8-K Report of unscheduled material events or corporate changes. 2 07/02/09
" 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: June 30, 2009
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 2.01 COMPLETION OF DISPOSITION OF ASSETS
Effective June 30, 2009, pursuant to a Stock Purchase Agreement dated as of that
date, GS AgriFuels Corporation, GreenShift's wholly-owned subsidiary, sold the
capital stock of Sustainable Systems, Inc. ("Sustainable") to Carbonics Capital
Corporation in return for the assumption of $4,000,000 of GS AgriFuels' debt due
to YA Global Investments, L.P. ("YA Global"). To record the assumption of
liability, Carbonics Capital Corporation issued to YA Global a secured
convertible debenture dated as of June 30, 2009 in the principal amount of
$4,000,000. The debenture has an annual interest rate of 12% and it matures on
December 31, 2010. The debenture is secured by a first priority security
position on the assets of Carbonics Capital Corporation. The debenture is
guaranteed by GS AgriFuels and GreenShift Corporation, and by the majority
shareholder of both GreenShift and Carbonics Capital, which is Viridis Capital,
LLC.
Item 9.01 Financial Statements and Exhibits
Financial Statements
Pro forma financial statements - to be filed by amendment.
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: July 2, 2009 GREENSHIFT CORPORATION
By: /s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer
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