Def 14-C

The purpose of this Information Statement is to notify you that the holders of shares representing a majority of the voting power of GreenShift Corporation have given their written consent to a resolution adopted by the Board of Directors of GreenShift to amend the certificate of incorporation of GreenShift so as to increase the number of shares of authorized common stock from 10,000,000,000 shares to 20,000,000,000 shares. We anticipate that this Information Statement will be mailed on March 9, 2010 to shareholders of record. On or after March 29, 2010, the amendment to the Certificate of Incorporation will be filed with the Delaware Secretary of State and become effective.

The Board of Directors approved the amendment in order to comply with GreenShift’s agreements with its senior creditor, YA Global Investments, L.P. (“YA Global”). The convertible debt instruments held by YA Global require that GreenShift maintain a sufficient number of shares of authorized common stock to enable conversion of the convertible debt issued by GreenShift to YA Global.


The Board of Directors anticipates that in the near future GreenShift will have no shares available for issuance upon conversion and will therefore be in default of those debt instruments. Although GreenShift’s ambition is to satisfy its debt to YA Global in cash deriving from one or more potential future financing transactions, it is necessary that this default be cured in the meantime.

SkunK