As filed with the  Securities  and  Exchange  Commission  on  November  21, 2007
Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GREENSHIFT CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

   Delaware                                                        22-3328734
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                        2007 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                             GreenShift Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                 <C>                     <C>
     Common Stock,       7,500,000 shares          $0.038              $285,000                $8.75
     $.001 par value
--------------------------------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from  multiplying  7,500,000
     shares by $0.038,  the closing  price for the Common Stock  reported on the
     OTC Bulletin Board as of November 20, 2007.
</FN>
</TABLE>

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.


     GreenShift   Corporation  is   incorporating  by  reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GreenShift's  Annual Report on Form 10-KSB/A (Amendment No. 1) for the
          year ended December 31, 2006;

     (b)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          June 30, 2007;

     (d)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          September 30, 2007;

     (e)  GreenShift's  Current  Report  on Form 8-K dated  October  3, 2007 and
          filed on October 5, 2007;

     (f)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 12, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 13, 2007;

     (h)  the  description  of  GreenShift's   Common  Stock  contained  in  its
          Registration Statement on Form 10-SB (No. 000-28887).

     GreenShift is also incorporating by reference all documents hereafter filed
by GreenShift  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to GreenShift, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of GreenShift Corporation.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,

<PAGE>

fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Our  certificate  of  incorporation  also  provides  that  GreenShift  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2007 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.  Undertakings.

     GreenShift Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
GreenShift pursuant to the provisions of the Delaware General Corporation Law or
otherwise, GreenShift has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liabilities  (other than the payment by GreenShift
of expenses  incurred or paid by a director,  officer or  controlling  person of
GreenShift  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  GreenShift  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>


REOFFER PROSPECTUS

                             GREENSHIFT CORPORATION

                        7,500,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control persons of GreenShift  Corporation.  They acquired the shares
from  GreenShift,  either as the  recipients of grants of stock or by exercising
stock options issued to them by GreenShift.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
GreenShift  common stock to determine the prices for each sale. They expect each
sale price to be near to the market price at the time of the sale.

     GreenShift  common  stock is listed for trading on the OTC  Bulletin  Board
under the trading symbol "GSHF.OB."

     Purchase of GreenShift  common stock involves  substantial risk. Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                             GreenShift Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374


                The date of this prospectus is November 21, 2007


<PAGE>

                                TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-5-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-7-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

                       I. Risks Attendant to our Business

We have lost money historically, which means that we may not be able to maintain
profitability.

We have historically lost money and future losses may occur. Accordingly, we may
experience  liquidity  and cash flow  problems if we are not able to improve our
operating  performance or raise  additional  capital as needed and on acceptable
terms.

Most of our subsidiaries  are  implementing  new business plans,  which make the
results of their business uncertain.

Some of our  subsidiaries,  such as GS  AgriFuels  or General  Ultrasonics,  are
development stage enterprises that are only now implementing the first stages of
their business plans. Others among our subsidiaries,  such as GS CleanTech or GS
Energy, have been in business for several years, but have recently substantially
revised  their  business  plans.  Most of our  subsidiaries  will be  engaged in
businesses  in the  coming  year that are  substantially  different  from  their
business  operations  in  prior  years.  This  revolution  in the  focus  of our
operations   means  that  the  success  of  our  several   enterprises  will  be
speculative. Our subsidiaries will face the uncertainty that accompanies any new
business venture.  If we have not planned adequately for  contingencies,  one or
more of our  subsidiaries  could fail, which would have a negative effect on our
overall financial results.

We have limited experience running our businesses which may hamper our ability
to make effective management decisions.

A  significant  portion of our  operations  have been acquired or started in the
last 24 months.  Therefore,  our experience in operating the current business is
limited.  Further,  we intend to pursue  additional  acquisitions to further the
development  of our clean  technology,  agrifuels,  and  environmental  services
businesses.  Most of our senior  executives are recently hired and consequently,
internal  communication and business-decision  making processes are evolving. We
may react too  slowly or  incorrectly  to trends  that may emerge and affect our
business.  Our future success depends on the ability of the senior executives to
establish an effective organizational structure and to make effective management
decisions despite their limited experience.
<PAGE>

Some of our businesses  are based on unproven  revenue  generation  models which
means that we may not achieve anticipated revenues.

Our  revenue  models,   especially  for  our  clean   technology  and  agrifuels
businesses, are new and evolving. Our ability to generate revenue depends, among
other things,  on our ability to provide quality products,  effectively  install
equipment,  and secure  suppliers and customers.  Because some of our businesses
are  either  newly  formed or  acquired,  based on  emerging  opportunities  and
technologies,  we have limited experience with our revenue models.  There can be
no  assurance  that the  projects  will be  successfully  completed  or that the
completed projects will provide the anticipated revenues. Accordingly, there can
be no assurance  that our business  revenue models will be successful or that we
can sustain revenue growth or maintain profitability.

The market  for  alternative  energy  sources  is  undetermined,  and may not be
adequate for sustain prices at a profitable level.

Most of our  subsidiaries  are  involved in the  development  or  production  of
alternative  energy,  or are  providing  services to  companies  involved in the
production  of  alternative  energy.  Their  success will depend on the level of
market  acceptance of alternative  energy sources.  The marketing of alternative
energy  sources on a national  scale is a  phenomenon  new to this  decade.  The
portion of U.S. energy  represented by alternative energy sources is still quite
small.  It is not  possible to predict with  assurance  how large the market for
alternative  energy sources will become. If it has not developed to a sufficient
breadth when our  subsidiaries  are ready to market their products and services,
the price at which  alternative  energy can be sold will be  limited,  which may
make it impossible for one or more of our subsidiaries to operate profitably.

The fiscal  efficiencies  of highly  capitalized  competitors in the alternative
energy  field could defeat the efforts of our  subsidiaries  to capture a viable
market share.

The  business of producing  alternative  energy is a  capital-intense  business,
requiring substantial capital resources. Relative to many of the participants in
this  industry,  our  capital  resources  are  miniscule.  The  costs  that  our
subsidiaries  incur in obtaining  capital are  substantially  greater per Dollar
than  the  cost  incurred  by  large  scale  enterprises  in  the  industry.  If
competition  reduces the prices  available for alternative  energy sources,  our
dependence on expensive  capital sources may prevent us from lowering our prices
to  meet  the  competition.  This  situation  could  cause  one or  more  of our
subsidiaries to be unable to compete effectively.

The business plans of most of our  subsidiaries  will fail if they are unable to
obtain substantial additional capital on acceptable terms.

Most of our  subsidiaries  have  developed  business  plans  that  will  require
significant  amounts of capital  for  development  of  research  and  production
facilities  and/or  marketing.  The  availability  of that capital on acceptable
terms  will  depend  on many  factors,  such  the flux of the  U.S.  and  global
economies,  global energy prices,  the success of investors in other alternative
energy ventures, and the success of our other enterprises.  If GreenShift and/or
our subsidiaries are not able to obtain the capital necessary to implement their
business  plans,  or cannot obtain capital on terms that make the business plans
viable, the under-funded subsidiaries will fail.
<PAGE>

We may be unable to employ  and  retain  the  qualified  personnel  that will be
necessary for our success.

The alternative  fuels industry is growing rapidly.  As a result,  the number of
individuals  with  experience in the industry is  considerably  smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol.  As a result, our labor costs may be
greater than they would be in a less dynamic industry.  On the other hand, if we
are unable to employ the qualified  individuals  that we will need, our business
may fail.

                II. Risks Attendant to our Corporation Structure

We will be unable to service our debts if our  subsidiaries  default in settling
their obligations to us.

We have incurred  substantial  debt  obligations  and will continue to do so, in
order to fund the operations of our subsidiaries.  Since we carry on no business
at the level of our parent  corporation,  our  ability to service  our own debts
will  depend  on the  cash  flow  from our  subsidiaries.  If one or more of our
subsidiaries becomes unable to pay its debts to GreenShift,  we may be forced to
default  on our  own  debt  obligations.  Such a  default  could  result  in the
liquidation  of a portion of our assets,  most likely at less than their  market
value.

We will be contingently liable for the debts of some of our subsidiaries.

We recently  guaranteed  $19  million in debt  incurred  by our  subsidiary,  GS
AgriFuels Corporation.  In order for our subsidiaries to obtain the capital that
will be  required  for their  growth,  it is likely  that in the  future we will
provide guarantees of other debts incurred by our subsidiaries. These guarantees
will subject our assets to the risk of the failure of a subsidiary whose debt we
have guaranteed.  If, for example, we were forced to satisfy our guarantee of GS
AgriFuels  debt,  to do so we  would  have  to  liquidate  our  holdings  in our
successful  subsidiaries.  Such  a  result  could  eliminate  the  value  of our
shareholders' investments.

Our business  development could be hindered if we lost the services of our Chief
Executive Officer.

Kevin  Kreisler is the Chief  Executive  Officer of GreenShift  and serves in an
executive  capacity  with each of our  primary  subsidiaries.  Mr.  Kreisler  is
responsible  for  strategizing  not only our business plan but also the means of
financing  it. If Mr.  Kreisler were to leave us or become unable to fulfill his
responsibilities,  our business  would be  imperiled.  At the very least,  there
would be a substantial  delay in the  development  of our plans until a suitable
replacement for Mr. Kreisler could be retained.

Viridis  Capital LLC has the ability to  determine  all  matters  submitted  for
stockholder approval, and its interests may differ from other stockholders.

Viridis Capital,  LLC is owned by Kevin Kreisler,  our chief executive  officer.
Viridis Capital owns capital stock in GreenShift that gives it the power to cast
80% of the votes at any meeting of our  shareholders.  Accordingly,  Viridis can
determine the outcome of any corporate  transaction or other matter submitted to
our stockholders for approval, including mergers,  acquisitions,  consolidations
and the sale of all or  substantially  all of our assets.  Viridis  also has the
power to prevent or cause a change in  control.  The  interests  of Viridis  may
differ from the interests of the other stockholders, which could prevent actions
from being taken that might be in the best interests of GreenShift.
<PAGE>
          III. Risks Factors Attendant to Ownership of our Common Stock

The resale of shares  acquired  by YA Global  Investments  from  GreenShift  may
reduce the market price of GreenShift' shares.

YA Global  Investments owns convertible  debentures issued by GreenShift,  which
will permit it to acquire  GreenShift  common stock and resell it to the public.
At the current market price, YA Global  Investments could convert its debentures
into over 50% of our  outstanding  common  stock.  It is possible that resale of
shares by YA Global Investments will  significantly  reduce the market price for
GreenShift common stock.

Existing  shareholders may experience  significant dilution from our issuance of
shares to Global Capital Partners.

The issuance of shares on conversion of the  convertible  debentures  held by YA
Global Investments will have a dilutive impact on our stockholders. As a result,
our net income per share could decrease in future periods,  and the market price
of our common stock could  decline.  In addition,  the lower our stock price is,
the more  shares of common  stock we will  have to issue if the  debentures  are
converted on the basis of the  contemporaneous  market price. If our stock price
is lower, then our existing stockholders would experience greater dilution.

We will be quoted on the OTC Bulletin Board for the immediate future.

We currently do not meet the eligibility  requirements for listing on the NASDAQ
Stock  Market.  Until we meet those  standards  and are accepted into the NASDAQ
Stock Market,  or unless we are successful in securing a listing on the American
Stock Exchange or some other  exchange,  our common stock will be quoted only on
the OTC Bulletin  Board.  Such a listing is considered less  prestigious  than a
NASDAQ Stock Market or an exchange  listing,  and many brokerage  firms will not
recommend  Bulletin Board stocks to their clients.  This situation may limit the
liquidity of your shares.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially.  The price of
the common  stock may be higher or lower than the price you pay for your shares,
depending on many  factors,  some of which are beyond our control and may not be
directly related to our operating  performance.  These factors include,  but are
not limited to, the following:

     o    price and volume fluctuations in the overall stock market from time to
          time;

     o    significant  volatility  in the  market  price and  trading  volume of
          securities traded on the OTC Bulletin Board companies;

     o    actual or anticipated  changes in our earnings or  fluctuations in our
          operating results.

As a result of these  factors,  you cannot be assured that when you are ready to
sell your  shares,  the market price will  accurately  reflect the value of your
shares or that you will be able to obtain a reasonable price for your shares.
<PAGE>

                              SELLING SHAREHOLDERS

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
<TABLE>
<CAPTION>
                                                                                                     Percentage of
                                               Shares Owned          Number of       Shares Owned       Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
<S>                            <C>                 <C>                <C>                <C>               <C>
         --                    --                  --                 --                 --                --
</TABLE>


                           OTHER AVAILABLE INFORMATION

              GreenShift Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)  GreenShift's  Annual Report on Form 10-KSB/A (Amendment No. 1) for the
          year ended December 31, 2006;

     (b)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          June 30, 2007;

     (d)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          September 30, 2007;

     (e)  GreenShift's  Current  Report  on Form 8-K dated  October  3, 2007 and
          filed on October 5, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 12, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 13, 2007;

     (h)  the  description  of  GreenShift's   Common  Stock  contained  in  its
          Registration Statement on Form 10-SB (No. 000-28887).

     GreenShift is also incorporating by reference all documents hereafter filed
by GreenShift  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request, GreenShift will provide to each person, including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request  should  be made to Kevin  Kreisler,  GreenShift  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.
<PAGE>

     GreenShift  files  with the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

<PAGE>

     Our  certificate  of  incorporation  also  provides  that  GreenShift  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  GreenShift
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 21st day of
November, 2007.

                                     GREENSHIFT CORPORATION

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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on November 21, 2007.

By: /s/ Kevin Kreisler
---------------------------------
        Kevin Kreisler, Director,
        Chief Executive Officer

By: /s/ Jacqueline Flynn
---------------------------------
        Jacqueline Flynn
        Chief Financial and Accounting Officer


By: /s/ Kurt Gordon
---------------------------------
        Kurt Gordon, Director


By: /s/ David Winsness
---------------------------------
        David Winsness, Director
[{"type": "S-8", "sequence": "1", "filename": "gshfs8112107.txt", "description": "GREENSHIFT CORPORATION - STOCK OPTION PLAN", "secsgml_size_bytes": 33243}]
{"company-data": {"conformed-name": "GREENSHIFT CORP", "cik": "0001102414", "assigned-sic": "6799", "irs-number": "223328734", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-147588", "film-number": "071263887"}, "business-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119", "phone": "(212) 994-5374"}, "mail-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119"}, "former-company": [{"former-conformed-name": "GREENWORKS CORP", "date-changed": "20041228"}, {"former-conformed-name": "TELCO TECHNOLOGY INC", "date-changed": "20000104"}]}
As filed with the  Securities  and  Exchange  Commission  on  November  21, 2007
Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GREENSHIFT CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

   Delaware                                                        22-3328734
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        2007 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 Kevin Kreisler
                             GreenShift Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,       7,500,000 shares          $0.038              $285,000                $8.75
     $.001 par value
--------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from  multiplying  7,500,000
     shares by $0.038,  the closing  price for the Common Stock  reported on the
     OTC Bulletin Board as of November 20, 2007.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     GreenShift   Corporation  is   incorporating  by  reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GreenShift's  Annual Report on Form 10-KSB/A (Amendment No. 1) for the
          year ended December 31, 2006;

     (b)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          June 30, 2007;

     (d)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          September 30, 2007;

     (e)  GreenShift's  Current  Report  on Form 8-K dated  October  3, 2007 and
          filed on October 5, 2007;

     (f)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 12, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 13, 2007;

     (h)  the  description  of  GreenShift's   Common  Stock  contained  in  its
          Registration Statement on Form 10-SB (No. 000-28887).

     GreenShift is also incorporating by reference all documents hereafter filed
by GreenShift  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to GreenShift, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of GreenShift Corporation.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Our  certificate  of  incorporation  also  provides  that  GreenShift  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2007 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.

Item 9.  Undertakings.

     GreenShift Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
GreenShift pursuant to the provisions of the Delaware General Corporation Law or
otherwise, GreenShift has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liabilities  (other than the payment by GreenShift
of expenses  incurred or paid by a director,  officer or  controlling  person of
GreenShift  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  GreenShift  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REOFFER PROSPECTUS

                             GREENSHIFT CORPORATION

                        7,500,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control persons of GreenShift  Corporation.  They acquired the shares
from  GreenShift,  either as the  recipients of grants of stock or by exercising
stock options issued to them by GreenShift.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
GreenShift  common stock to determine the prices for each sale. They expect each
sale price to be near to the market price at the time of the sale.

     GreenShift  common  stock is listed for trading on the OTC  Bulletin  Board
under the trading symbol "GSHF.OB."

     Purchase of GreenShift  common stock involves  substantial risk. Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                             GreenShift Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374

                The date of this prospectus is November 21, 2007
TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-5-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-7-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

                       I. Risks Attendant to our Business

We have lost money historically, which means that we may not be able to maintain
profitability.

We have historically lost money and future losses may occur. Accordingly, we may
experience  liquidity  and cash flow  problems if we are not able to improve our
operating  performance or raise  additional  capital as needed and on acceptable
terms.

Most of our subsidiaries  are  implementing  new business plans,  which make the
results of their business uncertain.

Some of our  subsidiaries,  such as GS  AgriFuels  or General  Ultrasonics,  are
development stage enterprises that are only now implementing the first stages of
their business plans. Others among our subsidiaries,  such as GS CleanTech or GS
Energy, have been in business for several years, but have recently substantially
revised  their  business  plans.  Most of our  subsidiaries  will be  engaged in
businesses  in the  coming  year that are  substantially  different  from  their
business  operations  in  prior  years.  This  revolution  in the  focus  of our
operations   means  that  the  success  of  our  several   enterprises  will  be
speculative. Our subsidiaries will face the uncertainty that accompanies any new
business venture.  If we have not planned adequately for  contingencies,  one or
more of our  subsidiaries  could fail, which would have a negative effect on our
overall financial results.

We have limited experience running our businesses which may hamper our ability
to make effective management decisions.

A  significant  portion of our  operations  have been acquired or started in the
last 24 months.  Therefore,  our experience in operating the current business is
limited.  Further,  we intend to pursue  additional  acquisitions to further the
development  of our clean  technology,  agrifuels,  and  environmental  services
businesses.  Most of our senior  executives are recently hired and consequently,
internal  communication and business-decision  making processes are evolving. We
may react too  slowly or  incorrectly  to trends  that may emerge and affect our
business.  Our future success depends on the ability of the senior executives to
establish an effective organizational structure and to make effective management
decisions despite their limited experience.
Some of our businesses  are based on unproven  revenue  generation  models which
means that we may not achieve anticipated revenues.

Our  revenue  models,   especially  for  our  clean   technology  and  agrifuels
businesses, are new and evolving. Our ability to generate revenue depends, among
other things,  on our ability to provide quality products,  effectively  install
equipment,  and secure  suppliers and customers.  Because some of our businesses
are  either  newly  formed or  acquired,  based on  emerging  opportunities  and
technologies,  we have limited experience with our revenue models.  There can be
no  assurance  that the  projects  will be  successfully  completed  or that the
completed projects will provide the anticipated revenues. Accordingly, there can
be no assurance  that our business  revenue models will be successful or that we
can sustain revenue growth or maintain profitability.

The market  for  alternative  energy  sources  is  undetermined,  and may not be
adequate for sustain prices at a profitable level.

Most of our  subsidiaries  are  involved in the  development  or  production  of
alternative  energy,  or are  providing  services to  companies  involved in the
production  of  alternative  energy.  Their  success will depend on the level of
market  acceptance of alternative  energy sources.  The marketing of alternative
energy  sources on a national  scale is a  phenomenon  new to this  decade.  The
portion of U.S. energy  represented by alternative energy sources is still quite
small.  It is not  possible to predict with  assurance  how large the market for
alternative  energy sources will become. If it has not developed to a sufficient
breadth when our  subsidiaries  are ready to market their products and services,
the price at which  alternative  energy can be sold will be  limited,  which may
make it impossible for one or more of our subsidiaries to operate profitably.

The fiscal  efficiencies  of highly  capitalized  competitors in the alternative
energy  field could defeat the efforts of our  subsidiaries  to capture a viable
market share.

The  business of producing  alternative  energy is a  capital-intense  business,
requiring substantial capital resources. Relative to many of the participants in
this  industry,  our  capital  resources  are  miniscule.  The  costs  that  our
subsidiaries  incur in obtaining  capital are  substantially  greater per Dollar
than  the  cost  incurred  by  large  scale  enterprises  in  the  industry.  If
competition  reduces the prices  available for alternative  energy sources,  our
dependence on expensive  capital sources may prevent us from lowering our prices
to  meet  the  competition.  This  situation  could  cause  one or  more  of our
subsidiaries to be unable to compete effectively.

The business plans of most of our  subsidiaries  will fail if they are unable to
obtain substantial additional capital on acceptable terms.

Most of our  subsidiaries  have  developed  business  plans  that  will  require
significant  amounts of capital  for  development  of  research  and  production
facilities  and/or  marketing.  The  availability  of that capital on acceptable
terms  will  depend  on many  factors,  such  the flux of the  U.S.  and  global
economies,  global energy prices,  the success of investors in other alternative
energy ventures, and the success of our other enterprises.  If GreenShift and/or
our subsidiaries are not able to obtain the capital necessary to implement their
business  plans,  or cannot obtain capital on terms that make the business plans
viable, the under-funded subsidiaries will fail.
We may be unable to employ  and  retain  the  qualified  personnel  that will be
necessary for our success.

The alternative  fuels industry is growing rapidly.  As a result,  the number of
individuals  with  experience in the industry is  considerably  smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol.  As a result, our labor costs may be
greater than they would be in a less dynamic industry.  On the other hand, if we
are unable to employ the qualified  individuals  that we will need, our business
may fail.

                II. Risks Attendant to our Corporation Structure

We will be unable to service our debts if our  subsidiaries  default in settling
their obligations to us.

We have incurred  substantial  debt  obligations  and will continue to do so, in
order to fund the operations of our subsidiaries.  Since we carry on no business
at the level of our parent  corporation,  our  ability to service  our own debts
will  depend  on the  cash  flow  from our  subsidiaries.  If one or more of our
subsidiaries becomes unable to pay its debts to GreenShift,  we may be forced to
default  on our  own  debt  obligations.  Such a  default  could  result  in the
liquidation  of a portion of our assets,  most likely at less than their  market
value.

We will be contingently liable for the debts of some of our subsidiaries.

We recently  guaranteed  $19  million in debt  incurred  by our  subsidiary,  GS
AgriFuels Corporation.  In order for our subsidiaries to obtain the capital that
will be  required  for their  growth,  it is likely  that in the  future we will
provide guarantees of other debts incurred by our subsidiaries. These guarantees
will subject our assets to the risk of the failure of a subsidiary whose debt we
have guaranteed.  If, for example, we were forced to satisfy our guarantee of GS
AgriFuels  debt,  to do so we  would  have  to  liquidate  our  holdings  in our
successful  subsidiaries.  Such  a  result  could  eliminate  the  value  of our
shareholders' investments.

Our business  development could be hindered if we lost the services of our Chief
Executive Officer.

Kevin  Kreisler is the Chief  Executive  Officer of GreenShift  and serves in an
executive  capacity  with each of our  primary  subsidiaries.  Mr.  Kreisler  is
responsible  for  strategizing  not only our business plan but also the means of
financing  it. If Mr.  Kreisler were to leave us or become unable to fulfill his
responsibilities,  our business  would be  imperiled.  At the very least,  there
would be a substantial  delay in the  development  of our plans until a suitable
replacement for Mr. Kreisler could be retained.

Viridis  Capital LLC has the ability to  determine  all  matters  submitted  for
stockholder approval, and its interests may differ from other stockholders.

Viridis Capital,  LLC is owned by Kevin Kreisler,  our chief executive  officer.
Viridis Capital owns capital stock in GreenShift that gives it the power to cast
80% of the votes at any meeting of our  shareholders.  Accordingly,  Viridis can
determine the outcome of any corporate  transaction or other matter submitted to
our stockholders for approval, including mergers,  acquisitions,  consolidations
and the sale of all or  substantially  all of our assets.  Viridis  also has the
power to prevent or cause a change in  control.  The  interests  of Viridis  may
differ from the interests of the other stockholders, which could prevent actions
from being taken that might be in the best interests of GreenShift.
III. Risks Factors Attendant to Ownership of our Common Stock

The resale of shares  acquired  by YA Global  Investments  from  GreenShift  may
reduce the market price of GreenShift' shares.

YA Global  Investments owns convertible  debentures issued by GreenShift,  which
will permit it to acquire  GreenShift  common stock and resell it to the public.
At the current market price, YA Global  Investments could convert its debentures
into over 50% of our  outstanding  common  stock.  It is possible that resale of
shares by YA Global Investments will  significantly  reduce the market price for
GreenShift common stock.

Existing  shareholders may experience  significant dilution from our issuance of
shares to Global Capital Partners.

The issuance of shares on conversion of the  convertible  debentures  held by YA
Global Investments will have a dilutive impact on our stockholders. As a result,
our net income per share could decrease in future periods,  and the market price
of our common stock could  decline.  In addition,  the lower our stock price is,
the more  shares of common  stock we will  have to issue if the  debentures  are
converted on the basis of the  contemporaneous  market price. If our stock price
is lower, then our existing stockholders would experience greater dilution.

We will be quoted on the OTC Bulletin Board for the immediate future.

We currently do not meet the eligibility  requirements for listing on the NASDAQ
Stock  Market.  Until we meet those  standards  and are accepted into the NASDAQ
Stock Market,  or unless we are successful in securing a listing on the American
Stock Exchange or some other  exchange,  our common stock will be quoted only on
the OTC Bulletin  Board.  Such a listing is considered less  prestigious  than a
NASDAQ Stock Market or an exchange  listing,  and many brokerage  firms will not
recommend  Bulletin Board stocks to their clients.  This situation may limit the
liquidity of your shares.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially.  The price of
the common  stock may be higher or lower than the price you pay for your shares,
depending on many  factors,  some of which are beyond our control and may not be
directly related to our operating  performance.  These factors include,  but are
not limited to, the following:

     o    price and volume fluctuations in the overall stock market from time to
          time;

     o    significant  volatility  in the  market  price and  trading  volume of
          securities traded on the OTC Bulletin Board companies;

     o    actual or anticipated  changes in our earnings or  fluctuations in our
          operating results.

As a result of these  factors,  you cannot be assured that when you are ready to
sell your  shares,  the market price will  accurately  reflect the value of your
shares or that you will be able to obtain a reasonable price for your shares.
SELLING SHAREHOLDERS

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
Percentage of
                                               Shares Owned          Number of       Shares Owned       Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
--                    --                  --                 --                 --                --
OTHER AVAILABLE INFORMATION

              GreenShift Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)  GreenShift's  Annual Report on Form 10-KSB/A (Amendment No. 1) for the
          year ended December 31, 2006;

     (b)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          June 30, 2007;

     (d)  GreenShift's  Quarterly  Report on Form 10-QSB for the  quarter  ended
          September 30, 2007;

     (e)  GreenShift's  Current  Report  on Form 8-K dated  October  3, 2007 and
          filed on October 5, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 12, 2007;

     (g)  GreenShift's  Current  Report on Form 8-K dated  November  9, 2007 and
          filed on November 13, 2007;

     (h)  the  description  of  GreenShift's   Common  Stock  contained  in  its
          Registration Statement on Form 10-SB (No. 000-28887).

     GreenShift is also incorporating by reference all documents hereafter filed
by GreenShift  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request, GreenShift will provide to each person, including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request  should  be made to Kevin  Kreisler,  GreenShift  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.
GreenShift  files  with the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.
Our  certificate  of  incorporation  also  provides  that  GreenShift  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  GreenShift
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 21st day of
November, 2007.

                                     GREENSHIFT CORPORATION

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on November 21, 2007.

By: /s/ Kevin Kreisler
---------------------------------
        Kevin Kreisler, Director,
        Chief Executive Officer

By: /s/ Jacqueline Flynn
---------------------------------
        Jacqueline Flynn
        Chief Financial and Accounting Officer

By: /s/ Kurt Gordon
---------------------------------
        Kurt Gordon, Director

By: /s/ David Winsness
---------------------------------
        David Winsness, Director