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: January 25, 2008





                             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                                  10019
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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 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION

Guaranty

On January 25, 2008,  a financing  was  completed  that  resulted in  GreenShift
Corporation  becoming the  guarantor of the debts of several of its  affiliates.
The beneficiary of the guarantees was YA Global Investments,  LP ("YAGI").  YAGI
is the holder of debt instruments issued by GreenShift Corporation, which are in
default.  The  guarantees  were  issued in  consideration  of YAGI's  continuing
tolerance of GreenShift's defaults.

     i.   GS COES (Yorkville I) Financing

GreenShift  guaranteed  the  obligations  of  GS  COES  (Yorkville  I),  LLC,  a
subsidiary of GS CleanTech, under the terms of a Credit Agreement with YAGI that
was closed on January 25, 2008. The Credit Agreement will make up to $10 million
available  to GS  COES  (Yorkville  I)  for  the  purpose  of  constructing  and
installing corn oil extraction systems that have been ordered by several ethanol
manufacturers.  Amounts  advanced  by  YAGI to GS COES  (Yorkville  I) LLC  (the
"Loans") will be repayable on the following terms:

     -    All Loans must be repaid on or prior to August 31, 2009.
     -    Commencing on July 1, 2008, GS COES must pay to YAGI on account of the
          principal  amount of the Loans an amount  equal to the  greater of (a)
          $100,000 and (b) 30% of its EBITDA for the month.
     -    GS COES may prepay the Loans without penalty.

GS COES (Yorkville I) is also required to pay to YAGI:

     -    Interest on the Loans at a rate of 20% per annum.
     -    A fee equal to $.10 per  gallon of corn oil  extracted  at the GS COES
          (Yorkville I)  installations  until the later of (a) the date on which
          the Credit  Agreement is  terminated or (b) the date on which YAGI has
          received the fee with respect to 20 million gallons.

     ii.  Convertible Debentures

GreenShift also guaranteed the obligations of several  affiliates  arising under
debentures they issued to YAGI (the "Debentures"). The following table shows the
current  status  of the  convertible  debentures  issued by  GreenShift  and its
affiliates to YAGI.

- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------

Creditor            Original Issuance Date    Original           Current          Accrued and      Principal Amount
                                              Principal Balance  Principal        unpaid Interest  of Amended and
                                                                 Balance                           Restated
                                                                                                   Debentures
- ----------------------------------------------------------------------------------------------------------------------
GS CleanTech Corporation
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                                                                                    
                    February 8, 2006          $1,900,000         $1,900,000       $184,986         $2,084,986
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    April 13, 2006            $4,400,000         $2,400,000       $389,277         $2,789,277
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    February 27, 2007         $1,125,000         $1,125,000       $99,062          $1,224,062
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    March 31, 2004            $2,190,410         $712,510         $120,453         $832,963
- ----------------------------------------------------------------------------------------------------------------------
GS AgriFuels Corporation (subsidiary of GS CleanTech)
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    June , 2006               $5,500,000         $5,500,000       $863,425         N.A.
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    October, 2006             $13,000,000        $13,000,000      $1,524,384       N.A.
- ----------------------------------------------------------------------------------------------------------------------
GS EnviroServices, Inc. (affiliate of GS CleanTech)
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    January 11, 2008                                                               $2,000,000
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GreenShift Corporation (previously parent of GS CleanTech)
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                    October 12, 2005          $1,475,000         $262,500         $258             N.A.
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    February 8, 2006          $3,050,369         $1,150,369       $41,287          N.A.
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------
                    June 26, 2007             $575,000           $575,000         $35,231          N.A.
- ------------------- ------------------------- ------------------ ---------------- ---------------- -------------------



Payment  of all  obligations  with  respect  to the  Loans  and  the  Debentures
(including the Debentures  issued by GreenShift)  has also been guaranteed by GS
CleanTech,  by its Chairman,  Kevin Kreisler,  by his holding  company,  Viridis
Capital,  LLC, and by all of the  subsidiaries  of GS  CleanTech.  The Loans and
Debentures are also guaranteed up to $1.5 million by GS EnviroServices, Inc., an
affiliate of GS  CleanTech.  GS COES  (Yorkville  I) LLC and each  guarantor has
pledged all of its assets to secure repayment of the Loans and the Debentures.

Amended Forbearance Agreement

In connection  with the financing  transactions  described in this Report,  YAGI
entered into an Amended and Restated Forbearance  Agreement with GreenShift,  GS
CleanTech  (its former  subsidiary),  and  Viridis  Capital,  LLC (its  majority
shareholder).  The  Agreement  recited  that a  default  existed  under  certain
debentures  issued to YAGI by GS CleanTech,  which were guaranteed by GreenShift
and Viridis  Capital,  as well as under the  debentures  issued by GreenShift to
YAGI. In order to secure the defaulted debentures,  the parties had, at the time
of issuance of the debentures, pledged to YAGI the following securities:


          ------------------------ -------------------------------------------------     --------------------
          Pledgor                  Pledged Shares                                        Issuer
          ------------------------ -------------------------------------------------     --------------------
                                                                                   
          Viridis                  1,000,000  shares  of Series C  Preferred  Stock      GreenShift
                                   convertible into common stock
          ------------------------ -------------------------------------------------     --------------------
          Viridis                  750,000  shares  of  Series  C  Preferred  Stock      GS CleanTech
                                   convertible into common stock
          ------------------------ -------------------------------------------------     --------------------
          GS                       CleanTech 1,000,000 shares of Series C
                                   Preferred Stock                                       GS Energy Corporation
                                   convertible into common stock
          ------------------------ -------------------------------------------------     --------------------
          GS CleanTech             6,266,666   shares   of   common   stock  of  GS      GS EnviroServices
                                   EnviroServices  (defined as "GS  Pledged  Shares
                                   Pool 1")
          ------------------------ -------------------------------------------------     --------------------



In the Amended and Restated  Forbearance  Agreement,  the parties agreed that in
order to remedy the  default  under the  Debentures,  YAGI will be  entitled  to
exercise the right of conversion under the pledged  preferred stock, and to sell
any of the resulting  common shares or the pledged common shares.  The Agreement
stipulates  that YAGI may not at any time own more than 4.99% of the outstanding
common  shares of any of the  issuers.  Each time YAGI  takes  shares  under the
Agreement,  90% of the volume weighted average market price for the five trading
days preceding the delivery will be applied against the principal  amount of the
Debentures.  YAGI agreed that, if no other defaults occur under the  Debentures,
it would waive all other rights and penalties available to it as a result of the
present defaults.




ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

10-a Credit  Agreement  dated January 11, 2008 between GS COES (Yorkville I) LLC
     and YA Global Investments, LP

10-b Amended and  Restated  Forbearance  Agreement  dated as of January 11, 2008
     among GS CleanTech Corporation,  GreenShift  Corporation,  Viridis Capital,
     LLC and YA Global Investments, LP.

10-c Global Guaranty Agreement dated January 11, 2008 among Viridis Capital LLC,
     Kevin  Kreisler,  GreenShift  Corporation,  GS  AgriFuels  Corporation,  GS
     CleanTech   Corporation,   each  of  their  subsidiaries,   and  YA  Global
     Investments, LP.



                                    SIGNATURE


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.



Dated:  January 29, 2008                    GREENSHIFT CORPORATION


                                            By: /s/ Kevin Kreisler
                                            -----------------------------------
                                                    Kevin Kreisler, Chairman