GREENSHIFT CORPORATION
One Penn Plaza
Suite 1612
New York, NY 10119
July 13, 2009
Via EDGAR
Pamela A. Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: GreenShift Corporation
Preliminary Information Statement on Schedule 14C
Filed June 12, 2009
File No. 000-50469
Dear Ms. Long:
I am writing in response to your letter to dated July 7, 2009. The Staff's
comments are repeated below in bold italics.
GreenShift is today filing an amendment to its Preliminary Information
Statement, which reflects GreenShift's response to the Staff's comments. We are
sending a marked copy of the amendment by fax to Jessica Kane of your staff.
Amendment of the Certificate of Incorporation to Increase the Authorized
Common Stock, page 3
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1. On page 4, we note that the Company has approximately 4.5 billion
shares of common stock issuable pursuant to various derivative
securities. Since the Company has amended its Certificate of
Incorporation to increase the number of authorized shares of common
stock to 10 billion shares, please discuss in more detail the
Company's intended use of these additional shares, including whether
the Company has any current plans to undertake any of the actions
listed on page 4. We note the statement that management has not
entered into any commitment to issue any shares except upon conversion
of the debentures.
1. As requested, we have amended the disclosure on pages 4 and 5 to disclose
(a) that management has no current plans to use any of the additional
shares and (b) that the authorization of 10 billion shares is necessitated
primarily by the adjustable conversion rate on the debentures.
2. Please disclose the information required by Item 11(d) of Schedule
14A, specifically the general effect the authorization of these shares
will have on the rights of the existing shareholders and the material
terms of any agreements between the Company and its creditors,
including YA Global Investments, L.P., under which the Company may
repay all or a portion of its debt by converting the debt into shares
of the Company's common stock.
2. As requested, we have amended the disclosure on page 5 of the 14C to
disclose the general effect that the authorization of the shares may have
on the rights of existing shareholders. There are no agreements between the
Company and any of its creditors under which the Company may repay all or a
portion of its debt by converting the debt into shares of the Company's
common stock.
ACKNOWLEDGEMENT
The undersigned, as Chief Executive Officer of GreenShift Corporation,
hereby acknowledges that:
- GreenShift is responsible for the adequacy and accuracy of the
disclosure in the filing;
- Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
- GreenShift may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Yours,
/s/ Kevin Kreisler
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Kevin Kreisler, Chief Executive Officer