SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COGAN MARSHALL S

(Last)

(First)

(Middle)

1613 EAST 15TH STREET

(Street)

TULSA

74120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREYSTONE LOGISTICS, INC. [ GLGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2004		P		1,428,571	A	$0.35	1,428,571	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$0.5	08/01/2004		A		1,250,000		⁽¹⁾	09/30/2013	Common Stock	1,250,000	$0	1,250,000	D
Warrants (right to buy)	⁽²⁾	11/30/2004		P		192,273		11/30/2004	11/30/2009⁽³⁾	Common Stock	192,273	⁽⁴⁾	192,273	D
Series 2003 Cumulative Convertible Senior Preferred Stock	$1.5	03/04/2005		P		50,000		03/04/2005	⁽⁵⁾	Common Stock	3,333,333	$100	50,000⁽⁶⁾	I	By GLOG Investment LLC
Warrants (right to buy)	$0.5	03/08/2005		J⁽⁷⁾		500,000		03/08/2005	03/08/2010	Common Stock	500,000	⁽⁷⁾	500,000	D

Explanation of Responses:

1. The warrants vest and become immediately exercisable in four annual installments as follows: 25% on August 1, 2004, and 25% per year on September 30, 2005, 2006 and 2007.

2. The exercise prices of the warrants are as follows: 75,472 warrants at $0.6625; 62,893 warrants at $0.7950; and 53,908 warrants at $0.9275.

3. The warrants expire on the earlier to occur of (i) November 30, 2009, or (ii) 180 days after any consecutive 30-day period during which the closing bid price of the Issuer's shares exceeds the exercise price for any of the warrants.

4. The warrants were acquired through a private offering by the Issuer of up to 9,428,571 shares of its common stock together with warrants to purchase up to 1,269,002 shares of common stock at a purchase price of $0.35 per share. No separate consideration was allocated to the warrants.

5. Not applicable.

6. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

7. Warrants received in consideration of the Reporting Person's Limited Guaranty of a $2,500,000 Term Loan to the Issuer.

	Marshall S. Cogan	08/10/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.