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.: 001-16207
Date of Report: February 29, 2008
GS AGRIFUELS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 98-0226479
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, New York 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))
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 29, 2008, a wholly-owned subsidiary of GreenShift Corporation
(the "Subsidiary") that owned 90% of the outstanding shares of GS AgriFuels,
filed with the Delaware Secretary of State a Certificate of Ownership and Merger
merging Subsidiary into GS AgriFuels Corporation. The effect of the merger is
the following:
- The shares of GS AgriFuels ceased to be outstanding at the close of
business on February 29, 2008.
- On March 27, 2008 GS AgriFuels will pay $.50 per share to the record
holders of common stock as of February 29, 2008 other than Subsidiary.
- GS AgriFuels Corporation has become a 100%-owned subsidiary of GreenShift
Corporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
3-a. Certificate of Ownership and Merger merging Subsidiary into GS AgriFuels
Corporation.
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.
Dated: March 3, 2008 GS AGRIFUELS CORPORATION
By: /s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer