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

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

                                  FORM 10-QSB/A
                                 Amendment No. 1
                            -------------------------


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

                          COMMISSION FILE NO.: 0-52356


                        SEAWAY VALLEY CAPITAL CORPORATION
                   (FORMERLY KNOW AS "GS CARBON CORPORATION")
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                           20-5996486
--------------------------------------------------------------------------------
(State of other jurisdiction of                                   (IRS Employer
incorporation or organization                                Identification No.)


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


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



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

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


The  number  of  outstanding  shares  of  common  stock as of  May21,  2007 was:
421,577,063.

Transitional Small Business Disclosure Format:  Yes        No  X .
                                                    ----      ---















<PAGE>



                                EXPLANATORY NOTE

                       RESTATEMENT OF FINANCIAL STATEMENTS


This  Amendment  No.  1 on  Form  10-QSB/A,  which  amends  and  restates  items
identified below with respect to the Form 10-QSB,  filed by Seaway Vally Capital
Corporation  (formerly known as "GS Carbon Corporation") ("we" or "the Company")
with the  Securities  and Exchange  Commission  (the "SEC") on May 22, 2007 (the
"Original  Filing"),  is being filed to reflect the restatement of our financial
statements for the three months ended March 31, 2007.

As previously  announced,  our management,  on July 26, 2007, concluded that the
Company's  previously filed financial  statements as of and for the three months
ended  March 31,  2007,  should  no  longer  be  relied  upon as a result of the
Company's  determination  that  it was  liable  for  approximately  $498,000  of
convertible  debt  along  with  approximately   $59,000  of  related  derivative
liabilities at October 9, 2006,  the reverse merger date,  December 31, 2006 and
March 31, 2007.  In addition,  management  reviewed and revised its  conclusions
regarding its  derivative  instruments  at December 31, 2006 and March 31, 2007.
These  conclusions  were based upon  conversations  between  the Company and its
independent  auditors  (Rosenberg Rich Baker Berman,  CPA). During this process,
management  and the Board of  Directors of the Company were alerted to the facts
and  circumstances  related to the  Company's  liability for these debts and the
revisions to the  derivative  calculations.  Authorized  officers of the Company
discussed this matter with the Company's  independent public accounting firm who
agreed that the Company's previously issued financial statements described above
could not be relied upon and needed to be restated.  See "Note 12 - Restatement"
in the Notes to Financial  Statements  for further  details.  This Form 10-QSB/A
also  amends the  disclosure  under "Item 3.  Controls  and  Procedures"  in the
Original Filing.

This Form  10-QSB/A  only  amends and  restates  certain  information  in Item 1
(Financial Statements),  Item 2 (Management's Discussion and Analysis or Plan of
Operation),  Item 3 (Controls and  Procedures)  and Item 6 (Exhibits),  and such
amendment  and  restatement  with  respect  to  Items 1 and 2 only  reflect  the
restatement  of the  financial  statements  as described  above.  Except for the
foregoing  amended and restated  information,  this Form  10-QSB/A  continues to
describe  conditions as of the date of the Original Filing,  and the disclosures
contained   herein  have  not  been  updated  to  reflect  events,   results  or
developments  that have  occurred  after the  Original  Filing,  or to modify or
update those  disclosures  affected by  subsequent  events.  Among other things,
forward-looking  statements made in the Original Filing have not been revised to
reflect events,  results or  developments  that have occurred or facts that have
become  known  to us after  the  date of the  Original  Filing  (other  than the
restatement),  and  such  forward-looking  statements  should  be read in  their
historical  context.  This Form 10-QSB/A should be read in conjunction  with the
Company's filings made with the SEC subsequent to the Original Filing, including
any amendments to those filings

                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)





















































                                       3



<PAGE>

<TABLE>

<CAPTION>

       GS CARBON CORPORATION AND SUBSIDIARIES, A DEVELOPMENT STAGE COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2007
                           (AS RESTATED, SEE NOTE 12)


ASSETS

Current assets:
<S>                                                             <C>
     Cash ...................................................   $    58,887

Property and equipment, net .................................       140,953

Other Assets:
     Investments - at cost ..................................     1,935,763
     Investments - equity method ............................       303,078
     Security deposits ......................................         7,548
     Due from related party (Note 6) ........................       368,566
     Deferred financing costs (Note 5) ......................       119,792
     Technology licenses, net (Note 4) ......................       418,494
                                                                -----------
         Total other assets .................................     3,153,241
                                                                -----------

TOTAL ASSETS ................................................   $ 3,353,081
                                                                ===========



LIABILITIES AND STOCKHOLDER'S DEFICIENCY

Current liabilities:
     Accounts payable .......................................   $   300,585
     Accrued expenses .......................................       175,899
   Derivative
liability - convertible debentures (Note 5) .................     2,980,069
                                                                -----------


         Total current liabilities ..........................     3,456,553

     Convertible debentures payable, net - long term (Note 5)     1,286,542
     Investments payable (Note 4) ...........................       191,427
     Due to related parties .................................       740,417
                                                                -----------
TOTAL LIABILITIES ...........................................     5,674,939

Commitments (Note 11) .......................................          --



STOCKHOLDERS' DEFICIENCY

Series A voting preferred stock ($.0001 par value; 100,000
  shares authorized; no shares issued and outstanding) ......          --

Series B voting preferred stock ($.0001 par value; 100,000
  shares authorized; 78,250 shares issued and outstanding) ..             7

Common stock, $0.0001 par value, 2,500,000,000 authorized;
 178,244,542 issued and outstanding .........................        17,825
Additional paid-in capital ..................................     3,426,590
Deficit accumulated during the development stage ............    (5,766,280)
                                                                -----------
Total stockholders' deficiency ..............................    (2,321,858)
                                                                -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ..............   $ 3,353,081
                                                                ===========


        The notes to the consolidated condensed financial statements are
                     an integral part of these statements.
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

       GS CARBON CORPORATION AND SUBSIDIARIES, A DEVELOPMENT STAGE COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
          THE PERIOD OF INCEPTION (JANUARY 14, 2006) TO MARCH 31, 2007




                                                                       Period of       Period of
                                                                      Inception       Inception
                                                      Three Months  (Jan. 14, 2006)  (Jan. 14, 2006)
                                                         Ended               to           to
                                                     March 31, 2007  March 31, 2006  March 31, 2007
                                                     ----------------------------------------------
                                                     (As restated)                    (As Restated)
                                                     (See Note 12)                     (See Note 12)


<S>                                                   <C>             <C>             <C>
Selling, general and administrative expenses ......   $    356,929    $     38,147    $  1,245,770
Share based compensation ..........................      1,810,654            --         1,810,654
                                                      ------------    ------------    ------------


Operating loss ....................................     (2,167,583)        (38,147)     (3,056,424)

Other income (expense):
     Forgiveness of the registration rights penalty           --              --           480,290
     Unrealized loss on derivative instruments ....     (2,389,705)           --        (1,588,485)
     Interest expense .............................       (180,093)         (4,090)       (351,187)
     Interest income ..............................         11,078            --            11,078
                                                       ------------    ------------    ------------

Net loss ..........................................   $ (4,726,303)   $    (42,237)   $ (4,504,728)
                                                      ============    ============    ============

Basic and diluted income per share ................   $      (0.06)   $     (42.24)   $       --
                                                      ============    ============    =============

Weighted average of shares of common stock
  outstanding, basic and diluted ..................     75,211,131           1,000            --
                                                      ============    ============    =============























       The notes to the consolidated condensed financial statements are an
                       integral part of these statements.
</TABLE>

                                       5
<PAGE>

<TABLE>

<CAPTION>

      GS CARBON CORPORATION AND SUBSIDIARIES, A DEVELOPMENT STAGE COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND
          THE PERIOD OF INCEPTION (JANUARY 14, 2006) TO MARCH 31, 2006



                                                                                            Period of       Period of
                                                                                           Inception       Inception
                                                                          Three Months   (Jan. 14, 2006) (Jan. 14, 2006)
                                                                              Ended           to                to
                                                                         March 31, 2007  March 31, 2006   March 31, 2007
                                                                         ------------------------------------------------
                                                                          (As Restated)                    (As Restated)
                                                                          (See Note 12)                   (See Note 12)

<S>                                                                          <C>            <C>            <C>
Net cash used in operating activities ....................................   $  (333,352)   $  (108,900)   $(1,090,007)
Cash flows from investing activities:
     Purchase of machinery and equipment .................................          --             --         (156,977)
     Acquisition of technology license ...................................          --          (50,000)       (50,000)
                                                                             -----------    -----------    -----------
         Cash used in investing activities ...............................          --          (50,000)      (206,977)
                                                                             -----------    -----------    -----------


Cash flows from financing activities:
     Proceeds from convertible debt ......................................     1,000,000           --        1,000,000
     Advances from/(payments to) related parties, net ....................      (607,949)       349,437        355,871
                                                                             -----------    -----------    -----------
         Cash provided by financing activities ...........................       392,051        349,437      1,355,871

Net increase in cash .....................................................        58,699        190,537         58,887
Cash at beginning of the period ..........................................           188           --             --
                                                                             -----------    -----------    -----------
Cash at end of the period ................................................   $    58,887    $   190,537    $    58,887
                                                                             ===========    ===========    ===========

      Supplemental Schedule of non-Cash Investing and Financing Activities


Issuance of GS Carbon Trading, inc. shares
     in exchange for the transfer of holdings in
     cost and equity method investment ...................................   $      --      $      --      $   107,134
                                                                             ===========    ===========    ===========

DirectView, inc. net liabilities assumed, October 9, 2006 ................   $      --      $      --      $ 2,645,360
                                                                             ===========    ===========    ===========

Acquisition of technology license ........................................   $   191,427    $   211,328    $   402,755
                                                                             ===========    ===========    ===========
Discount on convertible debt .............................................   $   954,603    $      --      $   954,603
                                                                             ===========    ===========    ===========













       The notes to the consolidated condensed financial statements are an
                       integral part of these statements.

</TABLE>


                                       6

<PAGE>


Note 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-QSB and Rule 310(b) of Regulation S-B. Accordingly,  they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.  In the opinion
of management,  all normal recurring adjustments considered necessary for a fair
statement  of the  results of  operations  have been  included.  The  results of
operations  for the  three  months  ended  March  31,  2007 are not  necessarily
indicative  of the results of  operations  for the full year.  When  reading the
financial  information  contained in this Quarterly Report,  reference should be
made to the amended  financial  statements,  schedule and notes contained in the
Company's Annual Report on Form 10-KSB/A for the year ended December 31, 2006.

Note 2 - BASIS OF PRESENTATION, ORGANIZATION AND OTHER MATTERS

On  October  9,  2006,  DirectView,  Inc.  ("Directview"),  acquired  all of the
outstanding capital stock of GS Carbon Trading,  Inc. GS Carbon Trading became a
wholly owned subsidiary of DirectView.  The business of GS Carbon Trading,  Inc.
is the only business of DirectView after the acquisition.

DirectView  completed  its  Subsidiary  Stock  Purchase  Agreement  between  the
DirectView and DirectView  Holdings,  Inc. ("DR Holdings") pursuant to the Share
Purchase Agreement with GS Energy Corporation ("GS Energy") immediately prior to
the  acquisition  of GS Carbon  Trading,  Inc. DR Holdings  agreed to accept and
assume  all the  outstanding  capital  stock  of the  DirectView's  subsidiaries
together  with  all of  the  liabilities  and  obligations  of the  DirectView's
subsidiaries  arising prior to the closing of the Share Purchase  Agreement with
GS Energy.

DirectView, Inc. was originally incorporated under the laws of the Commonwealth
of  Massachusetts on June 12, 1989 with the name "Boston & Pacific Company Inc."
On May 5, 2003, DirectView changed its domicile from the Commonwealth of
Massachusetts to the State of Nevada and changed its name to DirectView, Inc.
DirectView was a full-service provider of teleconferencing services to
businesses and organizations.

GS Carbon Trading,  Inc. was incorporated  under the State of Delaware on August
30, 2006. GS Carbon Trading, Inc. was a development stage company that owned two
cost method investments and one equity method investment.

The Company  accounted for the  acquisition  of GS Carbon  Trading,  Inc. by the
Company on October 9, 2006 as a recapitalization.  The  recapitalization was the
merger  of a  private  operating  company  (GS  Carbon  Trading,  Inc.)  into  a
non-operating public shell corporation  (DirectView) with nominal net assets and
as such is treated as a capital transaction, rather than a business combination.
As a result no Goodwill is recorded.  The  transaction  is the equivalent to the
issuance of stock by the  private  company  for the net  monetary  assets of the
shell  corporation.  The  pre  acquisition  financial  statements  of GS  Carbon
Trading,  Inc.  are  treated  as  the  historical  financial  statements  of the
consolidated companies.

On October  23,  2006 GS Carbon  acquired  General  Ultrasonics  from its parent
Greenshift  Corporation  for  the  assumption  of the  liabilities  and  General
Ultrasonics' ongoing cash needs. The acquisition was treated as a common control
acquisition  under  the  provisions  of  Appendix  D of SFAS No.  141,  Business
Combinations.

Effective  on  November  27,  2006,  DirectView,  Inc.,  a  Nevada  corporation,
reincorporated  in the  State of  Delaware  by  merging  with and into GS Carbon
Trading,  Inc.,  who  changed  its name to GS  Carbon  Corporation,  a  Delaware
corporation  which was a wholly owned  subsidiary of DirectView.  As a result of
the merger, GS Carbon Corporation is the surviving corporation;  the name of the
surviving  corporation  is  GS  Carbon  Corporation;   and  the  Certificate  of
Incorporation  and  Bylaws  of GS Carbon  Corporation  (the  "Company")  are the
Certificate of Incorporation and Bylaws of the surviving corporation.

The Merger  Agreement  provided  that each two hundred and fifty (250) shares of
common stock,  $.0001 par value, of DirectView  outstanding  prior to the merger
would be converted into one (1) share of common stock,  $.0001 par value,  of GS
Carbon  Corporation.  Each share of preferred  stock,  $.001 par value,  of each
series of  DirectView  outstanding  prior to the merger was  converted  into one
share of preferred stock of the comparable series of GS Carbon  Corporation.  No
other   changes  were   effected   with  respect  to  the   registrant   or  its
capitalization.

On February 26, 2007, the Company formed new subsidiary called General Carbonics
Corporation ("GCC").

Development Stage Company

The  Company is a  development  stage  company  that was  founded to  facilitate
decarbonization in ways that cost-effectively  capitalize on the evolving carbon
markets. GS Carbon's ambition is to affect reductions in the carbon intensity of
energy   consumption   by   investing   in  carbon   trading,   developing   and
commercializing advanced new decarbonization technologies, and by developing and
owning renewable energy production  assets.  Since its formation the Company has
not realized any revenues from its planned  operations.  The  Company's  primary

                                       7
<PAGE>

activities since  incorporation  have been conducting  research and development,
performing business and strategic and financial planning.

Going Concern

The  financial  statements  have  been  prepared  using  accounting   principles
generally  accepted  in the  United  States of  America  applicable  for a going
concern which assumes that the Company will realize its assets and discharge its
liabilities  in the  ordinary  course of  business.  As of March 31,  2007,  the
Company has no established source of revenues. The Company has also, accumulated
losses of  $4,504,728  and used  $1,090,007  in cash from  operations  since its
commencement.  Its  ability to  continue as a going  concern is  dependent  upon
achieving  production or sale of goods, the ability of the Company to obtain the
necessary financing to meet its obligations and pay its liabilities arising from
normal business  operations  when they come due and upon profitable  operations.
The outcome of these matters cannot be predicted with any certainty at this time
and raise substantial doubt that the Company will be able to continue as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
amounts  and  classification  of assets and  liabilities  that may be  necessary
should the Company be unable to continue as a going concern.

The Company  intends to overcome  the  circumstances  that impact its ability to
remain a going concern  through a combination of the  commencement  of revenues,
with interim cash flow deficiencies  being addressed  through  additional equity
and debt  financing.  The Company's  ability to obtain  additional  funding will
determine its ability to continue as a going concern. There can be no assurances
that these plans for additional financing will be successful.  Failure to secure
additional  financing  in a timely  manner  and on  favorable  terms if and when
needed in the  future  could  have a material  adverse  effect on the  Company's
financial  performance,  results of  operations  and stock price and require the
Company  to  implement  cost  reduction   initiatives  and  curtail  operations.
Furthermore,  additional  equity financing may be dilutive to the holders of the
Company's  common  stock,  and  debt  financing,   if  available,   may  involve
restrictive  covenants,  and may  require  the  Company to  relinquish  valuable
rights.

Note 3   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Technology License

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

Principles of Consolidation

The  condensed  consolidated  financial  statements  include the accounts of the
Company  and its wholly  owned  subsidiaries,  General  Ultrasonics  and General
Carbonics Corporation.  All significant inter-company  transactions and balances
have been eliminated in consolidation.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with U.S  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.

Derivative Financial Instruments

Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities," as amended and EITF Issue No.
00-19,   "Accounting  for  Derivative  Financial  Instruments  Indexed  to,  and
Potentially  Settled in, a Company's Own Stock,  "require all  derivatives to be
recorded  on the balance  sheet at fair  value.  The  embedded  derivatives  are
separately  valued and  accounted  for on our balance sheet with changes in fair
value  recognized  during the period of change as a separate  component of other
income/expense.  Fair values for exchange-traded  securities and derivatives are
based on quoted market  prices.  The pricing model we use for  determining  fair
value of our derivatives is the Black Scholes Pricing Model.  Valuations derived
from this model are subject to ongoing  internal and external  verification  and
review.  The model uses  market-sourced  inputs such as interest rates and stock
price volatilities. Selection of these inputs involves management's judgment and
may impact net income.

Net Loss per Common Share

In accordance  with SFAS No.  128,"Earnings  per Share," Basic loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding  during the period.  Diluted earnings per share is computed by
dividing net loss adjusted for income or loss that would result from the assumed
conversion  of potential  common  shares from  contracts  that may be settled in
stock or cash by the weighted  average number of shares of common stock,  common
stock equivalents and potentially  dilutive  securities  outstanding during each
period. The Company had 51,652,000  warrants  outstanding at March 31, 2007. The
inclusion of the warrants  and any shares to be issued upon  conversion  have an

                                       8
<PAGE>

anti-dilutive  effect on diluted loss per share  because the Company  incurred a
loss from continuing  operations for the three month period ended March 31, 2007
and the period of inception (January 14, 2006) to March 31, 2006.
<TABLE>

The following table sets forth the computation of basic and diluted loss per
share:
<CAPTION>

                                                                                    March 31,
                                                                               2007            2006
---------------------------------------------------------------------------------------------------------
                                                                             (Unaudited)     (Unaudited)
Numerator:
<S>                                                                          <C>             <C>
Net loss - basic and diluted .............................................   $ (4,726,303)   $    (42,237)
                                                                             ------------    ------------

Denominator:
Weighted average shares - basic ..........................................     75,211,131           1,000
                                                                             ------------    ------------

Effect of dilutive stock warrants and convertible preferred stock and debt           --              --
                                                                             ------------    ------------
Denominator for diluted earnings per share ...............................     75,211,131           1,000
                                                                             ------------    ------------

Loss per share
Basic ....................................................................   $      (0.06)   $     (42.24)
                                                                             ------------    ------------

Diluted ..................................................................   $      (0.06)   $     (42.24)
                                                                             ============    ============
</TABLE>

Recent Accounting Pronouncements

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS 157").  SFAS 157 clarifies the principal  that fair value should be based
on the  assumptions  market  participants  would  use when  pricing  an asset or
liability  and  establishes  a  fair  value   hierarchy  that   prioritizes  the
information used to develop those  assumptions.  Under the standard,  fair value
measurements  would be  separately  disclosed  by level  within  the fair  value
hierarchy. SFAS 157 if effective for the Company on January 1, 2008. The Company
is in the  process of  evaluating  SFAS 157 but does not  believe it will have a
significant effect on its financial position or results of operation.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial  Liabilities  Including an Amendment of FASB  Statement No.
115 ("SFAS 159").  SFAS159 permits an entity to choose to measure many financial
instruments  and certain  other items at fair value.  Most of the  provisions of
SFAS 159 are  elective,  however,  the  amendment to SFAS 115,  "Accounting  for
Certain Investments in Debt and Equity Securities", applies to all entities with
available  for  sale or  trading  securities.  SFAS  159 is  elective  as of the
beginning of an entity's  first fiscal year that begins after November 15, 2007.
SFAS  159 was  recently  issued  and the  Company  is  currently  assessing  the
financial impact the statement will have on our financial statements.

Note 4 - TECHNOLOGY LICENSES

On January 14, 2006, General Ultrasonics  Corporation  acquired 70% of H2 Energy
Solutions,  Inc.  H2 Energy  owned the  rights to certain  patented  ultrasonics
technologies  used in the reformation of synthetic  fuels. The purchase price of
$261,328  was paid  $50,000 in cash and current  liabilities  of  $211,328  were
assumed.  H2 Energy  subsequently  ceased  operations.  The  technology is under
development by General Ultrasonics and the entire purchase price of $261,328 was
assigned to technology  license.  The technology use agreement between H2 energy
and the technology owner is for a term of ten years and requires certain minimum
royalties for the Company to maintain its exclusive use.

On February 26, 2007, GCC acquired patent-pending  technologies involving carbon
aerogel   composites   (United  States  Patent   Application  Nos.   10/327,300,
10/695,214, 10/800,993, 10/840,544, and 10/198,095) (the "GCC Technologies") and
several  executory  contracts  pertaining to the GCC  Technologies in return for
$191,427 and preferred stock  convertible into five percent of the fully diluted
capital  stock of the Company.  Among these  contracts is a contract with United
Technologies  Corporation for work to be performed in cooperation  with the U.S.
Department  of Energy.  As of March 31, 2007,  the $191,427 is  classified as an
investment payable and the preferred stock has not been issued.

                                       9

<PAGE>



Technology licenses consist of the following at March 31, 2007:

Technology licenses                            $452,755
Less: Accumulated amortization                   34,261
                                             ----------
Technology licenses, net                       $418,494
                                               ========

Amortization  expense related to the technology  license was $8,128,  $4,533 and
$6,533  for the three  months  ended  March 31,  2007 and 2006 and the period of
inception  (January  14, 2006) to March 31, 2007,  respectively.  The  estimated
aggregate  amortization  expense  for the next  five  years is  estimated  to be
approximately $45,000 for each year.

Note 5   - CONVERTIBLE DEBENTURES PAYABLE - LONG TERM

On March 23, 2006,  DirectView entered into a Securities Purchase Agreement (the
"Agreement"),  with Cornell  Capital  Partners,  LP,  ("Cornell"),  and Highgate
(Cornell  and  Highgate  collectively,   "Buyers").   In  connection  with  this
Agreement, Highgate converted old debentures for conversion into new 10% Secured
Convertible  Debentures  amounting to $1,062,329  (including accrued interest of
$62,329)  and  Cornell  purchased  additional  secured  convertible   debentures
amounting to $150,000 for the total purchase price of $1,212,329  (the "Purchase
Price").  The  debentures  are due on March 23,  2009.  In  connection  with the
Agreement,  DirectView paid Yorkville  Advisors LLC a fee equal to $15,000 and a
structuring  fee to  Yorkville  Advisors  LLC of $5,000 from the proceeds of the
Closing. Accordingly, DirectView received net proceeds of $130,000.

Each of the 10% Secured  Convertible  Debentures  provides  for  interest in the
amount of 10% per annum and are  convertible  at the  lesser of $0.015 or 85% of
the lowest closing bid price of DirectView's  common stock during the 10 trading
days immediately preceding the conversion date.

The Company at its option  shall have the right,  with three (3)  business  days
advance  written notice (the  "Redemption  Notice"),  to redeem a portion or all
amounts  outstanding  under the 10% Secured Debenture prior to the Maturity Date
provided that the Closing Bid Price of the Company's  common stock,  as reported
by  Bloomberg,  LP, is less than the Fixed  Conversion  Price at the time of the
Redemption Notice. The Company shall pay an amount equal to the principal amount
being redeemed plus a redemption premium ("Redemption  Premium") equal to twenty
percent  (20%) of the principal  amount being  redeemed,  and accrued  interest,
(collectively referred to as the "Redemption Amount").

In connection with this  Agreement,  the Company issued to the Buyer warrants to
purchase 1,636,000 shares of the Company's Common Stock (the "Warrants") in such
amounts as set forth on below.

                                              Exercise price
 Number of warrants                            per share
--------------------------------------------------------
   400,000                                          $2.50
   660,000                                          $0.875
   576,000                                          $1.00
---------------------------------------------------------
1,636,000
=========

In order to secure its obligations under the secured  convertible  debenture and
related  documents,  the Company has  granted the  debenture  holders a security
interest  in all of its  assets  and  property,  and  the  Company  has  pledged
1,000,000  shares of its common stock.  A certificate  representing  the pledged
shares  together  with a stock power has been  deposited  in escrow with a third
party.  If the Company should default under the Securities  Purchase  Agreement,
10%  convertible  secured  debentures  or the related  transactional  documents,
Highgate is entitled to voting,  dividend  and other  rights over these  pledged
shares,  and may take  possession of and sell the pledged  shares to satisfy the
Company's obligations to the debenture holders. A foreclosure by Highgate of the
pledged  shares  could  result in a change of control of the  Company.  Upon the
satisfaction or conversion of the secured  convertible  debentures,  the pledged
shares  will be  returned  to the  Company  for  cancellation  and return to its
treasury.

Under  the  terms of the  Securities  Purchase  Agreement,  secured  convertible
debentures  and warrants,  no  conversion  of the  debentures or exercise of the
warrants may occur if a conversion or exercise  would result in Highgate and any
of  its  affiliates  beneficially  owning  more  than  4.99%  of  the  Company's
outstanding  common shares  following such conversion or exercise.  Highgate may
waive this provision upon 65 days prior notice to the Company.

The Company determined that the conversion feature of the convertible debentures
represents an embedded  derivative  since the debentures are convertible  into a
variable  number  of  shares  upon  conversion.   Accordingly,  the  convertible
debentures are not considered to be  conventional  debt under EITF 00-19 and the
embedded  conversion feature must be bifurcated from the debt host and accounted
for as a derivative  liability.  The Company  believes  that the  aforementioned

                                       10
<PAGE>

embedded derivative meets the criteria of SFAS 133 and EITF 00-19, and should be
accounted for as separate a derivative  with a  corresponding  value recorded as
liability.  Accordingly, the fair value of these derivative instruments has been
recorded as a liability on the  consolidated  balance  sheet.  The change in the
fair value of the liability for  derivative  contracts will be credited to other
income/ (expense) in the consolidated  statements of operations.  The $1,212,329
face amount of the debentures were stripped of their  conversion  feature due to
the accounting for the  conversion  feature as a derivative,  which was recorded
using the  residual  proceeds  method,  whereby  any  remaining  proceeds  after
allocating  the  proceeds  to  the  warrants  and  conversion  option  would  be
attributed  to  the  debt.  The  beneficial   conversion  feature  (an  embedded
derivative)  included in this debenture  resulted in an initial debt discount of
$1,192,329  and an initial loss on the  valuation of derivative  liabilities  of
$262,219.  At March 31, 2007 the conversion derivative liability on the Highgate
debt calculated  using the  Black-Scholes  model was  $1,514,428.  For the three
months ended March 31, 2007 the unrealized loss on the conversion  derivative on
the Highgate date was $ 983,095.

On February 26, 2007, the Company entered into a Securities  Purchase  Agreement
(the  "February  2007  CCP  Agreement"),  with  Cornell  Capital  Partners,  LP.
("Cornell").  In  connection  with  the  February  2007 CCP  Agreement,  Cornell
purchased secured convertible debentures amounting to $1,125,000 due on February
26, 2009.

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

The Company at its option  shall have the right,  with three (3)  business  days
advance  written notice (the  "Redemption  Notice"),  to redeem a portion or all
amounts  outstanding  under the 10% Secured Debenture prior to the Maturity Date
provided that the Closing Bid Price of the Company's  common stock,  as reported
by  Bloomberg,  LP, is less than the Fixed  Conversion  Price at the time of the
Redemption Notice. The Company shall pay an amount equal to the principal amount
being redeemed plus a redemption premium ("Redemption  Premium") equal to twenty
percent  (20%) of the principal  amount being  redeemed,  and accrued  interest,
(collectively referred to as the "Redemption Amount").

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

In  addition  the  Company  issued to Cornell a warrant to  purchase  50,000,000
shares of the Company's  common stock at $0.03 a share. The value of the warrant
was  calculated  to be $712,125 at the time of the  issuance  using the guidance
found in APB Opinion 14,  "Accounting for Convertible  Debt and Debt issued with
Detachable Stock Purchase Warrants" and was recorded as a discount. The discount
is  amortized  to  interest  expense  using  the  effective  interest  method of
amortization.  The  Company  determined  that  the  conversion  feature  of  the
convertible  debenture  represents an embedded derivative since the debenture is
convertible into a variable number of shares upon conversion.  Accordingly,  the
convertible debenture is not considered to be conventional debt under EITF 00-19
and the embedded  conversion  feature must be bifurcated  from the debt host and
accounted for as a derivative liability. The embedded derivative feature created
by the variable  conversion  meets the criteria of SFAS 133 and EITF 00-19,  and
should be  accounted  for as a separate  derivative.  At March 31, 2007 the fair
value  of  the  conversion   derivative  liability  created  by  this  debenture
calculated using the  Black-Scholes  model was $1,406,250.  For the three months
ended March 31, 2007 the unrealized gain on the derivative instrument created by
this debenture was $1,406,250.

On August 30,  2006,  Candent  Corporation  ("Candent")  purchased  $255,077  of
convertible  debt  previously  issued by the  Company to an  unaffiliated  third
party.  The  Convertible  Debenture  provides for no interest and is convertible
into the Company's  common stock at the lesser of (a) 0.001 per share or (b) the
amount of this  debenture to be converted  divided by 90% of the closing  market
price of the Maker's  common stock for the day prior to the date of the exercise
of such conversion  right.  Candent will be entitled to convert the debenture on
the basis of the conversion price into the Company's common stock, provided that
Candent  cannot convert into shares that would cause Candent to own more 4.9% of
the  Company's  outstanding  common  stock.  The  Candent  debenture  matured on
December  31,  2006.  As of March 31, 2007 the Company has not been  notified by
Candent to demand payment of the convertible debenture.  The former president of
Candent is the wife of the Company's former Chief Executive Officer.

On August 30, 2006,  Candent  purchased  $85,049 of convertible  debt previously
issued by the Company to a former officer of the Company,  the principal balance
of which debt was originally $242,997.  These convertible debentures provide for
no interest and  conversion  into the Company's  common stock at a rate equal to
90% of the closing market price of the Company's  common stock for the day prior
to the date of the  exercise  of such  conversion  right.  Each  holder  will be
entitled to convert their  debenture on the basis of the  conversion  price into
the Company's common stock, provided that each holder cannot convert into shares

                                       11
<PAGE>

that would cause that holder to own more than 4.9% of the Company's  outstanding
common stock. Each debenture matured on December 31, 2006. During February 2007,
Candent  purchased $25,000 of the former officer debenture and Cornell purchased
the  Candent  debenture  of  $85,049  and the  $132,948  remained  on the former
officer's debenture.  The terms of the purchased debentures were not changed. As
of March  31,  2007 the  Company  has not been  notified  by any party to demand
payment of the convertible debentures.

The Company determined that the conversion  features of the assumed  convertible
debentures represent an embedded derivative since the debentures are convertible
into a variable  number of shares  upon  conversion.  Accordingly,  the  assumed
convertible  debentures  are not considered to be  conventional  debt under EITF
00-19 and the embedded  conversion feature must be bifurcated from the debt host
and accounted for as a derivative  liability.  The embedded  derivative  feature
created  by the  variable  conversion  meets the  criteria  of SFAS 133 and EITF
00-19, and should be accounted for as a separate  derivative.  At March 31, 2007
the fair value of the  conversion  derivative  liability  created by the assumed
debentures  calculated using the Black-Scholes model was $59,391.  For the three
months ended March 31, 2007 the unrealized  loss on the  derivative  instruments
created by these debentures was $360.

The following assumptions were applied to all convertible debt:

                                             March 31,
                                                2007
----------------------------------------------------------
Market price                                   $0.04
Exercise prices                            $0.017- $0.369
Expected volatility                        183% - 187.7%
Expected dividends                              None
Expected term (in days )                       10-30
Risk-free interest rate                        4.54%%

The convertible debentures liability is as follows at March 31, 2007:

Convertible debentures payable                           $2,768,793

Less: unamortized discount on debentures                  1,482,251
                                                         ----------

 Convertible debentures, net - Long term                 $1,286,542
                                                         ==========


Note 6   - DUE TO/FROM RELATED PARTIES

At  March  31,  2007  the  Company  owed  Greenshift  Corporation  $539,254  and
GreenShift owed the Company $907,820, for a net amount of $368,566.

Due to related parties consists of the following at March 31, 2007:

Candent Corporation                                       $ 466,000
GS Ethanol Technologies, Inc.                               219,317
GS Advanced Application                                       5,100
Due to officer                                               50,000
                                                          ---------
                                                          $ 740,417
                                                          =========

During the three  months ended March 31, 2007,  the Company  recorded  $6,802 of
interest  expense  for  amounts  due to  GreenShift  Corporation  and $11,078 of
interest income for amounts due from Greenshift Corporation.

GreenShift Corporation is the Company's parent. GS Ethanol Technologies, Inc. is
a subsidiary of GreenShift,  and the former  president of Candent is the wife of
the  Company's  chairman.  All of the issued and  outstanding  capital  stock of
Candent is held in trust for the  benefit of its former  president.  GS Advanced
Application  is a subsidiary of GS CleanTech  Corporation  and GS CleanTech is a
subsidiary of GreenShift.  Amounts due to officer represent amount loaned by the
Company's  Chairmen and Chief Executive  officer.  All amounts are  non-interest
bearing.

Note 7 - INCOME TAXES

The  Company   currently  files  an  income  tax  return  in  the  U.S.  federal
jurisdiction  as well as in the State of New York. Tax returns for the year 2006
remain open for  examination in various tax  jurisdictions  in which the Company
and its subsidiaries operates or operated.

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for  Uncertainty in Income  Taxes-An  Interpretation  of FASB Statement No. 109,
Accounting  for Income Taxes" ("FIN 48"), on January 1, 2007. As a result of the
implementation of FIN 48, the Company  recognized no material  adjustment in the

                                       12
<PAGE>

liability for unrecognized income tax benefits.  At the adoption date of January
1,  2007,  and at March 31,  2007,  there  were no  unrecognized  tax  benefits.
Interest and penalties  related to uncertain tax positions will be recognized in
income tax expense.  As of March 31, 2007, no interest  related to uncertain tax
positions had been accrued.

Note 8 - STOCKHOLDER'S EQUITY

The Company  accounts for its  share-based  employee  compensation  arrangements
under SFAS No. 123 (revised 2004),  "Share Based Payment"  ("SFAS 123R"),  which
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements.

On January 4, 2007 the Company  issued 130 shares of common stock to an employee
for services provided. The fair value of the award was determined by the closing
price of its stock on the  issuance  date.  For the three months ended March 31,
2007 the  Company  incurred  $16 of share  based  compensation  related to these
issuance.

On January 16,  2007 the  Company  issued  6,914,892  shares of common  stock to
employees for services provided.  The fair value of the awards was determined by
the closing price of its stock on the issuance  date. For the three months ended
March 31, 2007 the Company incurred $760,638 of share based compensation related
to these issuance.

On February 26, 2007,  GreenShift  converted  its 6,250 shares of the  Company's
Series B Voting Preferred Stock into 101,402,363  shares of the Company's Common
Stock.

On February 26, 2007, the Company  increased its  additional  paid in capital by
$712,125 for the value of the detachable  warrants issued in connection with the
February 26, 2007 Cornell Convertible  debenture (Note 5) in accordance with the
guidance  found in APB Opinion 14,  "Accounting  for  Convertible  Debt and Debt
issued with Detachable Stock Purchase Warrants".

On  March  2,  2007,  Cornell  Capital  converted  $52,850  of  its  convertible
debentures into 5,285,000 shares of the Company's Common Stock

On  March  21,  2007,  Cornell  Capital  converted  $13,760  of its  convertible
debentures into 1,376,000 shares of the Company's Common Stock

On March 29,  2007,  the Company  issued  35,000,000  shares of common  stock to
employees for services provided.  The fair value of the awards was determined by
the closing price of its stock on the issuance  date. For the three months ended
March 31,  2007 the Company  incurred  $1,050,000  of share  based  compensation
related to these issuance.

Note 9 - COMMITMENTS

EMPLOYMENT AGREEMENT

In February 2007 the Company entered into a three-year employment agreement with
the  President of its newly formed  wholly owned  subsidiary.  The annual salary
stipulated in the agreement is $125,000 but could  increase to $150,000 based on
the subsidiary's  achievement of pre-tax  operating  profits for two consecutive
calendar  quarters.  The Company  purchased  its aerogel  technology  from GCC's
president.

Note 10 - CONTINGENT LIABILITY

The Company's  General  Ultrasonics  subsidiary is party to the matter  entitled
LeBlanc v. Tomoiu,  et. al.,  which  action was filed in the  Superior  Court of
Connecticut. The verified complaint, which also names GreenShift Corporation and
certain of its affiliates,  seeks damages relating to the acquisition by General
Ultrasonics of the stock of H2 Energy Solutions,  Inc. from substantially all of
its shareholders,  as well as attorney's fees and costs. General Ultrasonics has
responded to the verified complaint and denies any liability.

Note 11 - SUBSEQUENT EVENT

In April 2007,  the company  entered into an amended  employment  with the Chief
Science  Officer of General  Ultrasonics.  The  agreement  is for a term of five
years  calls  for an annual  salary  of  $150,000,  a  minimum  annual  bonus of
$250,000, a signing bonus of $62,500, and requires the Company to Issue Series B
Preferred Stock corresponding to 5% of the Company's fully diluted capital stock
to the Chief Science Officer.

In April 2007,  GreenShift  converted  12,500 shares of the  Company's  Series B
Preferred Stock into 200,832,521 shares of common stock.

On May 4, 2007,  GCC  amended  the  February  26,  2007  Technology  Acquisition
Agreement.  The amendment  provided for the  replacement  of the GSCR  preferred
stock with 400,000 shares of common stock in General Carbonics Corporation equal
to 40% of GCC.

On May 14, 2007,  the  Company's  parent,  GreenShift  Corporation,  executed an
agreement  to sell its  majority  stake in the company to Seaway  Capital,  Inc.
Seaway Capital, Inc. has agreed to assume up to 4500,000 of the Company's legacy
debt and  GreenShift  Corporation  will retain the Company's  current  operating
subsidiaries  by  transferring  the stock of the  subsidiaries  to GS  CleanTech
Corporation.

13
<PAGE>

Note 12 - RESTATEMENT

The Company has restated its  financial  statements  for the period of inception
(January  14,  2006) to December  31, 2006 and the three  months ended March 31,
2007.

On July 26, 2007, the Company  determined  that it was liable for  approximately
$498,000  of  convertible  debt  along  with  approximately  $59,000  of related
derivative  liabilities  at October  9, 2006,  the  reverse  merger  date and at
December 31, 2006 and March 31, 2007. The following outlines the changes:

     1.   A  subsidiary  of  the  Company  that  was  spun-off  in  2006  issued
          convertible  debt in the  principal  amount of $498,074  several years
          ago.  Management of the Company was  presented  with evidence that the
          convertible  debentures along with the related derivative liability of
          $58,884 for the conversion  features  related to these debentures were
          liabilities  of the Company at the  reverse  merger date of October 9,
          2006. The Company  calculated  the derivative  liability to be $59,391
          and $59,031 on the conversion  feature related to these  debentures at
          March 31, 2007 and December 31,  2006,  respectively,  and incurred an
          unrealized  loss of $360 and $147 for the three months ended March 31,
          2007 and the period of  inception  (January  14, 2006) to December 31,
          2006,  respectively  . The  Company  originally  did  not  record  the
          long-term  convertible  debentures and related derivative liability at
          the  December  31, 2006 and March 31, 2007 and did not  calculate  the
          unrealized loss on these  derivative  instruments for the three months
          ended March 31, 2007 and period of  inception  (January  14,  2006) to
          December 31, 2006.

In addition  the Company  reviewed  and revised its  conclusions  regarding  its
derivative instruments at December 31, 2006. The following outlines the changes:

     1.   The expected  term used in the  Black-Scholes  model used to calculate
          derivative  liability of $1,514,428 and $531,333 at March 31, 2007 and
          December 31, 2006, respectively,  related to conversion feature on the
          Highgate/Cornell  convertible  debenture was ten days.  The unrealized
          gain/(loss)  on  derivative  instruments  related  to  the  conversion
          feature on the Highgate/Cornell  debenture was $(983,095) and $801,367
          for the three  months ended March 31, 2007 and the period of inception
          (January 14, 2006) to December  31,  2006,  respectively.  The Company
          originally used an expected term of 2.0 and 2.25 years in the original
          Black-Scholes   model  used  to  calculate  the  original   derivative
          liability of $2,536,931  and $1,474,827 at March 31, 2007 and December
          31, 2006, respectively.  The Company originally recorded an unrealized
          loss of derivative  instruments  of $1,062,104  and $142,127 for three
          months ended March 31, 2007 and the period of  inception  (January 14,
          2006) to December 31, 2006, respectively.

     2.   The 1,652,000  warrants attached to the  Highgate/Cornell  convertible
          debenture  were  determined  not to be a derivative  instrument  under
          accounting  principles  generally  accepted  in the  United  States of
          America.  The Company  originally  recorded a derivative  liability of
          $1,230,330  and $198,193 at October 9, 2006 (reverse  merger date) and
          December 31, 2006, respectively,  and an unrealized gain on derivative
          instruments  of  $1,032,137  for the period of inception  (January 14,
          2006) to  December  31,  2006.  In  addition  the  Company  originally
          recorded a derivative  liability of $50,396 and an unrealized  gain on
          derivative  instruments  of  $147,797  as of and for the three  months
          ended March 31, 2007.

     3.   The Company determined that a beneficial conversion did not exist when
          the February 26, 2007 Cornell  convertible  debenture was issued.  The
          Company originally recorded $221,208 in interest expense for the three
          months ended March 31, 2007 related to the beneficial conversion.

     4.   The Company  determined the offset to the discount of $712,125 created
          by the detachable warrants granted in conjunction with the issuance of
          the Cornell Convertible  debenture on February 26, 2007 was additional
          paid in  capital.  The  Company  originally  recorded  the  offset  to
          derivative liability.  The Company also determined that the detachable
          warrants  issued  with  the  Cornell  Convertible  debenture  were not
          derivative instruments.  The Company originally recorded an unrealized
          loss on the derivative  instruments of $1,227,875 for the three months
          ended March 31, 2007.

     5.   The Company determined that the conversion feature on the February 26,
          2007 Cornell  debenture was not an embedded  derivative  and a further
          discount on the debt did not exist.  The Company  originally  recorded
          the transaction as follows;

          a.   The fair  value  of the  embedded  derivative  of  $242,478  as a
               derivative  liability with a  corresponding  amount recorded as a
               discount on the debenture on February 26, 2007.

                                       14
<PAGE>

          b.   A derivative  liability  created by this debenture of $76,423 and
               an unrealized gain on derivative  instruments of $166,055 for the
               three months ended March 31, 2007.

          c.   $10,103 in interest  expense for the three months ended March 31,
               2007 based on the  amortization  of the  original  debt  discount
               recorded.

The impact of these adjustments on the Company's financial results as originally
reported  as of and for the three  months  ended  March 31,  2007 is  summarized
below:

                                                  As Reported       As Restated
                                                  -----------------------------
Current liabilities ............................   $ 5,080,234    $ 3,456,553

Total liabilities ..............................   $ 6,568,171    $ 5,674,939

Total Stockholders' Deficiency .................   $(3,215,090)   $(2,321,858)

Net loss .......................................   $(4,544,026)   $(4,726,303)




























                                       15
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BUSINESS RISK FACTORS

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

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

GS Carbon had  approximately  $58,887 in cash at March 31,  2007 and had current
liabilities totaling $3,456,553.  These matters raise substantial doubt about GS
Carbon's  ability to continue as a going  concern.  Management's  plans  include
raising  additional  proceeds from debt and equity  transactions  and completing
strategic acquisitions.

The issuance of shares  under our  agreements  with  Cornell and Highgate  could
increase our outstanding shares by over 30%.

While  Cornell and Highgate are subject to  restrictions  on conversion of their
respective debentures limiting their ownership to 4.9% of our common stock, upon
default the Cornell  March 31,  2007.  The issuance of these shares would dilute
the interest of our current shareholders by over 30%.

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

The conversion of our outstanding  convertible debentures (including the Cornell
Debenture and Highgate Debenture),  and the exercise of our outstanding warrants
and options  could result in the issuance of up to  55,000,000  shares of common
stock.  Such issuances  would reduce the percentage of ownership of our existing
common  stockholders  and could,  among other  things,  depress the price of our
common  stock.  This  result  could  detrimentally  affect our  ability to raise
additional equity capital.  In addition,  the sale of these additional shares of
common stock may cause the market price of our stock to decrease.

We may be unable to satisfy our current debts.

Our total liabilities as of March 31, 2007 were $5,674,939.  We cannot afford to
pay these  amounts  out of our  operating  cash flows and our ability to operate
will be significantly impaired if we cannot reduce the Cornell and Highgate debt
with registered stock.


We lack capital to fund our operations.

During the three months  ended March 31, 2007 our  operations  used  $333,352 in
cash. In addition,  during those twelve months we were required to make payments
on some of our outstanding  debts.  Loans from some of our  shareholders and the
issuance  convertible  debentures funded both the cash shortfall from operations
and our debt service.  Those individuals may not be able to continue to fund our
operations or our debt service.

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

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.


                                       16
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)

BUSINESS RISK FACTORS (continued)

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

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

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the  contributions  of our key management,  environmental
and engineering personnel. The loss of these officers could result in lost sales
opportunities,  lost business,  difficulties operating our assets,  difficulties
raising additional funds and could therefore  significantly impair our financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render  certain  services.  We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

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

GreenShift  Corporation  controls  100% of our  outstanding  Series B  preferred
stock.  The preferred  shares are convertible into 85% of our Common Stock. As a
result, GreenShift Corporation exerts a significant degree of influence over our
management  and  affairs  and  over  matters  requiring   stockholder  approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions.  In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best  interest of all  stockholders.
Furthermore,  the  interests of this  concentration  of ownership may not always
coincide  with  our  interests  or  the  interests  of  other  stockholders  and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.

GS Carbon is not  likely to hold  annual  shareholder  meetings  in the next few
years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a  shareholders  meeting.  Unless a shareholders
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders  meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the next few years, due to the expense involved. Kevin Kreisler who is currently
the sole  director of GS Carbon was  appointed to that  position by the previous
directors. If other directors are added to the Board in the future, it is likely
that Mr. Kreisler will appoint them. As a result,  the shareholders of GS Carbon
will have no effective  means of  exercising  control over the  operations of GS
Carbon.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.


                                       17

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)

BUSINESS RISK FACTORS (continued)

The  volatility  of  the  market  for GS  Carbon  common  stock  may  prevent  a
shareholder from obtaining a fair price for his shares.

The  common  stock of GS  Carbon  is quoted  on the OTC  Bulletin  Board.  It is
impossible to say that the market price on any given day reflects the fair value
of GS  Carbon,  since the price  sometimes  moves up or down by 50% or more in a
week's time. A shareholder in GS Carbon who wants to sell his shares, therefore,
runs the risk that at the time he wants to sell,  the  market  price may be much
less than the price he would consider to be fair.

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

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

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

GS Carbon  common  stock is  defined  by the SEC as a "penny  stock"  because it
trades at a price less than $5.00 per share.  GS Carbon  common stock also meets
most common  definitions of a "penny stock," since it trades for less than $1.00
per share.  Many brokerage firms will discourage their customers from purchasing
penny stocks,  and even more brokerage firms will not recommend a penny stock to
their customers.  Most institutional  investors will not invest in penny stocks.
In addition,  many individual  investors will not consider a purchase of a penny
stock due, among other things, to the negative reputation that attends the penny
stock market.  As a result of this  widespread  disdain for penny stocks,  there
will be a limited  market  for GS Carbon  common  stock as long as it  remains a
"penny stock." This situation may limit the liquidity of your shares.










18
<PAGE>



ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


FORWARD LOOKING STATEMENTS

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

OVERVIEW

GS Carbon  Corporation  ("we," "our," "us," "GS Carbon," or the  "Company") is a
development stage company that was founded to facilitate decarbonization in ways
that  cost-effectively  capitalize on the evolving carbon  markets.  GS Carbon's
ambition is to affect  reductions in the carbon intensity of energy  consumption
by investing in carbon  trading,  developing  and  commercializing  advanced new
decarbonization  technologies,  and by developing  and owning  renewable  energy
production assets.

GS  Carbon  currently  has  two  operating  subsidiaries:   General  Ultrasonics
Corporation  ("GUC") and General Carbonics  Corporation  ("GCC"). GS Carbon also
has three  investments:  Sterling Planet,  Inc.  ("Sterling"),  TerraPass,  Inc.
("TerraPass"), and Air Cycle Corporation ("Air Cycle").

Sterling has  established a strong  reputation  as the premier  market maker for
renewable  energy  sales.  Sterling  has sold over 4 billion  kilowatt  hours of
renewable  energy  since  its  inception,  representing  enough  energy to power
350,000  homes for a full year and offset 2.6  million  tons of carbon  dioxide.
Sterling  Planet  currently  services an impressive  array of clients  including
Alcoa,  The Coca-Cola  Company,  DuPont,  Delphi  Corporation,  Duke University,
University of Utah, Nike, Pitney Bowes, U.S.  Environmental  Protection  Agency,
the U.S.  General Services  Administration,  the Homeland  Security  Department,
Western  Area  Power   Administration,   New  York  State  Energy  Research  and
Development Authority (NYSERDA), the U.S. Army, Staples,  Whirlpool Corporation,
the World Resources  Institute and over 150 other  companies.  GS Carbon holds a
10% stake in Sterling.

By  issuing a  "TerraPass"  to its  members,  TerraPass  utilizes  its  members'
contributions  to promote global energy  efficiency and greenhouse gas reduction
through  targeted  projects.  It is through  these clean  energy  projects  that
TerraPass  counterbalances  pollution  from  its  members'  vehicles.  TerraPass
recently  partnered with Ford Motor Company in a program called "Greener Miles,"
which allows  consumers to calculate  the amount of carbon  dioxide  produced by
their car in one year of driving, and then to purchase a TerraPass linked to the
cost of  producing an amount of clean energy  equivalent  to the carbon  dioxide
produced.  Individual purchases range from $29.95 to $79.95 annually,  depending
on the type of vehicle, amount of carbon dioxide emitted and miles traveled, and
the funds are used to invest in U.S. based renewable energy projects.  GS Carbon
holds a 10% stake in TerraPass.

GS Carbon holds a 30% stake in Air Cycle, a lamp,  ballast,  battery and e-waste
recycling  company.  Air  Cycle's  Bulb  Eater(R)  product  line  crushes  spent
fluorescent  lamps  into  small  fragments  and  compacts  them  into  55-gallon
containers  which  are then  shipped  for  recycling.  Air  Cycle's  EasyPak(TM)
Recycling  Program is offered as an alternative for customers who generate spent
lamps, batteries,  and/or ballasts and cannot meet Air Cycle's quantity minimums
for bulk pick-ups.  Small shipments are instead  shipped through  pre-paid FedEx
transportation services.

GS  Carbon's  GUC  subsidiary   focuses  on  the  research  and  development  of
commercially viable advanced applications of cutting-edge clean technologies. GS
Carbon's  testing  laboratory  is  currently  focused  on  commercializing   new
technologies  that increase the efficiency  and reduce the emissions  profile of
energy production.  Current research and development projects include ultrasonic
reformation of carbon-based  liquids and gases into clean fuels. GS Carbon's GCC
subsidiary focuses on the synthesis and use of novel carbon-based products.

GS  Carbon  owns  70% of GUC  100% of GCC.  GUC owns  the  exclusive  rights  to
proprietary  new  ultrasonic   reformation  process  uses  water,   carbon-based
materials and high  intensity  ultrasonic  energies to synthesize  clean burning
fuels and other materials. GCC owns patent-pending technologies involving carbon
aerogel composites.



                                       19

<PAGE>



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


RESULTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2007

Revenues

Total revenues were $0 for the three months ended March 31, 2007.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the period ended March 31, 2007
were  $356,929  which  amount  was  primarily   attributable  to  the  operating
activities  of  our  research  and  development   unit,   General   Ultransonics
Corporation.

Interest Expense and Financing Costs

Interest  expenses and financing  costs for the period ended March 31, 2007 were
$180,093 and were primarily  attributable to our existing  financing  agreements
with Candent, Cornell Capital Partners, LLP and Highgate House Funds, Ltd.

Net Income

Our net loss for the period  ended March 31, 2007 was  $4,726,303.  The net loss
incurred was due to the expenses and other factors described above.

Liquidity and Capital Resources

The Company had $476,484 in accounts  payable and accrued  expenses at March 31,
2007. GS Carbon intends to satisfy these amounts predominantly out of cash flows
from its operations and financing  activities.  The Company had negative working
capital  of  $3,397,666  at March  31,  2007,  of which  $2,980,069  related  to
derivative liabilities created by the conversion features found on the Highgate,
Cornell and Candent debentures.


















                                       20

<PAGE>



ITEM 3.           CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal  executive officer and principal  financial
officer, to allow timely decisions regarding required disclosure.

In connection with that  evaluation,  the Company's chief executive  officer and
chief financial officer determined that:

o    The recently  discovered  debts that are the reason for the  restatement in
     this  amended  filing  were  incurred  prior to the 2006  acquisition  of a
     controlling interest in GS Carbon by GreenShift Corporation

o    In connection  with the  acquisition of control by  GreenShift,  a complete
     change in management  occurred.  No person who had knowledge of those debts
     remained associated with GS Carbon on March 31, 2007.

o    As soon as management became aware of the debts, it disclosed its awareness
     of the debts in the Annual  Report on Form 10-KSB for 2006 and commenced an
     investigation of the debts.

The Company's chief executive  officer and chief  financial  officer  determined
that,  as of the end of the period  covered by this report,  these  controls and
procedures  are  adequate and  effective  in alerting him in a timely  manner to
material information relating to the Company that are required to be included in
the Company's periodic SEC filings.

In addition  the Company  reviewed  and revised its  conclusions  regarding  its
derivative  instruments  at  December  31,  2006 and  March  31,  2007  based on
subsequent  review of the facts and  circumstances  that existed at December 31,
2006 and March 31, 2007.

Based on the foregoing analyses, the Company's chief executive officer and chief
financial  officer  concluded that there was a flaw in the Company's  disclosure
controls  and  procedures  as of March 31, 2007 to the extent that its books and
records for the periods prior to the  acquisition of control by GreenShift  were
incomplete  and there was no  employee  remaining  from the period  prior to the
acquisition  who could provide  information to the chief  executive  officer and
chief financial officer regarding the missing information.

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





























                                       21

<PAGE>












                           PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

The Company's  General  Ultrasonics  subsidiary is party to the matter  entitled
LeBlanc v. Tomoiu.  et. al.,  which  action was filed in the  Superior  Court of
Connecticut. The verified complaint, which also names GreenShift Corporation and
certain of its affiliates,  seeks damages relating to the acquisition by General
Ultrasonics of the stock of H2 Energy Solutions,  Inc. from substantially all of
its shareholders,  as well as attorney's fees and costs. General Ultrasonics has
responded to the verified complaint and denies any liability.

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

None during the three months ended March 31, 2007

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 the Company's Form 10-QSB/A for the
period ended March 31, 2007:

Exhibit Number             Description

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

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

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









                                       22

<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.



SEAWAY VALLEY CAPITAL CORPORATION
(FORMERLY KNOWN AS "GS CARBON CORPORATION")



By:             /S/      THOMAS SCOZZAFAVA
                --------------------------
                         THOMAS SCOZZAFAVA
                         Chairman & Chief Executive Officer
                         Chief Financial Officer


Date:                    October 11, 2007