SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-28887
Date of Report: May 24, 2006
GREENSHIFT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
535 West 34th Street, Suite 203, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
(646) 792-2634
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(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2006, GreenShift entered into a Share Purchase Agreement with its
subsidiary, Inseq Corporation ("Inseq"). The Agreement contemplates a closing to
occur on or before June 30, 2006. At the closing, GreenShift Corporation will
transfer to Inseq all of its interest in Sterling Planet, Inc. (approximately
10% of the capital stock), all of its interest in TerraPass, Inc. (approximately
10% of the capital stock), and al of the capital stock of four recently formed
corporations: GS Solar, Inc., GS Wind, Inc., GS Hydro, Inc. and GS Wave, Inc.
The latter four corporations were organized to engage in the development of
clean energy projects. In exchange for the shares in the six corporations, Inseq
will issue to GreenShift Corporation 450,000 shares of Inseq Series C Preferred
Stock, bringing to 2,200,000 the number of shares of Inseq Series C Preferred
Stock owned by GreenShift.
GreenShift will be entitled to convert its 2,200,000 shares of Inseq Series C
Preferred Stock into 220,000,000 shares of Inseq common stock. GreenShift will
also be entitled to cast 220,000,000 votes at each meeting of Inseq shareholders
by reason of its ownership of the Inseq Series C Preferred Stock. Each share of
Inseq Series C Preferred Stock will have a $1.00 preference over the common
stock in the event of a liquidation of Inseq.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10-a Share Purchase Agreement dated May 24, 2006 between GreenShift Corporation
and Inseq Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENSHIFT CORPORATION
/S/ Kevin Kreisler
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KEVIN KREISLER
Chief Executive Officer
Date: May 31, 2006