================================================================================

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

                                  FORM 10-QSB/A

(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2007

[_]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
       FOR THE TRANSITION PERIOD FROM ______ TO ________

                      Commission file number 000-26331
                                            -----------


                            GREYSTONE LOGISTICS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          OKLAHOMA                                               75-2954680
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                  1613 EAST 15TH STREET, TULSA, OKLAHOMA 74120
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                (918) 583-7441
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Indicate by checkmark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act).   Yes  [_]    No  [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: March 10, 2007 - 26,061,201

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):   Yes  [_]    No  [X]

================================================================================
<PAGE>

                            GREYSTONE LOGISTICS, INC.
                                  FORM 10-QSB/A
                     FOR THE PERIOD ENDED FEBRUARY 28, 2007

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS                                               PAGE

         Condensed Consolidated Balance Sheets
          as of February 28, 2007 and May 31, 2006                             1

         Condensed Consolidated Statements of Operations
          For the Nine Month Periods Ended February 28, 2007 and 2006          2

         Condensed Consolidated Statements of Operations
          For the Three Month Periods Ended February 28, 2007 and 2006         3

         Condensed Consolidated Statements of Cash Flows
          For the Nine Month Periods Ended February 28, 2007 and 2006          4

         Notes to Condensed Consolidated Financial Statements                  5



PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS                                                              8


SIGNATURES                                                                     9


<PAGE>
ITEM 1.  FINANCIAL INFORMATION

                                Explanatory Note

This Form 10-QSB/A is being filed by Greystone Logistics, Inc. ("Greystone" or
the "Company"), as Amendment No. 1 (the "Amendment") to the Company's Quarterly
Report on Form 10-QSB for the period ended February 28, 2007 (the " Prior Form
10-QSB"), to amend and restate Part I, Item 1 of the Prior Form 10-QSB in its
entirety because the cash and cash equivalents line item was inadvertently left
off the Company's balance sheet during the edgarization process. The information
contained herein has not been updated to reflect events or developments that may
have occurred subsequent to February 28, 2007.

                   GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
<TABLE><CAPTION>
                                                                                  February 28,        May 31,
                                                                                      2007              2006
                                                                                  ------------      ------------
<S>                                                                               <C>               <C>
                                     ASSETS
                                     ------
CURRENT ASSETS:
        Cash                                                                      $     82,837      $        925
        Accounts receivable, net of allowance for doubtful                             151,860           842,375
            accounts of $39,992 at February 28, 2007
        Inventory                                                                       63,081           631,236
        Prepaid expenses                                                                31,117             8,913
                                                                                  ------------      ------------
              TOTAL CURRENT ASSETS                                                     328,895         1,483,449

PROPERTY, PLANT AND EQUIPMENT,
        net of accumulated depreciation of $2,517,125 and $2,060,091
        at February 28, 2007 and May 31, 2006, respectively                          7,164,894         8,028,275

OTHER ASSETS                                                                           114,990           151,661
                                                                                  ------------      ------------
TOTAL ASSETS                                                                      $  7,608,779      $  9,663,385
                                                                                  ============      ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILITIES:
        Current portion of long-term debt                                         $  3,192,348      $  2,055,463
        Bank overdraft                                                                      --           143,928
        Advances payable - related party                                               860,799           394,567
        Accounts payable and accrued expenses:
              Third parties                                                          1,787,800         2,740,555
              Related party                                                            508,247                --
        Preferred dividends payable                                                    942,301           513,260
                                                                                  ------------      ------------
              TOTAL CURRENT LIABILITIES                                              7,291,495         5,847,773

LONG-TERM DEBT                                                                       9,946,663        10,886,176

DEFERRED INCOME                                                                        143,805                --

STOCKHOLDERS' DEFICIENCY:
        Preferred stock, $0.0001 par value, 20,750,000 shares authorized,
          50,000 shares outstanding, liquidation preference of $5,000,000                    5                 5
        Common stock, $0.0001 par value, 5,000,000,000 shares
          authorized, 26,061,201 and 24,061,201 outstanding, respectively                2,606             2,406
        Additional paid-in capital                                                  52,574,454        52,278,594
        Deficit                                                                    (62,350,249)      (59,351,569)
                                                                                  ------------      ------------
              TOTAL STOCKHOLDERS' DEFICIENCY                                        (9,773,184)       (7,070,564)
                                                                                  ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                    $  7,608,779      $  9,663,385
                                                                                  ============      ============

            The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       1
<PAGE>

                   GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations

<TABLE><CAPTION>
                                                          Nine Months Ended February 28,
                                                          ------------------------------
                                                              2007              2006
                                                          ------------      ------------
<S>                                                       <C>               <C>
Sales                                                     $  9,065,259      $ 11,237,737

Cost of Sales, including depreciation expense of
        $598,472 and $544,805                                8,840,652        10,777,837
                                                          ------------      ------------

Gross Profit                                                   224,607           459,900

Expenses:
        General, selling and administration expenses         1,368,902         1,733,876
                                                          ------------      ------------

Operating Loss                                              (1,144,295)       (1,273,976)

Other Income (Expense):
        Other income (expense)                                (472,323)           81,107
        Interest expense                                      (953,021)         (772,745)
                                                          ------------      ------------
              Total Other Income (Expense)                  (1,425,344)         (691,638)
                                                          ------------      ------------

Net Loss                                                    (2,569,639)       (1,965,614)

Preferred Dividends                                            429,041           409,629
                                                          ------------      ------------

Net Loss Available to Common Stockholders                 $ (2,998,680)     $ (2,375,243)
                                                          ============      ============

Loss Available to Common Stockholders
        Per Share of Common Stock - Basic and Diluted     $      (0.12)     $      (0.10)
                                                          ============      ============

Weighted Average Shares of Common Stock Outstanding         24,283,000        24,061,000
                                                          ============      ============


 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                       2
<PAGE>

                   GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations

<TABLE><CAPTION>
                                                          Three Months Ended February 28,
                                                          ------------------------------
                                                              2007              2006
                                                          ------------      ------------
<S>                                                       <C>               <C>
Sales                                                     $  2,574,428      $  4,122,947

Cost of Sales, including depreciation expense of
        $197,301 and $191,989                                2,463,916         3,815,678
                                                          ------------      ------------

Gross Profit (Loss)                                            110,512           307,269

Expenses:
        General, selling and administration expenses           466,157           566,029
                                                          ------------      ------------

Operating Loss                                                (355,645)         (258,760)

Other Income (Expense):
        Other income (expense)                                (474,536)            6,808
        Interest expense                                      (348,140)         (266,775)
                                                          ------------      ------------
              Total Other Income (Expense)                    (822,676)         (259,967)
                                                          ------------      ------------

Net Loss                                                    (1,178,321)         (518,727)

Preferred Dividends                                            141,781           130,029
                                                          ------------      ------------

Net Loss Available to Common Stockholders                 $ (1,320,102)     $   (648,756)
                                                          ============      ============

Loss Available to Common Stockholders
        Per Share of Common Stock - Basic and Diluted     $      (0.05)     $      (0.03)
                                                          ============      ============

Weighted Average Shares of Common Stock Outstanding         24,728,000        24,061,000
                                                          ============      ============

 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                        3
<PAGE>

                   GREYSTONE LOGISTICS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE><CAPTION>
                                                                            Nine Months Ended February 28,
                                                                            ------------------------------
                                                                                2007              2006
                                                                            ------------      ------------
<S>                                                                         <C>               <C>
Cash Flows from Operating Activities:
        Net Loss                                                            $ (2,569,639)     $ (1,965,614)
        Adjustments to reconcile net loss to cash used
          in operating activities
              Depreciation and amortization                                      628,511           556,265
              Gain on sale of equipment and other assets                         (71,472)           (6,571)
              Stock option compensation                                          196,060                --
              Loss on termination of long-term lease                             619,061                --
              Changes in accounts receivable                                     690,515           300,398
              Changes in inventory                                               568,155           (89,185)
              Changes in prepaid expenses and other                              (11,604)            3,855
              Changes in accounts payable and accrued expenses                  (444,508)          211,741
                                                                            ------------      ------------
                    Net cash used in operating activities                       (394,921)         (989,111)

Cash Flows from Investing Activities:
        Purchase of property and equipment                                      (517,016)       (1,447,757)
        Proceeds from sale of equipment                                          993,234                --
                                                                            ------------      ------------
                    Net cash provided by (used in) investing activities          476,218        (1,447,757)

Cash Flows from Financing Activities:
        Proceeds from notes and advances payable                                 355,603         2,924,225
        Payments on notes and advances payable                                  (211,060)         (453,279)
        Payment of bank overdraft                                               (143,928)               --
        Dividends paid on preferred stock                                             --           (34,463)
                                                                            ------------      ------------
                    Net cash provided by financing activities                        615         2,436,483
                                                                            ------------      ------------

Net Increase (Decrease) in Cash                                                   81,912              (385)
Cash, beginning of period                                                            925             1,410
                                                                            ------------      ------------

Cash, end of period                                                         $     82,837      $      1,025
                                                                            ============      ============

Noncash activities:
        Sale of equipment in exchange for debt                              $         --      $     20,000
        Accrual of preferred dividends                                           429,041           375,166
        Issuance of common stock for termination of long-term lease              100,000                --
        Long-term payable for termination of long-term lease                     519,061                --
Supplemental Information:
        Interest paid                                                       $    820,599      $    772,745


          The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
                                        4
<PAGE>

                            GREYSTONE LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     1.     In the opinion of Greystone, the accompanying unaudited consolidated
financial statements contain all adjustments and reclassifications, which are of
a normal recurring nature, necessary to present fairly its financial position as
of February 28, 2007, and the results of its operations and its cash flows for
the nine month and three month periods ended February 28, 2007 and 2006. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements as of and for the year ended May 31, 2006
and the notes thereto included in Greystone's Form 10-KSB. The financial
statements have been prepared assuming that Greystone will continue as a going
concern. The working capital deficit of $(6,962,600), a stockholders' deficiency
of $(9,773,184) and continuing losses from operations at February 28, 2007 and
its inability to obtain long term financing raises substantial doubt about
Greystone's ability to continue as a going concern. The accompanying financial
statements have been prepared assuming that Greystone will continue as a going
concern and do not reflect the possible effects of any adjustments that might
result from Greystone's inability to continue as a going concern.

     2.     The results of operations for the nine month and three month periods
ended February 28, 2007 and 2006 are not necessarily indicative of the results
to be expected for the full year.

     3.     The computation of loss per share is computed by dividing the loss
available to common shareholders by the weighted average shares outstanding for
the periods. Loss available to common shareholders is determined by adding
preferred dividends for the periods to the net loss. For the nine month periods
ended February 28, 2007 and 2006, the weighted average common shares outstanding
for all periods is 24,283,000 and 24,061,000, respectively. For the three month
periods ended February 28, 2007 and 2006, the weighted average common shares
outstanding for all periods is 24,728,000 and 24,061,000, respectively.
Convertible preferred stock, common stock options and warrants are not
considered as their effect is antidilutive.

     4.     Inventory consists of the following:

                                          February 28,      May 31,
                                              2007           2006
                                           ----------     ----------
                       Raw materials       $       --     $  554,316
                       Finished goods          63,081         76,920
                                           ----------     ----------
                       Total inventory     $   63,081     $  631,236
                                           ==========     ==========

     5.     Effective February 1, 2007, Greystone agreed to issue 2,000,000
shares of its common stock and agreed to pay $24,000 per month for twenty-four
months to 1607 Commerce LLC to terminate a long-term lease agreement on
equipment. The present value of the series of $24,000 monthly payments at 8.5%
interest or $519,060 and the value of the common stock on the effective date of
issuance of $100,000 were recorded as a loss on the termination agreement of the
long-term lease.

                                       5
<PAGE>

     Also, effective February 1, 2007, Greystone issued a warrant to purchase up
to 250,000 shares of common stock at $0.15 per share to an individual in
consideration for providing certain financing and consulting services, which
facilitated the sale of certain of Greystone's equipment to Yorktown Management,
LLC, a company owned by Warren Kruger, Chairman and CEO. The warrants are valued
at $8,500.

     6.     In December 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123(R), "Share-Based Payment." This statement is a revision of
SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. SFAS No. 123(R) requires companies to recognize in the
income statement the grant-date fair value of stock options and other
equity-based compensation issued to employees and is effective for interim or
annual periods beginning after December 15, 2005. The Company adopted SFAS No.
123(R) as of March 1, 2006, using the modified prospective transition method.
Under the modified prospective transition method, awards that are granted,
modified or settled after the date of adoption will be measured in accordance
with SFAS No. 123(R). Unvested equity-classified awards that were granted prior
to March 1, 2006 will be accounted for using the straight-line basis for
recognizing compensation costs in accordance with SFAS No. 123, except that the
amounts will be recognized in the Company's consolidated statements of
operations. The effect of adopting SFAS No. 123(R) is a charge in the amount of
$196,060 and $71,020, including $8,500 for the issuance of warrants as discussed
in Note 5, to compensation expense for the nine month and three month periods
ending February 28, 2007, respectively.

     For the nine month and three month periods ended February 28, 2006,
Greystone applied the intrinsic value-based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, and related interpretations, in accounting for its stock options. As
such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. There
was no stock option cost during the nine month and three month periods ended
February 28, 2006.

     7.     Effective as of February 1, 2007, GSM entered into a purchase
agreement with Yorktown Management & Financial Services, LLC, an entity owned by
Greystone's CEO and Chairman, pursuant to which Yorktown purchased from GSM
existing finished goods inventory and certain raw materials for $1,018,582 and
grinding and peripheral equipment, resin contracts and molds for $981,418.
Greystone completed this transaction with Yorktown, in part, to alleviate the
working capital requirements in maintaining raw material inventory, and will
purchase the raw material used in its production process at Yorktown's cost plus
$0.03 per pound.

     8.     On February 8, 2007, Greystone entered into a settlement agreement
with 1607 Commerce Limited Partnership ("1607"), pursuant to which in exchange
for final settlement of all of 1607's claims under the PIPER 600 equipment lease
and certain related guaranties, Greystone agreed to (i) make a one time payment
to 1607 of $1,048,000, (ii) make monthly payments to 1607 of $24,000 for a term
of 24 months commencing March 1, 2007, which payments can be used towards the
purchase price of pallets purchased from 1607, (iii) transfer to 1607 2,000,000
shares of Greystone's common stock, and (iv) enter into an agreement with 1607
whereby, among other things, 1607 will be given floor space, utilities and
regrind resin in Greystone's Iowa facility and Greystone

                                       6
<PAGE>

and its subsidiaries will be required to purchase up to 200,000 Granada pallets
at $8.00 per pallet and 200,000 nestable pallets at $3.00 per pallet from 1607
over a two year term. Also pursuant to the settlement agreement, the monthly
payments to be made by Greystone will be credited against the purchase price of
any Granada pallets purchased from 1607; provided, however, 1607 is not
obligated to produce any pallets, but has agreed to use it best efforts to do
so. For more information regarding these transactions, see Greystone's Current
Report on Form 8-K, which was filed on February 27, 2007.

























                                       7
<PAGE>
PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS


     11.1   Computation of Loss per Share is in Note 3 in the Notes to the
            financial statements.

     31.1   Certification of Chief Executive Officer pursuant to Rules 13a-14(a)
            and 15d-14(a) promulgated under the Securities Exchange Act of 1934,
            as amended, and Item 601(b)(31) of Regulation S-B, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2   Certification of Chief Financial Officer pursuant to Rules 13a-14(a)
            and 15d-14(a) promulgated under the Securities Exchange Act of 1934,
            as amended, and Item 601(b)(31) of Regulation S-B, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

     32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.




                                        8
<PAGE>

                                    SIGNATURE

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                               GREYSTONE LOGISTICS, INC.
                                       -----------------------------------------
                                                    (Registrant)

Date: May 21, 2007                               /s/ Warren F. Kruger
                                       -----------------------------------------
                                         President and Chief Executive Officer






















                                        9