As filed with the Securities and Exchange Commission on April 27, 2007
                                                  Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            GS CLEANTECH CORPORATION
                            ------------------------
               (Exact name of Registrant as specified in Charter)

Delaware                                                            59-3764931
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           2007 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 David Winsness
                            GS CleanTech Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                <C>                     <C>
     Common Stock,       25,000,000 shares          $0.0146            $365,000                $11.21
     $.001 par value
---------------------------------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  25,000,000
     shares by $0.0146 the closing  price for the Common  Stock  reported on the
     OTC Bulletin Board as of April 19, 2007.
</FN>
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     GS  CleanTech  Corporation  is  incorporating  by reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GS  CleanTech's  Annual  Report  on Form  10-KSB  for the  year  ended
          December 31, 2006; and

     (b)  the  description  of GS  CleanTech's  Common  Stock  contained  in the
          Registration  Statement  on Form 10-SB filed on August 27, 1998 by KBF
          Pollution Management, Inc., the predecessor to GS CleanTech.

     GS CleanTech is also  incorporating  by reference all  documents  hereafter
filed by GS CleanTech  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

              Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to GS CleanTech,  has passed upon the validity
of the shares  registered  pursuant to this Registration  Statement.  Mr. Brantl
holds no interest in the securities of GS CleanTech Corporation.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2007 Equity Incentive Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.
<PAGE>

Item 9.  Undertakings.

     GS CleanTech Corporation hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof;

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering;

     (4)  That, for purposes of determining  any liability  under the Securities
          Act of 1933,  each  filing of the annual  report  pursuant  to Section
          13(a) or 15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and  controlling  persons of GS
CleanTech pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  GS CleanTech has been advised that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other  than the payment by GS
CleanTech  of expenses  incurred or paid by a director,  officer or  controlling
person  of GS  CleanTech  in the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being  registered,  GS CleanTech will,  unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>


REOFFER PROSPECTUS

                            GS CLEANTECH CORPORATION

                        25,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise control persons of GS CleanTech Corporation.  They acquired the shares
from GS CleanTech,  either as the recipients of grants of stock or by exercising
stock options issued to them by GS CleanTech.

     The selling  shareholders  intend to sell the shares into the public market
from time to time. The shareholders will negotiate with the market makers for GS
CleanTech  common stock to determine the prices for each sale.  They expect each
sale price to be near to the market price at the time of the sale.

     GS CleanTech  common stock is listed for trading on the OTC Bulletin  Board
under the trading symbol "GSCT.OB."

     Purchase of GS CleanTech common stock involves substantial risk. Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                            GS CleanTech Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374


                  The date of this prospectus is April 27, 2007




<PAGE>

                                TABLE OF CONTENTS

RISK FACTORS...............................................................-2-

SELLING SHAREHOLDERS.......................................................-6-

OTHER AVAILABLE INFORMATION................................................-6-

INDEMNIFICATION............................................................-7-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

Our external  auditors have issued a going concern opinion  raising  substantial
doubt as to the  Company's  ability to  continue  as a going  concern due to the
Company's history of losses, working capital deficiency and cash position, which
conditions could impair the value of the Company's stock.

     The Company  incurred a loss from continuing  operations of $10,227,896 for
the year ended  December  31,  2006.  As of  December  31,  2006 the Company had
$450,627  in cash,  and current  liabilities  exceeded  current  assets by $15.1
million  including $6.5 million in derivative  liabilities.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.

The conversion of our  convertible  debentures,  the exercise of our outstanding
warrants   and   options   and   the   Company's   various   anti-dilution   and
price-protection  agreements could cause the market price of our common stock to
fall, and may have dilutive and other effects on our existing stockholders.

     As of December 31, 2006,  the  conversion  of our  outstanding  convertible
debentures,  and the  exercise of our  outstanding  warrants  and options  could
result in the issuance of up to 320,944,000 shares of common stock, assuming all
outstanding warrants and options are currently  exercisable,  and taken with the
Company's various anti-dilution and price-protection  agreements, are subject to
adjustment pursuant to certain  anti-dilution and  price-protection  provisions.
Potential future dilutive  securities  include  50,000,000 shares issuable under
outstanding warrants,  48,810,000 in outstanding options, and 222,133,166 shares
issuable for the conversion of  convertible  debentures.  Such  issuances  would
reduce the  percentage  of  ownership of our existing  common  stockholders  and
could,  among other things,  depress the price of our common stock.  This result
could  detrimentally  affect our ability to raise additional equity capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.
<PAGE>

GS CleanTech  Corporation  is  currently  in default on some of its debt,  which
could result in one or more of the Company's  creditors  exercising their rights
upon default,  which could in turn significantly impair the Company's ability to
operate.

     The Company is in default of its various  vendor credit  program  accounts,
pursuant to which the  accounts  payable  due to several  vendors was termed out
over a period of months.  The amount of these two vendor  accounts total $10,514
as of December 31, 2006.

Our industrial waste management  services subject us to potential  environmental
liability.

     Our business of rendering  services in connection with management of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages.  Such  liability  could  involve,  without  limitation,  claims for
clean-up  costs,  personal injury or damage to the environment in cases in which
we are held  responsible for the release of hazardous  materials;  and claims of
employees,  customers,  or third parties for personal  injury or property damage
occurring in the course of our operations.

     We could also be deemed a  responsible  party for the cost of cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

     Our business is subject to extensive,  evolving, and increasingly stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or  approvals to conduct these  activities in compliance  with such laws and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would result in an inability to operate certain of our assets
and significantly impair our financial  condition.  If we are unable to maintain
our currently held permits,  licenses, and/or approvals or obtain any additional
permits,  licenses  and/or  approvals  which may be  required  as we expand  our
operations, we may not be able to continue certain of our operations.

Changes in environmental  regulations and enforcement  policies could subject us
to  additional  liability  which could  impair our  ability to continue  certain
operations due to the regulated nature of our operations.

     Because the environmental  industry continues to develop rapidly, we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.
<PAGE>

As our operations expand, we may be subject to increased  litigation which could
significantly  impair our ability to operate and our future financial results by
causing the Company to expend  significant  amounts of time,  effort,  money and
focus matters not directly related to our operations and expansion.

     Our  operations  are regulated by numerous laws  regarding  procedures  for
waste treatment, storage, recycling, transportation and disposal activities, all
of which may provide the basis for litigation  against us. In recent years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured against,  could impair our ability to
fund  our  operations.  Protracted  litigation  would  likely  cause us to spend
significant  amounts  of our time,  effort and money.  This  could  prevent  our
management from focusing on our operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

     Our  business  exposes us to various  risks,  including  claims for causing
damage to  property  and  injuries to persons  who may  involve  allegations  of
negligence  or  professional  errors  or  omissions  in the  performance  of our
services.  Such  claims  could be  substantial.  We believe  that our  insurance
coverage is  presently  adequate and similar to, or greater  than,  the coverage
maintained  by other  companies in the industry of our size. If we are unable to
obtain  adequate  or  required  insurance  coverage  in the  future  or,  if our
insurance is not  available at  affordable  rates,  we would  violate our permit
conditions  and  other  requirements  of  the  environmental   laws,  rules  and
regulations  under which we operate.  Such violations  would render us unable to
continue certain of our operations. These events would result in an inability to
operate certain of our assets and significantly impair our financial condition.

Our operations will suffer if we are unable to manage our rapid growth.

     We are currently  experiencing  a period of rapid growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

     Acquisitions will involve the integration of companies that have previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.
<PAGE>

Key personnel are critical to our business and our future success depends on our
ability to retain them.

     Our  success   depends  on  the   contributions   of  our  key  management,
environmental and engineering personnel. The loss of these officers could result
in lost sales opportunities,  lost business,  difficulties operating our assets,
difficulties  raising additional funds and could therefore  significantly impair
our financial condition. Our future success depends on our ability to retain and
expand our staff of qualified personnel,  including  environmental  technicians,
sales personnel and engineers.  Without qualified personnel, we may incur delays
in rendering our services or be unable to render certain services. We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

If  environmental  regulation  or  enforcement  is  relaxed,  the demand for our
services will decrease.

     The demand for our services is  substantially  dependent  upon the public's
concern with, the  continuation and  proliferation  of, the laws and regulations
governing  the  treatment,  storage,  recycling,  and disposal of hazardous  and
non-hazardous  waste. A decrease in the level of public  concern,  the repeal or
modification  of  these  laws,  or any  significant  relaxation  of  regulations
relating to the treatment,  storage,  recycling, and disposal of hazardous waste
would  significantly  reduce the demand for our  services  which could result in
lost sales  opportunities and lost business,  which could in turn  significantly
impair our  ability to operate as well as our  financial  condition.  We are not
aware of any current  federal or state  government or agency  efforts in which a
moratorium or  limitation  has been, or will be, placed upon the creation of new
hazardous waste regulations that would have an adverse effect on us.

GreenShift Corporation can exert control over us and may not make decisions that
further the best interests of all stockholders.

     GreenShift  Corporation owns preferred stock that may be converted into 80%
of our  outstanding  common  stock.  GreenShift  is  entitled to cast votes at a
shareholders meeting or by written consent that equal 80% of the total votes. As
a result,  GreenShift  Corporation  may exert a significant  degree of influence
over our management and affairs and over matters requiring stockholder approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions.  In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best  interest of all  stockholders.
Furthermore,  the  interests of this  concentration  of ownership may not always
coincide  with  our  interests  or  the  interests  of  other  stockholders  and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.
<PAGE>

Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

     Our common stock trades on the OTC Bulletin Board. As a result, the holders
of our common  stock may find it more  difficult to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

                              SELLING SHAREHOLDERS
<TABLE>

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
<CAPTION>

                                                                                                     Percentage of
                                              Shares Owned       Number of         Shares Owned       Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
<S>                          <C>                   <C>               <C>                <C>                <C>
         --                  --                    --                --                 --                 --
</TABLE>




                           OTHER AVAILABLE INFORMATION

     GS  CleanTech  Corporation  is  incorporating  by reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GS  CleanTech's  Annual  Report  on Form  10-KSB  for the  year  ended
          December 31, 2006;

     (b)  the  description  of GS  CleanTech's  Common  Stock  contained  in the
          Registration  Statement  on Form 10-SB filed on August 27, 1998 by KBF
          Pollution Management, Inc., the predecessor to GS CleanTech.
<PAGE>

     GS CleanTech is also  incorporating  by reference all  documents  hereafter
filed by GS CleanTech  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

     Upon written request,  GS CleanTech will provide to each person,  including
any beneficial owner, to whom this prospectus is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to David  Winsness,  GS CleanTech  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.

     GS CleanTech  files with the  Securities  and Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

<PAGE>

     Our  certificate  of  incorporation  also provides  that GS CleanTech  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our  directors,  officers or controling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, GS CleanTech
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 23rd day of
April, 2007.

                          GS CLEANTECH CORPORATION

                          By: /s/ David Winsness
                              ------------------------------------------
                                  David Winsness, Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on April 27, 2007.

/s/ Kevin Kreisler
    ---------------------------
    Kevin Kreisler, Director,
    Chief Financial Officer

/s/ David Winsness
    ---------------------------
    David Winsness,
    Chief Executive Officer
[{"type": "S-8", "sequence": "1", "filename": "gscts8407.txt", "description": "GS CLEANTECH CORP. REGISTRATION STATEMENT", "secsgml_size_bytes": 33296}]
{"company-data": {"conformed-name": "GS Cleantech Corp", "cik": "0001269127", "assigned-sic": "4950", "irs-number": "593764931", "state-of-incorporation": "DE", "fiscal-year-end": "1207"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-142423", "film-number": "07796071"}, "business-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119", "phone": "212-994-5374"}, "mail-address": {"street1": "ONE PENN PLAZA", "street2": "SUITE 1612", "city": "NEW YORK", "state": "NY", "zip": "10119"}, "former-company": {"former-conformed-name": "VERIDIUM CORP", "date-changed": "20031104"}}
As filed with the Securities and Exchange Commission on April 27, 2007
                                                  Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            GS CLEANTECH CORPORATION
                            ------------------------
               (Exact name of Registrant as specified in Charter)

Delaware                                                            59-3764931
--------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           2007 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 David Winsness
                            GS CleanTech Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock,       25,000,000 shares          $0.0146            $365,000                $11.21
     $.001 par value
---------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  25,000,000
     shares by $0.0146 the closing  price for the Common  Stock  reported on the
     OTC Bulletin Board as of April 19, 2007.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     GS  CleanTech  Corporation  is  incorporating  by reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GS  CleanTech's  Annual  Report  on Form  10-KSB  for the  year  ended
          December 31, 2006; and

     (b)  the  description  of GS  CleanTech's  Common  Stock  contained  in the
          Registration  Statement  on Form 10-SB filed on August 27, 1998 by KBF
          Pollution Management, Inc., the predecessor to GS CleanTech.

     GS CleanTech is also  incorporating  by reference all  documents  hereafter
filed by GS CleanTech  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

              Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to GS CleanTech,  has passed upon the validity
of the shares  registered  pursuant to this Registration  Statement.  Mr. Brantl
holds no interest in the securities of GS CleanTech Corporation.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  2007 Equity Incentive Plan

     5    Opinion of Robert Brantl, Esq.

     23.1 Consent of Rosenberg Rich Baker Berman & Company.

     23.2 Consent of Robert Brantl,  Esq. is contained in his opinion,  filed as
          Exhibit 5.
Item 9.  Undertakings.

     GS CleanTech Corporation hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof;

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering;

     (4)  That, for purposes of determining  any liability  under the Securities
          Act of 1933,  each  filing of the annual  report  pursuant  to Section
          13(a) or 15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and  controlling  persons of GS
CleanTech pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  GS CleanTech has been advised that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other  than the payment by GS
CleanTech  of expenses  incurred or paid by a director,  officer or  controlling
person  of GS  CleanTech  in the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being  registered,  GS CleanTech will,  unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
REOFFER PROSPECTUS

                            GS CLEANTECH CORPORATION

                        25,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise control persons of GS CleanTech Corporation.  They acquired the shares
from GS CleanTech,  either as the recipients of grants of stock or by exercising
stock options issued to them by GS CleanTech.

     The selling  shareholders  intend to sell the shares into the public market
from time to time. The shareholders will negotiate with the market makers for GS
CleanTech  common stock to determine the prices for each sale.  They expect each
sale price to be near to the market price at the time of the sale.

     GS CleanTech  common stock is listed for trading on the OTC Bulletin  Board
under the trading symbol "GSCT.OB."

     Purchase of GS CleanTech common stock involves substantial risk. Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                            GS CleanTech Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374

                  The date of this prospectus is April 27, 2007
TABLE OF CONTENTS

RISK FACTORS...............................................................-2-

SELLING SHAREHOLDERS.......................................................-6-

OTHER AVAILABLE INFORMATION................................................-6-

INDEMNIFICATION............................................................-7-

                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

Our external  auditors have issued a going concern opinion  raising  substantial
doubt as to the  Company's  ability to  continue  as a going  concern due to the
Company's history of losses, working capital deficiency and cash position, which
conditions could impair the value of the Company's stock.

     The Company  incurred a loss from continuing  operations of $10,227,896 for
the year ended  December  31,  2006.  As of  December  31,  2006 the Company had
$450,627  in cash,  and current  liabilities  exceeded  current  assets by $15.1
million  including $6.5 million in derivative  liabilities.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.

The conversion of our  convertible  debentures,  the exercise of our outstanding
warrants   and   options   and   the   Company's   various   anti-dilution   and
price-protection  agreements could cause the market price of our common stock to
fall, and may have dilutive and other effects on our existing stockholders.

     As of December 31, 2006,  the  conversion  of our  outstanding  convertible
debentures,  and the  exercise of our  outstanding  warrants  and options  could
result in the issuance of up to 320,944,000 shares of common stock, assuming all
outstanding warrants and options are currently  exercisable,  and taken with the
Company's various anti-dilution and price-protection  agreements, are subject to
adjustment pursuant to certain  anti-dilution and  price-protection  provisions.
Potential future dilutive  securities  include  50,000,000 shares issuable under
outstanding warrants,  48,810,000 in outstanding options, and 222,133,166 shares
issuable for the conversion of  convertible  debentures.  Such  issuances  would
reduce the  percentage  of  ownership of our existing  common  stockholders  and
could,  among other things,  depress the price of our common stock.  This result
could  detrimentally  affect our ability to raise additional equity capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.
GS CleanTech  Corporation  is  currently  in default on some of its debt,  which
could result in one or more of the Company's  creditors  exercising their rights
upon default,  which could in turn significantly impair the Company's ability to
operate.

     The Company is in default of its various  vendor credit  program  accounts,
pursuant to which the  accounts  payable  due to several  vendors was termed out
over a period of months.  The amount of these two vendor  accounts total $10,514
as of December 31, 2006.

Our industrial waste management  services subject us to potential  environmental
liability.

     Our business of rendering  services in connection with management of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages.  Such  liability  could  involve,  without  limitation,  claims for
clean-up  costs,  personal injury or damage to the environment in cases in which
we are held  responsible for the release of hazardous  materials;  and claims of
employees,  customers,  or third parties for personal  injury or property damage
occurring in the course of our operations.

     We could also be deemed a  responsible  party for the cost of cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

     Our business is subject to extensive,  evolving, and increasingly stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or  approvals to conduct these  activities in compliance  with such laws and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would result in an inability to operate certain of our assets
and significantly impair our financial  condition.  If we are unable to maintain
our currently held permits,  licenses, and/or approvals or obtain any additional
permits,  licenses  and/or  approvals  which may be  required  as we expand  our
operations, we may not be able to continue certain of our operations.

Changes in environmental  regulations and enforcement  policies could subject us
to  additional  liability  which could  impair our  ability to continue  certain
operations due to the regulated nature of our operations.

     Because the environmental  industry continues to develop rapidly, we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.
As our operations expand, we may be subject to increased  litigation which could
significantly  impair our ability to operate and our future financial results by
causing the Company to expend  significant  amounts of time,  effort,  money and
focus matters not directly related to our operations and expansion.

     Our  operations  are regulated by numerous laws  regarding  procedures  for
waste treatment, storage, recycling, transportation and disposal activities, all
of which may provide the basis for litigation  against us. In recent years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured against,  could impair our ability to
fund  our  operations.  Protracted  litigation  would  likely  cause us to spend
significant  amounts  of our time,  effort and money.  This  could  prevent  our
management from focusing on our operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

     Our  business  exposes us to various  risks,  including  claims for causing
damage to  property  and  injuries to persons  who may  involve  allegations  of
negligence  or  professional  errors  or  omissions  in the  performance  of our
services.  Such  claims  could be  substantial.  We believe  that our  insurance
coverage is  presently  adequate and similar to, or greater  than,  the coverage
maintained  by other  companies in the industry of our size. If we are unable to
obtain  adequate  or  required  insurance  coverage  in the  future  or,  if our
insurance is not  available at  affordable  rates,  we would  violate our permit
conditions  and  other  requirements  of  the  environmental   laws,  rules  and
regulations  under which we operate.  Such violations  would render us unable to
continue certain of our operations. These events would result in an inability to
operate certain of our assets and significantly impair our financial condition.

Our operations will suffer if we are unable to manage our rapid growth.

     We are currently  experiencing  a period of rapid growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

     Acquisitions will involve the integration of companies that have previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.
Key personnel are critical to our business and our future success depends on our
ability to retain them.

     Our  success   depends  on  the   contributions   of  our  key  management,
environmental and engineering personnel. The loss of these officers could result
in lost sales opportunities,  lost business,  difficulties operating our assets,
difficulties  raising additional funds and could therefore  significantly impair
our financial condition. Our future success depends on our ability to retain and
expand our staff of qualified personnel,  including  environmental  technicians,
sales personnel and engineers.  Without qualified personnel, we may incur delays
in rendering our services or be unable to render certain services. We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

If  environmental  regulation  or  enforcement  is  relaxed,  the demand for our
services will decrease.

     The demand for our services is  substantially  dependent  upon the public's
concern with, the  continuation and  proliferation  of, the laws and regulations
governing  the  treatment,  storage,  recycling,  and disposal of hazardous  and
non-hazardous  waste. A decrease in the level of public  concern,  the repeal or
modification  of  these  laws,  or any  significant  relaxation  of  regulations
relating to the treatment,  storage,  recycling, and disposal of hazardous waste
would  significantly  reduce the demand for our  services  which could result in
lost sales  opportunities and lost business,  which could in turn  significantly
impair our  ability to operate as well as our  financial  condition.  We are not
aware of any current  federal or state  government or agency  efforts in which a
moratorium or  limitation  has been, or will be, placed upon the creation of new
hazardous waste regulations that would have an adverse effect on us.

GreenShift Corporation can exert control over us and may not make decisions that
further the best interests of all stockholders.

     GreenShift  Corporation owns preferred stock that may be converted into 80%
of our  outstanding  common  stock.  GreenShift  is  entitled to cast votes at a
shareholders meeting or by written consent that equal 80% of the total votes. As
a result,  GreenShift  Corporation  may exert a significant  degree of influence
over our management and affairs and over matters requiring stockholder approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions.  In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best  interest of all  stockholders.
Furthermore,  the  interests of this  concentration  of ownership may not always
coincide  with  our  interests  or  the  interests  of  other  stockholders  and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.
Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

     Our common stock trades on the OTC Bulletin Board. As a result, the holders
of our common  stock may find it more  difficult to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

                              SELLING SHAREHOLDERS

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
Percentage of
                                              Shares Owned       Number of         Shares Owned       Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
--                  --                    --                --                 --                 --
OTHER AVAILABLE INFORMATION

     GS  CleanTech  Corporation  is  incorporating  by reference  the  following
documents previously filed with the Securities and Exchange Commission:

     (a)  GS  CleanTech's  Annual  Report  on Form  10-KSB  for the  year  ended
          December 31, 2006;

     (b)  the  description  of GS  CleanTech's  Common  Stock  contained  in the
          Registration  Statement  on Form 10-SB filed on August 27, 1998 by KBF
          Pollution Management, Inc., the predecessor to GS CleanTech.
GS CleanTech is also  incorporating  by reference all  documents  hereafter
filed by GS CleanTech  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold.

     Upon written request,  GS CleanTech will provide to each person,  including
any beneficial owner, to whom this prospectus is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to David  Winsness,  GS CleanTech  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.

     GS CleanTech  files with the  Securities  and Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.
Our  certificate  of  incorporation  also provides  that GS CleanTech  will
indemnify  our  directors and officers  against  liabilities  arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our  directors,  officers or controling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *
SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, GS CleanTech
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 23rd day of
April, 2007.

                          GS CLEANTECH CORPORATION

                          By: /s/ David Winsness
                              ------------------------------------------
                                  David Winsness, Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on April 27, 2007.

/s/ Kevin Kreisler
    ---------------------------
    Kevin Kreisler, Director,
    Chief Financial Officer

/s/ David Winsness
    ---------------------------
    David Winsness,
    Chief Executive Officer