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 25, 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 25, 2006, GreenShift executed a Share Purchase Agreement with its
subsidiary, Veridium Corporation. The Agreement contemplates a closing to occur
on or before June 30, 2006. At the closing, GreenShift will transfer to Veridium
100% of the outstanding capital stock of GS EnviroServices, Inc. (f/k/a
GreenWorks Corporation) and 100% of the outstanding capital stock of GS
CleanTech Ventures, Inc.
GS EnviroServices, Inc. owns an environmental engineering business called
Enviro-Sciences (of Delaware) Corporation. GS CleanTech Ventures holds equity
stakes in General Hydrogen Corporation, General Ultrasonics Corporation, Ovation
Products Corporation, and Aerogel Composite, Inc.
In exchange for the shares in GS EnviroServices and GS CleanTech Ventures,
Veridium will assume GreenShift's obligations under certain debentures in the
principal amount of $1,900,000. Veridium will also amend the Series D Preferred
Stock now held by GreenShift to increase the portion of Veridium's equity
represented by the Series D shares from 70% to 80%.
ITEM 8.01 OTHER EVENTS
On May 25, 2006 GreenShift issued a press release containing a letter to
GreenShift's shareholders containing information regarding GreenShift's current
business plan. A copy of the letter is filed as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10-a Share Purchase Agreement dated May 25, 2006 between GreenShift Corporation
and Veridium Corporation.
99 Press release dated May 25, 2006.
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: June 1, 2006