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.: 0-50469



                        Date of Report: February 29, 2008





                             GREENSHIFT CORPORATION
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             (Exact name of registrant as specified in its charter)


Delaware                                                          59-3764931
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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 8.01         Other Events

On February 29, 2008, a wholly-owned  subsidiary of GreenShift  Corporation (the
"Subsidiary")  that owned 90% of the outstanding  shares of GS AgriFuels,  filed
with the Delaware  Secretary  of State a  Certificate  of  Ownership  and Merger
merging  Subsidiary into GS AgriFuels  Corporation.  The effect of the merger is
the following:

- -    The  shares  of GS  AgriFuels  ceased  to be  outstanding  at the  close of
     business on February 29, 2008.

- -    On March  27,  2008 GS  AgriFuels  will pay  $.50 per  share to the  record
     holders of common stock as of February 29, 2008 other than Subsidiary.

- -    GS AgriFuels  Corporation has become a 100%-owned  subsidiary of GreenShift
     Corporation.



                                    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:  March 3, 2008

                                        GREENSHIFT CORPORATION

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