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: June 7, 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))
[GRAPHIC OMITTED]
ITEM 2.01 COMPLETION OF DISPOSITION OF ASSETS
The Board of Directors of GreenShift's subsidiary, Hugo International Telecom,
Inc., has filed with the Secretary of State of Delaware a certificate of
designation of a 1,000,000 shares of Series C Preferred Stock. The holder of the
Series C Preferred Stock will be entitled to convert the Series C Preferred
Stock into 80% of Hugo's fully-diluted common stock, and will be entitled to
cast 80% of the votes at any meeting of shareholders. The Series C Preferred
Stock has a liquidation preference of $.001 per share and does not accrue
dividends.
On June 7, 2006 GreenShift completed the sale of Mean Green BioFuels, Inc. to
Hugo. At the closing, GreenShift also surrendered to Hugo 300,000 shares of Hugo
Series B Preferred Stock (which was convertible into 67% of Hugo's fully-diluted
capital stock). In exchange for the Mean Green BioFuels shares and the Hugo
Series B Preferred Stock, Hugo assumed GreenShift's obligations under a Secured
Convertible Debenture due to Cornell Capital Partners in the principal amount of
$1,949,631, and issued to GreenShift Corporation 1,000,000 shares of Series C
Preferred Stock.
ITEM 8.01 OTHER EVENTS
On June 7, 2006 Hugo signed a Securities Purchase Agreement with Cornell Capital
Partners, LP. The Agreement calls for Cornell to purchase $22 million in
principal amount of Secured Convertible Debentures. The first Debenture, in the
principal amount of $5,500,000 was purchased by Cornell on June 7 for a payment
of $4,950,000. The second Debenture, also in the principal amount of $5,500,000
will be purchased on or before September 30, 2006 if Hugo has obtained a
commitment for senior debt financing for the construction of a biodiesel
manufacturing plant. The third Debenture, in the principal amount of
$11,000,000, will be purchased when construction of the biodiesel manufacturing
plant commences. The purchase price for each Debenture will be 90% of its
principal amount.
Detailed information regarding the arrangement between Hugo and Cornell may be
found in the Current Report on Form 8-K dated June 7, 2006 filed by Hugo
International Telecom, Inc.
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 12, 2006