Tuesday, November 23, 2010

10-Q/A

AMENDMENT NO. 1

This Amendment No.1 on Form 10-Q/A, which amends and restates items identified below with respect to the Form 10-Q, filed by GreenShift Corporation ("we" or "the Company") with the Securities and Exchange Commission (the "SEC") on November 22, 2010 (the "Original Filing"), is being filed in order to correct a typographical error on the cover of the Original Filing with respect to the number of shares outstanding.

As of September 30, 2010, the Company had 2,402,232,719 shares of common stock issued and outstanding. As of November 23, 2010, and as further disclosed in Note 16, Subsequent Events, in the Original Filing, the Company issued an additional 843,612,286 shares of common stock upon the conversion of debt, as well as an additional 10,000,000,000 shares of restricted common stock to Viridis Capital, LLC on November 19, 2010 upon conversion certain shares of Series D Preferred Stock. Viridis is subject to a lock-up agreement pursuant to which Viridis is prohibited from pledging, hypothecating, selling or in any way transferring its common or preferred stock in the Company including the shares described above. Thus, the Company had 13,245,845,005 shares of common stock issued and outstanding as of November 23, 2010.

SEE HERE

SkunK

hy·poth·e·cate:
To pledge (property) as security or collateral for a debt without transfer of title or possession.

23 comments:

Slashnuts said...

The CEO just took a huge position in the common stock! He traded his prefered shares for common, which he's restricted from selling for at least 1 year!

This is what everybody has been asking him to do, including todu!

NOTE 16 SUBSEQUENT EVENTS


Between October 1, 2010 and November 23, 2010, the Company issued a total of 843,612,286 common shares upon conversion of debt, as well as 10,000,000,000 shares of restricted common stock issued to Viridis Capital, LLC (“Viridis”) on November 19, 2010 upon conversion of 9,931 shares of Series D Preferred Stock held by Viridis, the Company’s majority shareholder. Viridis is subject to a lock-up agreement executed in favor of YA Global pursuant to which Viridis is prohibited from pledging, hypothecating, selling or in any way transferring its common or preferred stock in the Company including the shares described above.

Slashnuts said...

Everthing is prepaid through the rest of 2010 and we'll be profitable after that. I'm seeing the light at the end of the tunnel.


All installments paid for 2010


In addition, installment payments are due to YA Global under the A&R Debenture at the rate of $800,000 per quarter during 2010 and $1,200,000 per quarter thereafter. The Company has made all installment payments due for 2010.



CAV debenture paid in full.

The CAV Debenture was paid in full during the nine months September 30, 2010.



The Company also prepaid royalty fees of $300,000 for future use of the Technology. The license fees were capitalized with $190,393 being amortized and included in the Company’s cost of sales for the nine months ended September 30, 2010.

Anonymous said...

13.3 Billion shares....so translated...the share price would now be reduced to say 1.25 divided by the five fold increase...so what maybe .25 if all goes well?

Anonymous said...

oh well, we loose...was to good to be true

Anonymous said...

i'm sure you are way ahead, but SkunK, why not ask the KK how many shares he possibly may relinquish once the company is profitable...can't hurt more than 13 trillion shares..right

otherwise, what end game for this over subscribed beast is possible...share reduction is about all that can improve price in a real way..otherwise we are talking years to get to 5 cents...right

Anonymous said...

oops so sorry..over a 7 fold dilution..not 6 as i mentioned..now we are at the total mercy of kk and his ethical compass...will he do the right thing and forsake and eliminate most of his 10B shares at an opportune moment in the not to distant future?...any ideas welcome...in other words, is this just some fancy wall street manuver that ends well for common share holders...or is it an other 7 fold dilution..and live with this abortion

Anonymous said...

why convert now? this is something MAJOR going on. In prep for a buyout?

KK still canot sell, but why convert? As preferred he was protected by dilution. As a common he is not protected from inflation of the shares. Why convert NOW?

Anonymous said...

Why does KK think it is better to be a common share holder NOW rather than a prefered shareholder? That is the question we need to ask! This may be good for common shareholders. BUYOUT? BUYIN? Something MAJOR is happening behind the scenes is my guess.

Slashnuts said...

My Best Guess Is, It's A Buyout From GPRE.

This is how he gets paid.

Giving up prefered shares means giving up control of the company.

I've never seen him take a position in the common shares before.
But he has canceled and forgiven debt in the past.


"Viridis is owned by our chairman, MIF is owned by a family member of our chairman, and Acutus is owned by our chairman's attorney and former professor. These investors collectively provided us with a total of $5,429,833 during the year ended December 31, 2009 and the nine months ended September 30, 2010. In total, Viridis (along with our chairman personally and an entity held in trust for the benefit of our chairman's wife (the "Kreisler Trust")), MIF, Acutus and current management have provided GreenShift and its affiliated companies and subsidiaries with more than $14,684,532 between January 1, 2005 and September 30, 2010. Viridis, the Kreisler Trust and our chairman collectively loaned $8,427,257 of this amount, about half of which was subsequently canceled, forgiven and contributed to shareholders' equity."

$$$$

Here's the $86.4 million GPRE just raised that could be used for the deal.
http://finance.yahoo.com/news/Green-Plains-Renewable- Energy-pz-2796380289.html?x=0&.v=1

GPRE said the it's for

"the net proceeds to acquire or invest in additional facilities, assets or technologies consistent with its growth strategy."

Green Plains is already GERS #1 customer. With technologies like feedstock conditioning, corn oil extraction, CO2 eating algae, cellulosic oil, syngas gasification(synthetic diesel, ethanol, electricity)...why wouldn't they buy them out?

At current royaltys and 4% extraction on 657,000,000 gallons per year of ethanol, Green Plains of Omaha, Nebraska, will owe Greenshift $400,000,000 over the next 18 years.

Plus, GPRE continues to expand. Any new plants is that many more COES royaltys.

And Greenshift just said...
"In addition, we are currently in discussions with a number of producers with respect to new settlement and license agreements"


Greenshift has 1,200,000,000 (1.2B) gallons of ethanol under license. Green Plains(GPRE) is 55% of that. I do own shares in GPRE as well, at an average price of $7.18. I'm still kicking myself for not buying GPRE for $1.25.

Good Luck To All!

Slashnuts said...

"The only conditions under which the Company would be required to redeem its convertible preferred stock for cash would be in the event of a liquidation of the Company or in the event of a cash-out merger of the Company."


Maybe the Y/A closing conditions are waiting on this?

Anonymous said...

i was an optomist...it is clear to me that KK has 10 BBBillion shares...he can afford a low exit price....one penny price times 10 billion...that will be it..like 130 million for the company and 100million to KK

Slashnutrs said...

"Cash-Out Merger Of The Company"

"The only conditions under which the Company would be required to redeem its convertible preferred stock for cash would be in the event of a liquidation of the Company or in the event of a cash-out merger of the Company."
Note 5 of the 10/Q.

Maybe the Y/A closing conditions/debt reduction are waiting on this?

"subject to satisfaction of certain closing conditions. The Company expects these closing conditions will be satisfied on or before December 31, 2010."



I mean maybe canceling some preferreds is part of the deal.

I believe Kevin is prohibited from selling the 10B common shares for a period of one year.


All of Greenshifts licensed customers will generate $480M at current prices, 4%, 18 years.

Method 2 is 6.5%, $785M

Method 3 is $1.2B over the next 18 years.

Anonymous said...

prior to todays surprise slaughter things looked remarkable...future earnings distributed over the 1.8 or even the 2.6 BILLION shares...what is good at all about todays Slaughter of KK having having 10Billion shares to grab the 75% share of earnings....splain it to me like i am a 4 year old...

Anonymous said...

Hi Anonymous. I guess I am confused by your statement. I realize that KK having 10B is not necessarily a good thing. However, my understanding of the situation is that he is not allowed to sell these shares for at least 1 year. Wouldn't you agree that if the company returns to profitability in less than one year, which it appears it might, then wouldn't you think that there is still an impending slaughter but that slaughter might be postponed. I would argue that it is possible that once probitability returns in the next couple of months that it could be desireable to sell your shares at that time? Do you disagree? If so , why?

Anonymous said...

so you will sell as the market cap gets fully valued to the 2 billion range....and who will bid the shares up...who will buy a company with this share structure...you are saying gers is a trade and not a real investment?..is that correct

Anonymous said...

Ananymous...Good point. I would agree with your last statement. If KK does own and is intending to dump his 10B shares at some point how in the world could the stock pps ever go up? I guess our fate will be sealed based on what he decides to do. I guess we will just have to wait and see. Happy Thanksgiving Everyone. I love all of your comments and good luck to us all!

Anonymous said...

test again

Anonymous said...

Ya..everyone have a great Thanksgiving..

My last report is rhetorical...Did no one with superior accounting and fundemental stock analysis skill eg the paper shuffle and Q reports ect...did no one say..Wow those preffered shares are the ultimate source of share structure dilution..Myself this is like a sheep to slaughter...it is a slaughter..gers will never trade to a market value of its great technology..never

Anonymous said...

Some crazy shady stuff is definiately going on. As of right now you can only sell GERS on Scottrade. You can't buy any more of GERS stock via Scottrade. Shady indeed!

Anonymous said...

KK converts so he can suck the dividend stream by diluting the rest of us. Preferred shares often have different dividend structures so by converting, he now gets those, if there ever is a dividend. And, in the event of a sale, he gets all shares in one category so new buyer buys only one class, not 2 and has to pay different prices for each. And KK can take capital losses on regular shares for tax avoidance.
KK is looking out for KK, not GERS investors. This train is about off the cliff and we'll get nothing.
If somehow KK can convince GPRE to buy them, KK stands to get a huge payout and is likely first in order of security. But I can't imagine GPRE paying full price for this loser. Still losing $8M on double the sales! GPRE didn't get to where they are being stupid!

Anonymous said...

1,826,864,030 to 13,245,845,005 shares, this is another massive dilution of our shareholder value by a factor of 7.25 !!

Next station is a share price of $ 0.0001 again, and than <<< surprise, surprise >>> another resplit, this time maybe 100:1

This is burning shareholder value for only one intention - to keep the cash machine (for KK) alive!

Even if the highlighted aims of GERS are reachable, what's the use anyhow! When your share is diluted to nearly nothing. By now KK is getting all the money, peanuts for the rest of us.

Of course you can reinvest more money after resplit, to stay in business, or to feed KK's cash cow for another time ;-) ...

S.

Anonymous said...

I wil repeat my rhetorical question...Did no one forsee the use of the preferred shares in this massive dilution of share value PRIOR to it occuring yesterday...


we all knew of those shares and people NOW,too late, report exactly on how those shares work...I was nieve i supose...this seems like one big wall street hussle...
Skunk any input or opinion at this point more than welcome..in your big buisness accounting experience are there any scenarios you envision to allow sharrholders some value out of this?...I would take a penny a share in a second at this point...translation, is the company worth 130 million to someone eg a penny a share

Anonymous said...

I have heard no shares on the buy side allowed on wed...first does anyone know if true....if so what does it mean when only sellers are allowed...
and yes i am very upset over this speculation...it appears to be a total loss...i would appreciate ideas and not thingy statements like..yup its a looser..ect...

i admit it is a little late to panic,but i am indeed feeling totally lost and dazed..

 
Free Blog CounterTamron