SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K --------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-28887 Date of Report: July 1, 2006 GREENSHIFT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-3328734 - -------------------------------------------------------------------------------- (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) One Penn Plaza, Suite 1612, New York, NY 10119 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 994-5374 - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) 535 West 34th Street, Suite 203, New York, NY 10001 - -------------------------------------------------------------------------------- (Former address, if changed since last report) 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 2.01 COMPLETION OF DISPOSITION OF ASSETS On July 1, 2006, GreenShift transferred to its subsidiary, Inseq Corporation ("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 all 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 issued 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 - filed as an exhibit to the Current Report on Form 8-K dated May 24, 2006 that was filed on May 31, 2006, and incorporated herein by reference. 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 ---------------------------------- KEVIN KREISLER Chief Executive Officer Date: July 7, 2006