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: July 26, 2007
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.)
One Penn Plaza, Suite 1612, New York, NY 10119
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW
In its Annual Report on Form 10-KSB for the year ended December 31, 2006
GreenShift disclosed in Note 21 to the Financial Statements the following:
A subsidiary of GS Carbon that was spun-off from GS Carbon in 2006
issued debt instruments in the principal amount of $498,074 several
years ago. GS Carbon recently was presented with evidence that GS
Carbon may be liable for payment of the debts. GS Carbon's management
is actively investigating the facts and circumstances with respect to
the debts, and is not able to determine at this time if GS Carbon has
liability for the debts.
On July 26, 2007 management of GS Carbon determined that the debt
instruments remain liabilities of GS Carbon. The financial statements of GS
Carbon are consolidated with the financial statements of GreenShift. Therefore,
the Board of Directors of GreenShift subsequently discussed that conclusion with
Rosenberg Rich Baker Berman, CPA, its independent accountant.
Due to the determination that GS Carbon is liable for the $498,074 in debt
instruments, GreenShift will amend its Annual Report on Form 10-KSB for the year
ended December 31, 2006 and its Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2007 in order to restate the financial statements contained in
those reports. The amended reports will be filed promptly after GreenShift files
its Quarterly Report for the quarter ended June 30, 2007. In the meantime, the
financial statements contained in the December 31, 2006 and March 31, 2007
reports, and the audit opinion contained in the December 31, 2006 report, should
not be relied upon.
At the end of the second quarter, GreenShift transferred its interest in GS
Carbon. Therefore, the financial statements of GS Carbon will not be
consolidated with the financial statements of GreenShift for the third quarter,
ending September 30, 2007, or thereafter.
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: August 8, 2007