As filed with the Securities and Exchange Commission on November 27, 2006
Registration Number: 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GREENSHIFT CORPORATION
(Exact name of Registrant as specified in Charter)

Delaware 22-3328734
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(State of Incorporation) (I.R.S. Employer I.D. Number)

One Penn Plaza, Suite 1612, New York, NY 10119
----------------------------------------------
(Address of Principal Executive Offices)

2006 EQUITY INCENTIVE PLAN
(Full Title of Plan)

Kevin Kreisler
GreenShift Corporation
One Penn Plaza, Suite 1612
New York, NY 10119
(212) 994-5374
--------------------------------------------
(Name, Address and Telephone Number of Agent for Service)

Copy to:
ROBERT BRANTL, ESQ.
52 Mulligan Lane
Irvington, NY 10533
(914) 683-3026

CALCULATION OF REGISTRATION FEE

Title of Proposed Maximum Proposed Maximum
Securities Amount to Offering Aggregate Amount of
to be Registered be Registered(1) Price per Share (2) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------

Common Stock, 12,000,000 shares $0.11 1/2 $1,380,000 $147.66
$.001 par value
- ---------------------------------------------------------------------------------------------------------
<FN>
(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
registration fee and is the product resulting from multiplying 12,000,000
shares by $0.11 1/2, the closing price for the Common Stock reported on the
OTC Bulletin Board as of November 21, 2006.
</FN>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

GreenShift Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

(a) GreenShift's Annual Report on Form 10-KSB for the year ended December
31, 2005;

(b) GreenShift's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2006;

(d) GreenShift's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006;

(e) GreenShift's Current Report on Form 8-K dated October 18, 2006;

(f) GreenShift's Current Report on Form 8-K dated October 31, 2006; and

(g) the description of GreenShift's Common Stock contained in its
Registration Statement on Form 10-SB (No. 000-28887).

GreenShift is also incorporating by reference all documents hereafter
filed by GreenShift pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Robert Brantl, Esq., counsel to GreenShift, has passed upon the validity of
the shares registered pursuant to this Registration Statement. Mr. Brantl holds
no interest in the securities of GreenShift Corporation.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

Our certificate of incorporation provides that members of our board of
directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law. Delaware corporate law permits a Delaware
corporation to eliminate the personal liability of its directors for monetary
damages for breach of fiduciary duty, except for breaches of the duty of
loyalty, acts or omissions not in good faith or involving intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

Our certificate of incorporation also provides that GreenShift will
indemnify our directors and officers against liabilities arising from their
service as directors and officers to the fullest extent permitted by Delaware
corporate law. Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 2006 Equity Incentive Plan

5 Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Company.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
Exhibit 5.

Item 9. Undertakings.

GreenShift Corporation hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering;

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
GreenShift pursuant to the provisions of the Delaware General Corporation Law or
otherwise, GreenShift has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by GreenShift
of expenses incurred or paid by a director, officer or controlling person of
GreenShift in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, GreenShift will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

REOFFER PROSPECTUS

GREENSHIFT CORPORATION

12,000,000 Shares of Common Stock

The shares are being offered by persons who are officers, directors or
otherwise control persons of GreenShift Corporation. They acquired the shares
from GreenShift, either as the recipients of grants of stock or by exercising
stock options issued to them by GreenShift.

The selling shareholders intend to sell the shares into the public market
from time to time. The shareholders will negotiate with the market makers for
Inseq common stock to determine the prices for each sale. They expect each sale
price to be near to the market price at the time of the sale.

GreenShift common stock is listed for trading on the OTC Bulletin Board
under the trading symbol "GSHF.OB."

Purchase of GreenShift common stock involves substantial risk. Please see
"Risk Factors," which begins on page 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

GreenShift Corporation
One Penn Plaza, Suite 1612
New York, NY 10119
212-994-5374

The date of this prospectus is November 27, 2006

TABLE OF CONTENTS

RISK FACTORS................................................................-2-

SELLING SHAREHOLDERS........................................................-5-

OTHER AVAILABLE INFORMATION.................................................-6-

INDEMNIFICATION.............................................................-7-

RISK FACTORS

You should carefully consider the risks described below before buying our common
stock. If any of the risks described below actually occurs, that event could
cause the trading price of our common stock to decline, and you could lose all
or part of your investment.

I. Risks Attendant to our Business

Most of our subsidiaries are implementing new business plans, which make the
results of their business uncertain.

Some of our subsidiaries, such as GS AgriFuels or General Ultrasonics, are
development stage enterprises that are only now implementing the first stages of
their business plans. Others among our subsidiaries, such as GS CleanTech or GS
Energy, have been in business for several years, but have recently substantially
revised their business plans. Most of our subsidiaries will be engaged in
businesses in the coming year that are substantially different from their
business operations in prior years. This revolution in the focus of our
operations means that the success of our several enterprises will be
speculative. Our subsidiaries will face the uncertainty that accompanies any new
business venture. If we have not planned adequately for contingencies, one or
more of our subsidiaries could fail, which would have a negative effect on our
overall financial results.

The market for alternative energy sources is undetermined, and may not be
adequate to sustain prices at a profitable level.

Most of our subsidiaries are involved in the development or production of
alternative energy, or are providing services to companies involved in the
production of alternative. Their success will depend on the level of market
acceptance of alternative energy sources. The marketing of alternative energy
sources on a national scale is a phenomenon new to this decade. The portion of
U.S. energy represented by alternative energy sources is still quite small. It
is not possible to predict with assurance how large the market for alternative
energy sources will become. If it has not developed to a sufficient breadth when
our subsidiaries are ready to market their products and services, the price at
which alternative energy can be sold will be limited, which may make it
impossible for our or more of our subsidiaries to operate profitably.

The fiscal efficiencies of highly capitalized competitors in the alternative
energy field could defeat the efforts of our subsidiaries to capture a viable
market share.

The business of producing alternative energy is a capital-intense business,
requiring substantial capital resources. Relative to many of the participants in
this industry, our capital resources are miniscule. The costs that our
subsidiaries incur in obtaining capital are substantially greater per Dollar
than the cost incurred by large scale enterprises in the industry. If
competition reduces the prices available for alternative energy sources, our
dependence on expensive capital sources may prevent us from lowering our prices
to meet the competition. This situation could cause one or more of our
subsidiaries to be unable to compete effectively.

Tthe business plans of most of our subsidiaries will fail if they are unable to
obtain substantial additional capital on acceptable terms.

Most of our subsidiaries have developed business plans that will require
significant amounts of capital for development of research and production
facilities and/or marketing. The availability of that capital on acceptable
terms will depend on many factors, such the flux of the U.S. and global
economies, global energy prices, the success of investors in other alternative
energy ventures, and the success of our other enterprises. If GreenShift and/or
our subsidiaries are not able to obtain the capital necessary to implement their
business plans, or cannot obtain capital on terms that make the business plans
viable, the under-funded subsidiaries will fail.

We may be unable to employ and retain the qualified personnel that will be
necessary for our success.

The alternative fuels industry is growing rapidly. As a result, the number of
individuals with experience in the industry is considerably smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol. As a result, our labor costs may be
greater than they would be in a less dynamic industry. On the other hand, if we
are unable to employ the qualified individuals that we will need, our business
may fail.

II. Risks Attendant to our Corporation Structure

We will be unable to service our debts if our subsidiaries default in settling
their obligations to us.

We have incurred substantial debt obligations and will continue to do so, in
order to fund the operations of our subsidiaries. Since we carry on no business
at the level of our parent corporation, our ability to service our own debts
will depend on the cash flow from our subsidiaries. If one or more of our
subsidiaries becomes unable to pay its debts to GreenShift, we may be forced to
default on our own debt obligations. Such a default could result in the
liquidation of a portion of our assets, most likely at less than their market
value.

We will be contingently liable for the debts of some of our subsidiaries.

We recently guaranteed $19 million in debt incurred by our subsidiary, GS
AgriFuels Corporation. In order for our subsidiaries to obtain the capital that
will be required for their growth, it is likely that in the future we will
provide guarantees of other debts incurred by our subsidiaries. These guarantees
will subject our assets to the risk of the failure of a subsidiary whose debt we
have guaranteed. If, for example, we were forced to satisfy our guarantee of GS
AgriFuels debt, to do so we would have to liquidate our holdings in our
successful subsidiaries. Such a result could eliminate the value of our
shareholders' investments.

Our business development could be hindered if we lost the services of our Chief
Executive Officer.

Kevin Kreisler is the Chief Executive Officer of GreenShift and of each of its
primary subsidiaries. Mr. Kreisler is responsible for strategizing not only our
business plan but also the means of financing it. If Mr. Kreisler were to leave
us or become unable to fulfill his responsibilities, our business would be
imperiled. At the very least, there would be a substantial delay in the
development of our plans until a suitable replacement for Mr. Kreisler could be
retained.

Viridis Capital LLC has the ability to determine all matters submitted for
stockholder approval, and its interests may differ from other stockholders.

Viridis Capital, LLC is owned by Kevin Kreisler, our chief executive officer.
Viridis Capital owns capital stock in GreenShift that gives it the power to cast
80% of the votes at any meeting of our shareholders. Accordingly, Viridis can
determine the outcome of any corporate transaction or other matter submitted to
our stockholders for approval, including mergers, acquisitions, consolidations
and the sale of all or substantially all of our assets. Viridis also has the
power to prevent or cause a change in control. The interests of Viridis may
differ from the interests of the other stockholders, which could prevent actions
from being taken that might be in the best interests of GreenShift.

III. Risks Factors Attendant to Ownership of our Common Stock

The resale of shares acquired by Cornell Capital Partners from GreenShift may
reduce the market price of GreenShift' shares.

Cornell Capital Partners owns convertible debentures issued by GreenShift, which
will permit it to acquire GreenShift common stock and resell it to the public.
At the current market price, Cornell Capital Partners could convert its
debentures into over 50% of our outstanding common stock. It is possible that
resale of shares by Cornell Capital Partners will significantly reduce the
market price for GreenShift common stock.

Existing shareholders may experience significant dilution from our issuance of
shares to Cornell Capital Partners.

The issuance of shares on conversion of the convertible debentures held by

Cornell Capital Partners will have a dilutive impact on our stockholders. As a
result, our net income per share could decrease in future periods, and the
market price of our common stock could decline. In addition, the lower our stock
price is, the more shares of common stock we will have to issue if the
debentures are converted on the basis of the contemporaneous market price. If
our stock price is lower, then our existing stockholders would experience
greater dilution.

We will be quoted on the OTC Bulletin Board for the immediate future.

We currently do not meet the eligibility requirements for listing on the NASDAQ
Stock Market. Until we meet those standards and are accepted into the NASDAQ
Stock Market, or unless we are successful in securing a listing on the American
Stock Exchange or some other exchange, our common stock will be quoted only on
the OTC Bulletin Board. Such a listing is considered less prestigious than a
NASDAQ Stock Market or an exchange listing, and many brokerage firms will not
recommend Bulletin Board stocks to their clients. This situation may limit the
liquidity of your shares.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially. The price of
the common stock may be higher or lower than the price you pay for your shares,
depending on many factors, some of which are beyond our control and may not be
directly related to our operating performance. These factors include, but are
not limited to, the following:

o price and volume fluctuations in the overall stock market from time to
time;

o significant volatility in the market price and trading volume of
securities traded on the OTC Bulletin Board companies;

o actual or anticipated changes in our earnings or fluctuations in our
operating results.

As a result of these factors, you cannot be assured that when you are ready to
sell your shares, the market price will accurately reflect the value of your
shares or that you will be able to obtain a reasonable price for your shares.

SELLING SHAREHOLDERS
The table below contains information regarding the individuals
who are using this prospectus to offer common shares.

Percentage of
Shares Owned Number of Shares Owned Class Held
Selling Shareholder Position Before Offering Shares Offered After Offering After Offering
- ------------------- -------- ---------------- -------------- -------------- --------------

OTHER AVAILABLE INFORMATION

GreenShift Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

(a) GreenShift's Annual Report on Form 10-KSB for the year ended December
31, 2005;

(b) GreenShift's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2006;

(d) GreenShift's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006;

(e) GreenShift's Current Report on Form 8-K dated October 18, 2006;

(f) GreenShift's Current Report on Form 8-K dated October 31, 2006; and

(g) the description of GreenShift's Common Stock contained in its
Registration Statement on Form 10-SB (No. 000-28887).

GreenShift is also incorporating by reference all documents hereafter filed
by GreenShift pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold.

Upon written request, GreenShift will provide to each person, including any
beneficial owner, to whom this prospectus is delivered a copy of any and all
information that has been incorporated into this prospectus by reference. We
will provide the information at no cost to the person who requests it. Any such
request should be made to Kevin Kreisler, GreenShift Corporation, One Penn
Plaza, Suite 1612, New York, NY 10119.

GreenShift files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information, which may
assist you in understanding our company. In addition, we have filed a
registration statement on Form S-8, including exhibits, with respect to the
shares to be sold in the offering.

You may read and copy the registration statement or any reports, statements
or other information that we file at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. Our Commission filings, including the registration statement, are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

INDEMNIFICATION

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, GreenShift
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 27th day of
November, 2006.

GREENSHIFT CORPORATION

By: /s/ Kevin Kreisler
----------------------------------------
Kevin Kreisler, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on November 27, 2006.

/s/ Kevin Kreisler
- ---------------------------------
Kevin Kreisler, Director,
Chief Executive Officer

/s/ James L. Grainer
- ---------------------------------
James L. Grainer,
Chief Financial and Accounting Officer

/s/ Kurt Gordon
- ---------------------------------
Kurt Gordon, Director

/s/ David Winsness
- ---------------------------------
David Winsness, Director