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.: 0-28887



                          Date of Report: May 22, 2007





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


Delaware                                                             22-3328734
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 (State of other jurisdiction of                                (IRS Employer
incorporation or organization                                Identification No.)

One Penn Plaza, Suite 1612, New York, NY                                 10119
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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 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN
              OFFICERS

On May 18, 2007 James Grainer  resigned from his position as GreenShift's  Chief
Financial  Officer,  effective on May 22,  2007.  Mr.  Grainer will  continue to
provide  services to GreenShift on a consulting  basis in order to facilitate an
orderly transition.

The Board of Directors thereupon  appointed  Jacqueline Flynn to serve as Acting
Chief Financial Officer. Information about Ms. Flynn follows.


     Jacqueline  Flynn has twenty years  experience in financial  accounting for
     both public and private  companies.  Ms. Flynn has been employed since 2006
     as Controller of GS Ethanol, a subsidiary of GreenShift  Corporation.  From
     2002 to 2005, Ms. Flynn was employed as Chief  Financial  Officer by Accent
     Mortgage  Company of Alpharetta,  Georgia.  During the three years prior to
     2002 Ms. Flynn was employed by Lahaina Acquisitions, Inc., a public company
     that owned Accent Mortgage Company during that period.  She was employed by
     Lahaina  Acquisitions  first as  Controller  and  then as  Chief  Financial
     Officer. Ms. Flynn was awarded an M.B.A. in 1994 by Brenau University.  She
     is 41 years old.




                                   SIGNATURES


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.



GREENSHIFT CORPORATION



                   /S/      Kevin Kreisler
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                            Kevin Kreisler
                            Chief Executive Officer
Date:                       May 25, 2007