock
Cancellation of debt            --         --           --       293,085          --        293,085
- related party
Conversion of Series
B Preferred Stock to     6,797,634      6,798           --       (6,647)          --             --
Common
Issuance of Series B
Preferred Stock to              --         --           --     7,215,308          --      7,218,333
create Employee Pool
Partial Conversion of   12,652,825     12,653           --      (12,147)          --            --
Series B to Common
Conversion of debt       6,875,000      6,875           --     1,093,125          --      1,100,000
Common stock issued      6,250,000      6,250           --     1,084,511          --      1,090,761
for financing fees
Acquisition of          20,000,760     20,000           --     2,065,680          --      2,085,700
subsidiary
Priority return on
subsidiary                      --         --           --            --      (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  $79,662,413 $(140,472,224) $(60,701,655)
Restated
                        =========== ========== ============= ============ ===========   ===========
                           263,700        264           --         (253)          --            --

Conversion of Series
B Preferred Stock to
Common Manadatorily           --         --           --            --       (270,000)    (270,000)
reddemable preferred
Shares issued for
conversion of
debentures/conversion
liabilities             114,708,558   114,709           --       779,961          --       894,670
Conversion of Series
D Preferred Stock to
Common                     278,781        278           --         (278)          --            --
Net loss                        --         --           --            --  (12,383,978)  (12,383,978)
                        ----------- ---------- ------------- ------------ -----------   -----------
Balance at 3/31/09,     210,396,022  $210,395        $9,673  $80,441,843  $(153,126,202) (72,460,962)
Restated
                        =========== ========== ============= ============ ===========   ===========

       The notes to the Condensed Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       10

<PAGE>




1        BASIS OF PRESENTATION

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

DIVESTITURES

Biofuel Industries Group, LLC

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

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

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

Sustainable Systems, Inc.

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

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

                                       11
<PAGE>

Montana   Department  of  Agriculture   pending   liquidation  of  Sustainable's
inventories  to satisfy  the  oilseed  payables.  Sustainable  is  permitted  to
reacquire  its  commodity  license upon the  completion  of  sufficient  working
capital  and equity  financing  to operate.  The  liquidation  of  Sustainable's
inventory  is ongoing and is expected to be complete  during the second  quarter
2009.

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

2        NATURE OF OPERATIONS

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

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

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

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

SEGMENT DESCRIPTIONS

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

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

3        GOING CONCERN

The Company had a working  capital  deficit of  $77,041,434  at March 31,  2009,
which includes convertible  debentures of $24,831,536,  accrued interest payable
of  $8,293,259,  related  party  debt  of  $20,000,  related  party  convertible
debentures of $1,676,197,  $3,979,437 in purchase obligations, and $4,821,738 in
amounts due to the prior owners of our oilseed  crush  facility.  The  Company's
working capital deficit net of these amounts is $33,419,267.

                                       12
<PAGE>

Despite  their  classification  as  current  liabilities,   current  convertible
debentures and accrued  interest  ($33,124,795)  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.

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


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

4        SIGNIFICANT ACCOUNTING POLICIES

MINORITY INTEREST

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

GOODWILL AND INTANGIBLE ASSETS

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

The Company  reviews its  goodwill  annually for  possible  impairment  and more
frequently  if events or changes in  circumstances  indicate  goodwill  might be
impaired.  The Company uses three methods of valuation to determine  impairment.
The first method used is book value,  the second  methodology is Discounted Cash
Flow  analysis and the third method is a  combination  of  Discounted  Cash Flow
analysis and Market  Multiples  The  discounted  cash flow  calculation  is made
utilizing  various  assumptions  and  estimates  regarding  future  revenues and
expenses,  cash flow and discount  rates.  The  assumptions  used are  sometimes
significantly  different than  historical  results due to the Company's  current
business  initiatives.  If the Company fails to achieve results in line with the
assumptions  used,  intangible assets may be impaired.  Possible  impairment may
exist if the fair  value  computed  using the  discounted  cash  flow  valuation
approach is lower than the carrying amount of the reporting unit (including

                                       13
<PAGE>
goodwill).  Further analysis would be required if possible  impairment exists by
comparing the implied fair value of the reporting  unit,  which is the excess of
the fair value of the  reporting  unit over  amounts  assigned to the  reporting
unit's  assets and  liabilities,  to the  carrying  amount of  goodwill.  If the
carrying  amount of the  reporting  unit's  goodwill is greater than the implied
fair value,  an impairment  loss equal to the  difference  would be recorded and
goodwill would be written down.

During the three months ended March 31, 2009, the Company recorded an impairment
of goodwill in the amount of $7,281,993 related to the BIG acquisition.

The changes in the  carrying  amount of goodwill  during the three  months ended
March 31, 2009 are as follows:
<TABLE>
<CAPTION>
                                        Equipment and      Culinary Oil    Environmental
                                      Technology Sales       Production         Services            Total
                                      -------------------------------------------------------------------
<S>                                   <C>              <C>                <C>              <C>
Balance at December 31, 2007                  905,579         7,458,877               --        8,364,456
Goodwill Acquisition                          421,727                --        7,281,993        7,703,720
Impairment/Loss                           (1,327,306)       (7,458,877)               --      (8,786,183)
                                      ---------------  ----------------  ---------------  ---------------
Balance at December 31, 2008                       --                --        7,281,993        7,281,993
Goodwill Acquisition                               --                --               --               --
Impairment/Loss                                    --                --      (7,281,993)      (7,281,993)
                                      ---------------  ----------------  ---------------  ---------------
Balance at March 31, 2009             $            --  $             --  $            --  $            --
                                      ===============  ================  ===============  ===============
</TABLE>
FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

o    Level 3 --  unobservable  inputs for the asset or liability  only used when
     there is little,  if any, market activity for the asset or liability at the
     measurement date. Financial assets and liabilities utilizing Level 3 inputs

                                       14
<PAGE>

     include infrequently-traded,  non-exchange-based derivatives and commingled
     investment funds, and are measured using present value pricing models.

<TABLE>
<CAPTION>
                                                                              Fair Value
--------------------------------------------------------------------------------------------------------------------
As of March 31, 2009                                   Level 1         Level 2         Level 3          Total
--------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>           <C>              <C>
Embedded conversion liabilities                        $    --         $    --       $ 1,764,322      $ 1,764,322
</TABLE>

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:
<TABLE>
<CAPTION>

<S>                                                                        <C>
Balance of Embedded Conversion Liability at December 31, 2008              $    1,504,081
Present Value of beneficial conversion features of new debentures                 435,401
Reductions in fair value due to principal conversions                            (208,070)
Accretion adjustments to fair value - beneficial conversion features               32,910
                                                                            -------------
Balance at March 31, 2009                                                   $   1,764,322
                                                                            =============
</TABLE>
The fair value of the conversion features are calculated at the time of issuance
and the Company  records a conversion  liability for the calculated  value.  The
Company recognizes interest expense for the conversion  liability which is added
to the principal of the debenture.  The Company also recognizes interest expense
for  accretion  of the  conversion  liability to fair value over the term of the
note.

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

5        STOCKHOLDERS' EQUITY

SERIES E PREFERRED STOCK

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

COMMON STOCK

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

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

6         DISCONTINUED OPERATIONS

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").

                                       15
<PAGE>
The Company's  ownership of BIG is subject to rescission in the event that:  (a)
the BIG  Loans  are not  timely  serviced  and  kept in good  standing,  (b) the
Guaranty Payments,  to the extent due, are not timely made, and (c) if the Class
A Redemption payments are not made to the extent that they are due. In addition,
BIG's agreements with its senior creditor,  Citizens Bank, require Citizens Bank
to provide its written consent to change of control transactions.  Citizens Bank
had  previously  consented to the change of control of BIG on the condition that
the  Company  closed  on its  prior  financing  agreements  with  CleanBioenergy
Partners,  LLC (see Note 12,  Commitments  and  Contingencies).  This  financing
failed to close as expected in March 2009 despite the Company's  compliance with
the relevant agreements,  and Citizens Bank consequently withdrew its consent to
the change of control of BIG. The Company subsequently entered into negotiations
in April 2009 to restructure the terms of the BIG acquisition, however, a notice
of default of the  Exchange  Agreement  was declared on May 14, 2009 in order to
maintain  compliance with BIG's loan  agreements  with Citizens Bank.  While the
Company is actively  pursuing debt and equity capital to subsidize the expansion
of the Adrian refinery,  the Company does not intend to restructure the original
acquisition transaction at this time. Instead, the Company intends to facilitate
rescission of the original  acquisition  transaction  and the divestiture of BIG
during the quarter ended June 30, 2009 due to changed market circumstances.

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

The components of discontinued operations relating to the planned divestiture of
BIG are as follows:
<CAPTION>
                                                                                3/31/2009      12/31/2008
                                                                             ----------------------------
<S>                                                                          <C>                <C>
Current assets ...........................................................   $    522,376       1,006,362
Other assets .............................................................           --           233,816
Property and equipment ...................................................     12,532,479      12,761,877
                                                                             ------------    ------------
Total assets .............................................................     13,054,855      14,002,055

Accounts Payable and Accrued Expenses ....................................      2,712,954       2,490,604
Line of credit............................................................        745,235         745,235
Other current liabilities.................................................        263,950         290,778
Long term debt ...........................................................      8,759,491       8,760,853
Mandatorily redeemable equity ............................................     10,710,000      10,440,000
                                                                             ------------    ------------
Total liabilities ........................................................   $ 23,191,630      22,727,470

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


SUSTAINABLE SYSTEMS, INC.

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

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

                                       16
<PAGE>

While the Company is actively  pursuing  strategic  investment  to replenish the
working capital  resources of Sustainable,  the Company intends to divest of the
majority,  and probably all, of its equity  holdings in  Sustainable  during the
second quarter 2009. The divestiture of Sustainable has not been completed as of
the  filing  date  of  this  report,  however,  the  financial  results  of this
subsidiary have been presented as discontinued operations as and for the quarter
ended March 31, 2009.
<TABLE>
The components of discontinued operations relating to the planned divestiture of
Sustainable are as follows:
<CAPTION>
                                                                              3/31/2009     12/31/2008
                                                                            --------------------------
<S>                                                                         <C>            <C>
Inventory ...............................................................   $ 1,023,283    $ 1,558,018
Other current assets ....................................................       859,776        693,483
Property and equipment ..................................................     1,394,708      1,425,282
Construction in progress ................................................     1,481,459      1,481,459
Other assets ............................................................          --           46,712
                                                                            -----------    -----------
Total assets ............................................................     4,759,226      5,204,954

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

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


7         LINES OF CREDIT

Revolving Line of Credit for Construction of Corn Oil Extraction Facilities

On January 25, 2008,  GS COES  (Yorkville  I), LLC, a subsidiary of the Company,
closed  on the  terms of a  Credit  Agreement  with YA  Global  Investments,  LP
("YAGI").  On July 1,  2008,  the  Credit  Agreement  was  amended to extend the
commencement  of  payments  to  YAGI  to  October  1,  2008  and to  extend  all
performance  timelines to December 31,  2008.  On December 11, 2008,  the Credit
Agreement  was  amended to extend the  maturity  date to January  31,  2011,  to
increase the revolving  availability  to  $13,750,000,  and to  restructure  the
repayment  provisions such that amounts  advanced by YAGI would be repaid on the
closing of  financing  from  CleanBioenergy  Partners,  LLC, an  affiliate of GE
Energy  Financial  Services.  The Credit Agreement was issued for the purpose of
constructing  and  installing  corn  oil  extraction  facilities  based  on  the
Company's patented and patent-pending  corn oil extraction  technologies.  While
the revolving availability under the line of credit was increased to $13,750,000
in the December 11, 2008 amendment,  and the Company was otherwise in compliance
with the  amended  terms,  the  Company  was  unable  to access  the  additional
availability.  The 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 (see Note 16,  Subsequent
Events).

The  Company  accounted  for the YAGI line of credit  dated  January 25, 2008 in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded in the YAGI line of credit could result in the principal being
converted to a variable  number of the  Company's  common  shares.  The carrying
amount of the line has been  restated  for the prior  year  (please  see Note 17
Restatement, below). The Company determined the value of the YAGI line of credit
at December 31, 2008 to be $11,044,838  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 present value of $1,044,838 at

                                       17
<PAGE>

December 31, 2008 to its estimated  settlement  amount of $1,111,111 at December
31, 2010.  For the three months ended March 31, 2009,  an expense of $24,852 has
been  recorded  as  interest  expense for the  accretion  of the  present  value
discount on the line of credit,  thereby  increasing  the carrying  value of the
YAGI line of credit to $11,069,690 at March 31, 2009.

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


The Company does not have any ratios or covenants in conjunction with the YAGI
debt.

8        FINANCING ARRANGEMENTS
<TABLE>
The following is a summary of the Company's  financing  arrangements as of March
31, 2009:
<CAPTION>
Current portion of notes payable:                                           3/31/2009
                                                                        -------------
<S>                                                                      <C>
Note payable from NextGen Acquisition to Stillwater ..................   $  2,071,886
Purchase obligations from NextGen Acquisition to NextGen sellers .....      3,979,437
Purchase obligations from GS AgriFuels to Sustainable Systems sellers       1,017,451
Asset retirement obligation, current .................................            277
Vehicle loans and other short term borrowings ........................         46,024
Mortgages and other term notes .......................................         63,416
Current portion of notes payable from GreenShift to Bollheimer .......        320,000
Current portion of notes payable from GS CleanTech ...................        150,000
Current portion of convertible notes payable from GS CleanTech .......      1,734,579
                                                                         ------------
     Total current portion of notes payable ..........................   $  9,383,070
                                                                         ============
Long-term notes payable, net of current maturities:
Mortgages and other term notes .......................................   $    373,931
                                                                         ------------
     Total long term notes payable, net of current maturities ........   $    373,931
                                                                         ============
Asset retirement obligation:
Asset retirement obligation ..........................................   $    247,729
                                                                         ============
Current portion of convertible debentures:
Convertible debenture payable from GS AgriFuels to YAGI ..............   $  1,949,631
Convertible debenture payable from GS AgriFuels to YAGI ..............      5,500,000
Convertible debenture payable from GS AgriFuels to YAGI ..............     12,860,000
Note discounts .......................................................       (210,851)
Convertible debenture payable from GreenShift  to RAKJ Holdings
                                                                              390,000
Convertible debenture payable from GreenShift  to Acutus .............        538,469
Convertible debenture payable from GS AgriFuels to Sustainable Systems      1,902,140
sellers
Convertible debenture payable from GS AgriFuels to Sustainable Systems      1,902,147
                                                                         ------------
sellers
     Total current portion of convertible debentures .................   $ 24,831,536
                                                                         ============
 Long-term convertible debentures, net of current maturities:
Convertible debenture payable from GreenShift to YAGI ................   $  2,084,986
Convertible debenture payable from GreenShift to YAGI ................        175,915
Convertible debenture payable from GreenShift to YAGI ................      1,224,063
Convertible debenture payable from GreenShift to YAGI ................      2,789,278
Conversion liabilities ...............................................        332,607
Convertible debenture payable from GreenShift  to YAGI ...............      1,950,000
                                                                         ------------
     Total long-term portion of convertible debentures ...............   $  8,556,848
                                                                         ============
</TABLE>

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

GreenShift Corporation                             $        8,762,710
GS AgriFuels Corporation                                   24,113,918
                                                   ------------------
     Total                                         $       32,876,628
                                                   ==================
                                       18
<PAGE>

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

Year                                                          Amount
--------------------------------------------------------------------
2009                                              $       33,824,606
2010                                                         436,228
2011                                                       8,581,621
2012                                                         377,250
2013 and thereafter                                          173,410
                                                  ------------------
Total minimum payments due under current and      $       43,393,115
                                                  ==================
long term obligations

9         DEBT AND PURCHASE OBLIGATIONS

OTHER CONVERTIBLE DEBENTURES

During  the year  ended  December  31,  2008,  the  Company  issued  convertible
debentures  to Acutus  Capital,  LLC  ("Acutus")  in the amounts of $250,000 and
$235,000, respectively. The convertible debentures to Acutus shall bear interest
at a rate of 20% per year and mature on December 31, 2008 and February 15, 2009,
respectively.  Acutus is entitled to convert the accrued  interest and principal
of the  convertible  debenture  into common stock of the Company at a conversion
price equal to $1.25 per share.  The Company  accounted  for the YAGI  Debenture
dated February 8, 2006 in accordance  with SFAS No. 150,  Accounting for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity (SFAS
150), as the conversion  feature  embedded in the YAGI 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 17 Restatement,  below).  The Company determined the value
of the Acutus  Debenture at December 31, 2008 to be $538,469  which  represented
the  face  value  of the  debenture  plus the  present  value of the  conversion
feature.  The  liability  for the  conversion  feature  shall  increase from its
present value of $53,469 at December 31, 2008 to its estimated settlement amount
of $53,889. The carrying value of the Acutus Debenture was $538,469 at March 31,
2009. As of March 31, 2009, the Company was in default on the Acutus  debenture.
For the three months ended March 31, 2009, interest expense of $23,918 for these
obligations was incurred.

During the year ended  December 31, 2008,  the Company  entered into amended and
restated  convertible  debentures  with MIF that total  $1,319,783.  This amount
includes the $410,930 in notes payable that MIF purchased from Viridis, $757,853
in  convertible  debt  that  were  purchased  from  Candent,   and  $500,000  in
convertible  debt  that  was  purchased  from  Acutus  Capital,  as  well  as an
additional  $151,000 in new convertible  debt that MIF purchased during December
2008.  The total  convertible  debentures  due to MIF were  reduced by  $432,932
during the year ended  December  31, 2008,  after MIF  purchased  the  debenture
payable to the Company from EcoSystem  Corporation by reducing the amount of the
convertible  debt the  Company  owed to MIF.  $500,000 of the  convertible  debt
issued to MIF bears interest at a rate of 20% and the balance of the convertible
debentures  shall bear interest at 12% per year and mature on December 31, 2010.
MIF is  entitled  to convert  the  accrued  interest  and  principal  of the MIF
convertible  debenture  into common stock of the Company at a  conversion  price
equal to the lesser of (a) $1.25 per share or (b) 90% of the lowest daily volume
weighted average price for the twenty trading days preceding conversion.  During
the three  months ended March 31, 2009,  MIF funded an  additional  $609,100 and
converted  $439,000  on the  amount  due into  Company  common  stock,  and sold
$315,000 of the principal amount due to MIF to RAKJ Holdings, Inc. ("RAKJ"). The
Company  accounted  for the MIF  Debenture  in  accordance  with  SFAS No.  150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity (SFAS 150), as the  conversion  feature  embedded in the
RAKJ 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 17  Restatement,  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 three months ended March
31, 2009, the Company recognized an additional  conversion  liability at present
value of $57,281 for  additional  funding  received,  recognized  a reduction in
conversion  liability  value of $75,718 for the  conversion and sale noted above
and recorded an expense of $4,643 as interest  expense for the  accretion of the
present value of the conversion liability for the quarter. The carrying value of
the MIF  Debenture  was  $1,355,507  at March 31, 2009,  including  principal of
$1,241,951  and the value of the  conversion  liability.  The  liability for the
conversion  feature  shall  increase from its present value of $113,556 at March
31, 2009 to its  estimated  settlement  value of $137,994 at December  31, 2010.
Interest  expense of $42,001  for these  obligations  was  accrued for the three
months ended March 31, 2009.

                                       19
<PAGE>

The $315,000  convertible  debt  purchased by RAKJ bears interest at the rate of
12% per year and matures on December 31,  2010.  RAKJ is entitled to convert the
accrued interest and principal of the convertible debenture into common stock of
the Company at a conversion  price equal to the lesser of (a) $1.25 per share or
(b) 50% of the lowest daily volume  weighted  average closing price for the five
trading days  preceding  conversion.  During the three  months  ending March 31,
2009, RAKJ converted 38,284,202 shares of common stock totaling $120,000 on this
debenture.  The Company accounted for the YAGI Debenture in accordance with SFAS
No. 150,  Accounting for Certain Financial  Instruments with  Characteristics of
both  Liabilities and Equity (SFAS 150), as the conversion  feature  embedded in
the YAGI  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 17  Restatement,
below). The Company determined the value of the RAKJ Debenture at March 31, 2009
to be $390,000 which  represented  the face value of the debenture plus the fair
value of the  conversion  feature.  For the three months  ending March 31, 2009,
interest  expense of $4,029 for these  obligations  was incurred.  The principal
balance of these notes at March 31, 2009 was $195,000.

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

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 three months ended March 31, 2009, the Company  recognized an additional
conversion  liability value of $63,120 due to additional  installments  becoming
due, recognized a reduction in value of the conversion  liability of $12,352 for
conversions  of  principal  and  recorded  $3,415 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
$332,607 at March 31, 2009.  The  liability  for the  conversion  feature  shall
increase  from its present  value of $332,607 at March 31, 2009 to its estimated
settlement value of $388,892 at December 31, 2010.

10        ASSET RETIREMENT OBLIGATION

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

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

                                       20
<PAGE>
11       COMMITMENTS AND CONTINGENCIES

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

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

On December 11, 2008, GreenShift  Corporation entered into a Membership Interest
Purchase and Equity Capital Contribution  Agreement (the "ECAA Agreement").  The
parties to the  agreement  included  GS COES  (Adrian  I),  LLC, a newly  formed
GreenShift  subsidiary,  BIG, GS (NextDiesel I), LLC, a newly formed  GreenShift
subsidiary and CleanBioenergy  Partners, LLC ("CleanBioenergy"),  a newly formed
joint venture company owned by a subsidiary of GE Energy Financial Services ("GE
EFS"),  a  unit  General   Electric  Company  and  a  subsidiary  of  YA  Global
Investments,  L.P. Under the terms of the ECCA Agreement,  CleanBioenergy agreed
to invest up to $38  million in GS  NextDiesel  to help  deploy  twelve corn oil
extraction  facilities  and to double the  capacity of  GreenShift's  10 million
gallon per year  Adrian,  Michigan-based  NextDiesel  biodiesel  refinery  to 20
million gallons per year. The ECCA Agreement was terminated in the first quarter
of 2009. The NextDiesel biodiesel refinery is owned by Biofuel Industries Group,
LLC ("BIG"),  BIG's agreements with its senior creditor,  Citizens Bank, require
Citizens Bank to provide its written consent to change of control  transactions.
Citizens  Bank had  previously  consented to the change of control of BIG on the
condition  that the  Company  closed  on its  prior  financing  agreements  with
CleanBioenergy.  This  financing  failed to close as  expected in March 2009 and
Citizens Bank consequently withdrew its consent to the change of control of BIG.
The Company  subsequently entered into negotiations in April 2009 to restructure
the terms of the BIG acquisition,  however,  a notice of default of the Exchange
Agreement  was  declared on May 14, 2009 in order to  maintain  compliance  with
BIG's loan agreements with Citizens Bank. While the Company is actively pursuing
debt and equity capital to subsidize the expansion of the Adrian  refinery,  the
Company does not intend to restructure the original  acquisition  transaction at
this time. Instead, the Company intends to facilitate rescission of the original
acquisition transaction and the divestiture of BIG during the quarter ended June
30, 2009 due to changed market circumstances. The Company may consider acquiring
an  equity  stake in BIG in the  future  if it  successfully  raises  sufficient
capital to expand the Adrian refinery.

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

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

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

                                       21
<PAGE>
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 $48
million),  and Viridis has  pledged all of its assets,  including  its shares of
Company Series D Preferred  Stock,  to YA Global  Investments,  LP ("YAGI"),  to
secure the repayment by the Company of its obligations to YAGI.

13       SEGMENT INFORMATION

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

The  Company's  operations  during the fiscal  quarter  ended March 31, 2009 are
classified into three reportable business segments:  Biofuel Production & Sales,
Culinary Oil Production & Sales, and Equipment & Technology Sales. Each of these
segments is organized  based upon the nature of products  and services  offered.
The Company's  remaining  operations are  aggregated  and  classified  herein as
Corporate.
<TABLE>
Summarized financial information about each segment is provided below:
<CAPTION>
Three Months                                     Equipment &        Culinary Oil            Biofuel
Ended 3/31/09                   Corporate   Technology Sales  Production & Sales Production & Sales          Total
------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                 <C>                 <C>                <C>
Total revenue              $          --  $          231,324  $               --  $         624,334  $     855,658
Cost of revenue                       --             648,961                  --            506,763      1,155,724
                           -------------  ------------------  ------------------  -----------------  -------------
   Gross profit                       --           (417,637)                  --            117,572       (300,066)
Operating expenses               235,652             205,149                  --          7,758,752      8,199,552
                           -------------  ------------------  ------------------  -----------------  -------------
 Income (loss)
    from operations            (235,652)           (622,786)                  --         (7,641,180)   (8,499,618)
Other income (expense)         (719,462)           (750,278)                  --           (691,696)   (2,161,435)
                           -------------  ------------------  ------------------  -----------------  -------------
   Income (loss)
      before taxes             (955,114)         (1,373,064)                  --         (8,332,876)   (10,661,054)
Minority interest                     --                  --                  --                 --             --
                           -------------  ------------------  ------------------  -----------------  -------------
Taxes                                 --                  --                  --                 --             --
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss from
   discontinued operations $          --  $               --  $        (558,513)  $     (1,164,411)  $ (1,722,924)
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss                   $   (955,114)  $      (1,373,064)  $        (558,513)  $     (9,497,287)  $(12,383,978)
                           =============  ==================  ==================  =================  =============

Three Months                                     Equipment &        Culinary Oil            Biofuel
Ended 3/31/08                   Corporate   Technology Sales  Production & Sales Production & Sales          Total
------------------------------------------------------------------------------------------------------------------

Total revenue              $          --  $        2,564,428  $               --  $         331,371  $   2,895,799
Cost of revenue                   14,608           1,283,225                  --            222,267      1,520,100
                           -------------  ------------------  ------------------  -----------------  -------------
   Gross profit                 (14,608)           1,281,203                  --            109,104      1,375,699
Operating expenses               977,977             401,006                  --             89,465      1,468,448
                           -------------  ------------------  ------------------  -----------------  -------------
   Income(loss)
     from operations           (992,585)             880,197                  --             19,639       (92,749)
Other income (expense)       (1,594,885)         (1,488,963)                  --          (273,571)    (3,357,419)
                           -------------  ------------------  ------------------  -----------------  -------------
   Loss before taxes         (2,587,470)           (608,766)                  --          (253,932)    (3,450,168)
Taxes                                 --             (7,019)                  --                 --        (7,019)
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss from
   continuing operations   $          --  $               --  $         (53,028)  $              --  $    (53,028)
                           -------------  ------------------  ------------------  -----------------  -------------
Net loss attributable to
   common shareholders     $ (2,587,470)  $        (615,785)  $         (53,028)  $       (253,932)  $ (3,510,215)
                           =============  ==================  ==================  =================  =============
</TABLE>
14       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
The following is a summary of supplemental disclosures of cash flow information
for the three months ending March 31, 2009 and 2008:
<CAPTION>
                                                                             2009           2008
                                                                        ---------    -----------
     Cash paid during the year for the following:
<S>                                                                     <C>          <C>
  Interest ..........................................................   $     --     $  272,751
  Income taxes ......................................................         --         15,558
                                                                        ----------   ----------
    Total ...........................................................   $     --     $  288,309
                                                                        ==========   ==========

Acquisition of Bollheimer & Associates with debt ....................         --        320,000
Stock issued for compensation .......................................         --        304,017
Reduction of convertible debentures from disposal of
 investment in GS EnviroServices ....................................         --      2,000,000
Reduction of related party debt and accrued interest from forgiveness         --      2,000,000
Stock issued for conversion of debt .................................      686,000         --
</TABLE>
                                       22
<PAGE>

15       RELATED PARTY TRANSACTIONS

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

16       SUBSEQUENT EVENTS

CONVERTIBLE DEBENTURES

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

PATENT ISSUANCE

During the second  quarter 2009,  the Company  received two notices of allowance
from  the  U.S.  Patent  and  Trademark  Office  for its  proprietary  corn  oil
extraction technologies. These notices of allowance provided notification to the
Company that it is entitled to a patent for two of its several  pending corn oil
extraction patent applications.

INVENTORY LIQUIDATION

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

RESCISSION OF ACQUISITION OF BIOFUEL INDUSTRIES GROUP, LLC

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

                                       23
<PAGE>

however,  a notice of default of the Exchange  Agreement was declared on May 14,
2009 in order to maintain  compliance  with BIG's loan  agreements with Citizens
Bank.  While the  Company  is  actively  pursuing  debt and  equity  capital  to
subsidize the expansion of the Adrian  refinery,  the Company does not intend to
restructure  the original  acquisition  transaction at this time.  Instead,  the
Company intends to facilitate rescission of the original acquisition transaction
and the divestiture of BIG during the quarter ended June 30, 2009 due to changed
market circumstances.  The Company may consider acquiring an equity stake in BIG
in the future if it successfully  raises sufficient capital to expand the Adrian
refinery. The divestiture of BIG has not been completed as of the filing date of
this  report,  however,  the  financial  results  of this  subsidiary  have been
presented as discontinued operations as and for the quarter ended March 31, 2009
(see Note 6,  Discontinued  Operations).  The Company  wrote-off  $7,281,993  in
goodwill  previously  booked in  connection  with the  acquisition  of BIG.  The
Company's  divestiture  of BIG can be  expected  to  result in the  disposal  of
$13,054,855 and $23,554,858 in assets and liabilities, respectively.

EARLY ADOPTER LICENSE AGREEMENT

On May 15, 2009, GS CleanTech Corporation and EcoSystem Corporation entered into
an Early Adopter License  Agreement (the "EALA") involving use of GS CleanTech's
Cellulosic  Corn(TM)  technology  platform.  The EALA  calls for the  payment of
royalties  to GS  CleanTech  equal  to 10% of  EcoSystem's  pre-tax  net  income
deriving from the use of GS  CleanTech's  feedstock  conditioning  technologies,
lipid  production,  extraction  and refining  technologies,  and carbon  dioxide
reformation technologies.  The EALA additionally calls for EcoSystem to sell all
fats and/or oils that it produces but does not  directly  refine into biofuel to
GS  CleanTech  at 60% of the  price  of  diesel  fuel at the  time of  shipment.
EcoSystem's is entitled to use Cellulosic  Corn(TM) technology on a royalty-free
basis in its first  100  million  gallons  per year of corn  ethanol  production
facility (if successfully acquired).  The EALA is non-exclusive but GS CleanTech
granted EcoSystem most favored licensee status in the EALA. This status shall be
subject to cancellation in the event that EcoSystem fails to  commercialize  the
licensed  technologies  on  the  following  schedule:  bench  testing  shall  be
completed  on or before May 15,  2010;  pilot  testing  shall be completed on or
before May 15,  2011; a  commercial-scale  pilot  facility  shall be built on or
before May 15,  2012;  and,  commercial  sales shall have been  initiated  on or
before May 15, 2013. EcoSystem shall provide all of the capital resources needed
to  build  bench,   pilot  and  commercial   scale  facilities  based  on  these
technologies  under the EALA.  GS CleanTech is a wholly owned  subsidiary of the
Company. EcoSystem Corporation is majority owned by, Viridis Capital, LLC, which
company is owned by the Company's chairman and chief executive officer.

GRANT APPLICATION

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

17       RESTATEMENTS

The Company has restated  its  financial  statements  for the three months ended
March 31,  2009 and  2008.  Subject  to the  filing  of the  original  financial
statements  for the three  months then  ended,  Management  determined  that the
Company's  prior  policies  relating to accounting  for the impact of conversion
features  embedded in the Company's  various  derivative  securities should have
been  changed to conform  with  recent  guidance  under EITF  08-04,  Transition
Guidance for  Conforming  Changes to Issue No. 98-5,  involving  application  of
conforming  changes  from the issuance of SFAS No. 150,  Accounting  for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity (SFAS
150). Due to the variable  number of the Company's  common shares  issuable upon
conversion of certain of the company's derivative  securities,  such instruments
should have been  accounted  for as  liabilities  under SFAS 150 during 2009 and
2008 based on  interpretive  guidance in EITF 08-04.  During 2009 and 2008,  the
Company had accounted for such instruments as derivative  instruments under SFAS
No. 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  by

                                       24
<PAGE>

bifurcating  the  conversion  features  from  the  related  host  contracts  and
recognizing  them at fair value,  amortizing  the related  debt  discounts,  and
recognizing  gain or loss for changes in fair value of the conversion  features.
Management believes that accounting for these conversion features as liabilities
under SFAS 150 is the preferable accounting  treatment.  In accordance with SFAS
No. 154, Accounting Changes and Error Corrections,  the Company has restated the
financial  statements  for the three  months ended March 31, 2009 to reflect the
adoption of this change in accounting, and has restated the financial statements
for the three months ended March 31, 2008 through  retrospective  application of
this  accounting  interpretation  to  prior  periods  in  accordance  with  this
standard.  In addition,  the Company has reclassified certain obligations due to
subsidiary  shareholders  that were  presented as  "Minority  Interest" in prior
financial  statements to more properly  classify  these  obligations  as current
liabilities,  and reclassified the actual amount of  noncontrolling  interest in
subsidiary   capital  as  equity  to  conform  to  the  adoption  of  SFAS  160,
Noncontrolling  Interests in Consolidated Financial  Statements--an amendment of
ARB No. 51.

An offsetting  adjustment of $1,642,346 has been made to the opening  balance of
accumulated  deficit (increasing the deficit) as of the beginning of the periods
presented due to these restatements.
<TABLE>

The following shows the effect of the restatements on the financial statements:
<CAPTION>
                                                         3/31/09         3/31/09       12/31/08        12/31/08
Balance Sheets:                                      As reported     As restated    As reported     As restated
                                                     ----------------------------------------------------------
<S>                                                 <C>            <C>              <C>             <C>
Line of credit                                      $  10,000,000   $ 11,069,690     $10,000,000     $11,044,838
Convertible debentures, current                        24,521,796     24,831,536      11,665,309      11,792,387
Convertible debentures, related party                   1,367,148      1,676,197       1,512,325       1,900,333
Liability for derivative instruments                    8,316,098             --       3,869,771              --
Liability due to shareholders                                  --        932,328              --         932,328
Convertible debentures, net of current                  8,224,241      8,556,848      20,726,439      21,188,196
Minority interest                                         942,001             --         942,001              --
Additional paid-in capital                             84,345,783     80,441,843      83,774,424      79,662,413
Accumulated deficit                                 (163,325,155)  (153,126,202)   (146,432,325)   (140,472,224)
Non-controlling interest
   in subsidiary                                               --          9,673              --           9,673

                                                         3/31/09         3/31/09        3/31/08         3/31/08
Statements of Operations:                            As reported     As restated    As reported     As restated
                                                     ----------------------------------------------------------
Change in fair value-derivatives                     $ (4,446,327)   $        --    $   319,829    $         --
Amortization of debt discount                            (447,644)     (186,810)     (1,114,095)       (463,003)
Conversion liabilities                                        --       (406,387)             --         (47,070)
Conversion liabilities - affiliate                            --        (61,924)             --              --

Loss from continuing operations                       (14,899,904)  (10,661,054)     (3,741,381)     (3,457,187)
Net income (loss)                                     (16,622,829)  (12,383,978)     (3,794,409)     (3,510,214)

Earnings (loss) per share:
Continuing operations                                $      (0.14)   $    (0.10)    $     (0.07)    $     (0.06)
Discontinued operations                              $      (0.02)   $    (0.02)    $         --    $         --

Total, basic and diluted                             $      (0.16)   $    (0.12)    $     (0.07)    $     (0.07)
</TABLE>


                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                         3/31/09         3/31/09        3/31/08         3/31/08
Statements of Stockholders' Equity:                  As reported     As restated    As reported     As restated
                                                     ----------------------------------------------------------
<S>                                                  <C>             <C>            <C>             <C>

Beginning balance, paid-in capital                                                   63,502,789      66,175,522
Write-off of derivative due to
   debt restructure                                                                   6,784,743            --
Net loss                                             (16,622,829)    (12,383,978)   (52,293,334)    (47,975,579)


                                                         3/31/09         3/31/09        3/31/08         3/31/08
Statements of Cash Flows:                            As reported     As restated    As reported     As restated
                                                    -----------------------------------------------------------

Net loss from continuing operations                 $(14,899,904)  $(10,661,054)    $(3,741,381)    $(3,457,187)
Amortization of debt discount
  and deferred financing costs                            451,308        190,474       1,114,095         463,002
Change in fair value of derivatives                     4,446,327             --       (319,829)              --
Interest from conversion liabilities                           --        468,311              --          47,070
</TABLE>
























                                       26
<PAGE>


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

OVERVIEW

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

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

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

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

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

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

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

Plan of Operations

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

                                       27
<PAGE>

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

The  divestiture of our biodiesel  refining and oilseed crush  operations can be
expected to reduce demand on the Company's available sources of liquidity in the
short-term  but will  prevent the Company  from  executing on its prior plans to
build  value  with  each of these  operations  in  connection  with the  planned
expansion of the Company's installed base of corn oil extraction facilities.

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

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

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

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

     >>   Focus  exclusively  on servicing  the growth  needs of our  extraction
          technologies   while  facilitating  the  development  of  other  clean
          technologies in our portfolio by entering into and supporting  license
          agreements with strategic partners.

Results of Operations

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>
                                                                         Three Months Ended
                                                                   3/31/09          3/31/08
                                                             ------------------------------
Summary Statement of Operations:
<S>                                                          <C>              <C>
Revenue ..................................................   $     855,658    $   2,895,799
Cost of revenues .........................................       1,155,724        1,520,100
                                                             -------------    -------------
  Gross profit ...........................................        (300,066)       1,375,699

Selling, general and administrative expenses .............       8,199,552        1,468,448
                                                             -------------    -------------
   Income (loss) from operations .........................      (8,499,618)         (92,749)

Other income (expense), net ..............................      (2,161,435)      (3,357,419)
                                                             -------------    -------------
   Lossbefore minority interest and taxes ................     (10,661,054)      (3,450,168)

Minority interest in net loss of consolidated subsidiaries            --             (7,019)
(Provision for) benefit from income taxes ................            --               --
Income (loss) from discontinued operations ...............      (1,722,924)         (53,028)
Preferred dividends ......................................            --               --
                                                             -------------    -------------
   Net loss ..............................................   $ (12,383,978)   $  (3,510,214)
                                                             =============    =============
</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>

Other financial data:
<S>                                                                 <C>          <C>
Net cash flows (used in) provided by operating activities           76,745       (1,347,11)
Net cash flows (used in) provided by investing activities         (626,854)
Net cash flow (used in) provided by financing activities .         548,685        5,260,252
                                                             -------------    -------------
   Net (decrease) increase in cash and cash equivalents ..          (1,423)        (901,299)

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

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

Revenues

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

     >>   $624,334 in biofuel sales and,

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

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

Cost of Revenues

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

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

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

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

Gross Profit

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

Operating Expenses

Operating  expenses for the three  months  ended March 31, 2009 were  $8,199,552
compared to $1,468,448 for the same period in 2008. Included in the three months
ended March 31, 2009 was $0 in stock-based  compensation as compared to $304,017
for the three months ended March 31,  2008.  The decrease in operating  expenses
was primarily due to the Company's  changed business  operations  during 2009 as
compared to 2008.

Interest Expense

Interest  expenses and financing costs for the three months ended March 31, 2009
were  $1,981,527  and  $1,261,806  for the three  months  ended March 31,  2008.
Included  in the three  months  ended June 30, 2009 was  $1,513,217  of interest
expense,  consisting  of  $1,471,216  in  accrued  interest,  $42,001 in accrued
interest due to a related party,  and $468,311 in non-cash  expenses  associated
with the conversion  features  embedded in the convertible  debentures issued by
the Company during the three months ended March 31, 2009.

Amortization  of note  discount was $91,219 and $0,  respectively  for the three
months ended March 31, 2009 and 2008.

                                       29
<PAGE>

Expenses Associated with Change in Convertible Liabilities

As of June 30, 2009,  the Company had several  convertible  debentures due to YA
Global Investments,  LP. The Company accounted for the convertible debentures in
accordance with SFAS No. 150, Accounting for Certain Financial  Instruments with
Characteristics  of both  Liabilities  and Equity (SFAS 150), as the  conversion
feature  embedded  in the  convertible  debentures  could  result  in  the  note
principal and related  accrued  interest being converted to a variable number of
the  Company's  common  shares.  We calculate  the fair value of the  conversion
feature  at the time of  issuance  and  record a  conversion  liability  for the
calculated  value. We recognize  interest  expense for the conversion  liability
which is added to the principal of the  debenture.  We also  recognize  interest
expense for accretion of the conversion liability over the term of the note. The
additional  value for the  conversion  features of $468,311 for the three months
ended March 31, 2009 have been  recognized  within  Other  income  (expense)  as
Changes in conversion  liabilities  in the  accompanying  financial  statements,
including $61,924 for related party debt.

Net Income or Loss

Net loss from  continuing  operations for the three months ended March 31, 2009,
was  $10,661,054  as  compared to a loss of  $3,457,187  from the same period in
2008. Loss for discontinued operations was $1,722,924 for the three months ended
March 31, 2009 as compared to $53,028 for the three months ended March 31, 2008.
Net loss for the three months ended March 31, 2009, was  $12,383,978 as compared
to a loss of $3,510,214 from the same period in 2008.

The primary  reasons for the  magnitude of the change in net loss were  expenses
attributable  to the  transition  from  technology  development to mature market
execution,  and  expenses  attributable  to  past  financing  and  restructuring
activities  as well as charges  relating to the  impairment of  intangibles  and
goodwill.  The loss also  included  the  following  non-cash  items:  impairment
charges relating to the Biofuels Industries, LLC subsidiary of about $7,200,000;
amortization  of debt discount and deferred  financing  fees of about  $186,000;
depreciation  expenses  of  about  $300,000;  and,  accrued  interest  of  about
$1,500,000.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Cash Balances

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

     >>   Operating  Activities

          $76,745  of  net  cash  provided  by  operating  activities  primarily
          deriving  from sales of  equipment  and  technology  and from  biofuel
          sales.

     >>   Investing Activities

          $626,854  of net cash  used in  investing  activities  mainly  for the
          construction of our corn oil extraction facilities.

     >>   Financing  Activities

          $548,685 of net cash provided by financing activities.

Current and Prior Year Activity

Our primary source of liquidity is cash  generated from  operations and proceeds
from  issuance of debt and common  stock.  For the three  months ended March 31,
2009,  net cash provided by our operating  activities was $76,745 as compared to
the net cash used by our operating activities of $1,347,181 for the three months
ended March 31, 2008.

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

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

                                       30
<PAGE>

For the three  months  ended  March 31,  2009,  we used  $627,854  in  investing
activities as compared to $3,987,337 used in investing  activities for the three
months ended March 31, 2008, and financing  activities provided $548,685 in cash
as compared to $5,260,252 in cash used by financing  activities during March 31,
2008.

The Company had a working  capital  deficit of  $77,041,434  at March 31,  2009,
which includes convertible  debentures of $24,831,536,  accrued interest payable
of $8,293,259  related party  convertible  debentures of $1,676,197,  $20,000 in
related  party debt,  $3,979,437  in purchase  obligations,  and  $4,821,738  in
amounts due to the prior owners of our oilseed  crush  facility.  The  Company's
working capital deficit net of these amounts is $33,419,267.

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

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

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

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






                                       31
<PAGE>




Expected Activity Moving Forward

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

Cash Flows Provided By Operating Activities

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

Cash Flows Provided By Financing Activities

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

Cash Flows Used In Investment Activities

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



















                                       32

<PAGE>




ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4      CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

Subsequent to filing the Quarterly Report,  management  determined to change its
policies  for  accounting  of the  derivative  securities  that the  Company has
issued.  While the Company has restated the financial statements in this amended
Report to conform with this new policy,  the use of the Company's  long-standing
prior policy for  accounting  of the  Company's  derivative  securities  was not
itself due to any  inadequacy in the Company's  controls.  However,  because the
Company did not have a sufficient  number of personnel with an appropriate level
of knowledge of and experience in generally  accepted  accounting  principles in
the United States of America (U.S.  GAAP) that are  appropriate to the Company's
financial  reporting  requirements,  the Company's  controls and procedures were
ineffective as of March 31, 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.



                                       33

<PAGE>




                           PART II - OTHER INFORMATION

ITEM 1            LEGAL PROCEEDINGS

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

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

ITEM 1A  RISK FACTORS

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

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5   OTHER INFORMATION

None.

ITEM 6   EXHIBITS

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

INDEX TO EXHIBITS

Exhibit

Number                     Description

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

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

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

                                       34
<PAGE>

SIGNATURES

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

GREENSHIFT CORPORATION

By

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

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


Date:         October 14, 2009














                                       35