--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                   FORM 10-QSB
                            -------------------------


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL QUARTER ENDED JUNE 30, 2007

                          COMMISSION FILE NO.: 0-50469



                            GS CLEANTECH CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                             59-3764931
--------------------------------------------------------------------------------
(State of other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)


One Penn Plaza, Suite 1612, New York, New York                          10119
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


                                 (212) 994-5374
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               (Registrant's telephone number including area code)





Check mark  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter  period that the registrant as required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No __.

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes No X

The  number of  outstanding  shares of common  stock as of August  14,  2007 was
483,671,558



Transitional Small Business Disclosure Format:  Yes     No X
                                                   ---    ---


<PAGE>
<TABLE>

                            GS CLEANTECH CORPORATION

                         QUARTERLY REPORT ON FORM 10QSB
                   FOR THE FISCAL QUARTER ENDED JUNE 30, 2007

                                TABLE OF CONTENTS

<CAPTION>

                                                                                                           Page No
Part I            Financial Information
<S>                                                                                                             <C>
Item 1.           Financial Statements (unaudited)...............................................................3
                  Consolidated Balance Sheet - June 30, 2007 (unaudited).........................................4
                  Consolidated Statements of Operations - for the Three and Six Months
                  Ended June 30, 2007 (unaudited) and 2006 (unaudited)...........................................5
                  Consolidated Statements of Cash Flows - for the Six Months
                  Ended June 30, 2007 (unaudited) and 2006 (unaudited)...........................................6
                  Notes to Consolidated Financial Statements.....................................................7
Item 2.           Management's Discussion and Analysis..........................................................22
Item 3.           Controls and Procedures.......................................................................29

Part II           Other Information
Item 1.           Legal Proceedings.............................................................................30
Item 2.           Unregistered Sale of Equity Securities and Use of Proceeds....................................30
Item 3.           Defaults Upon Senior Securities...............................................................30
Item 4.           Submission of Matters to a Vote of Security Holders...........................................30
Item 5.           Other Information ............................................................................30
Item 6.           Exhibits .....................................................................................30

Signatures                                                                                                      30

</TABLE>

                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED FOR JUNE 30, 2007)










































                                       3
<PAGE>

<TABLE>

                           GS CLEANTECH CORPORATION
                           CONSOLIDATED BALANCE SHEET
                            JUNE 30, 2007 (UNAUDITED)
<CAPTION>

ASSETS:                                                               6/30/07
                                                                   -------------
Current assets:
<S>                                                                <C>
Cash ...........................................................   $    101,607
Accounts receivable, net of allowance of doubtful accounts .....      2,924,586
Loans due from affiliates ......................................        654,653
Inventory ......................................................        611,866
Project development costs ......................................        276,664
Prepaid expenses and other current assets ......................         77,037
                                                                   ------------
            Total current assets ...............................      4,646,413
                                                                   ------------

Other Assets:
   Property and equipment, net .................................      1,445,217
   Deposits ....................................................        171,341
   Construction in progress ....................................      2,513,675
   Intangible assets, net ......................................        218,061
   Deferred Taxes ..............................................         43,261
   Deferred financing costs, net ...............................        265,417
   Investments in unconsolidated subsidiaries, at cost .........      1,000,295
   Goodwill, net ...............................................      4,431,319
   Assets of discontinued operations, net of current ...........          7,500
                                                                   ------------
       Total other assets ......................................     10,096,086
                                                                   ------------

TOTAL ASSETS ...................................................   $ 14,742,499
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Notes Payable - affiliates ..................................   $  2,314,377
   Accrued interest payable - affiliate ........................        290,566
   Note payable - affiliates ...................................        651,455
   Note payable - related party ................................        130,000
   Accounts payable ............................................      2,944,574
   Billings in excess of earnings ..............................         16,865
   Accrued expenses ............................................        611,391
   Accrued interest payable ....................................        704,203
   Deferred taxes ..............................................         36,607
   Income tax payable ..........................................         85,220
   Current maturities of vehicle loans .........................        184,560
   Liability for derivative instruments ........................      4,533,864
   Current portion of convertible debentures, net of discount ..      3,238,699
   Current portion of convertible debentures - parent ..........        280,196
   Line of Credit ..............................................        497,341
   Discontinuance of operations, current .......................        423,092
                                                                   ------------
       Total current liabilities ...............................     16,943,010
                                                                   ------------

   Note payable - affiliate ....................................        508,446
   Vehicle loans, net of current maturities ....................        360,311
   Convertible debentures, net of current portion and discount .      1,833,333
                                                                   ------------
       Total long term liabilities .............................      2,702,090
                                                                   ------------
       Total liabilities: ......................................     19,645,100
                                                                   ------------
Minority interest in consolidated subsidiary ...................        775,000
                                                                   ------------

Stockholders' equity:
 Convertible preferred stock, $0.001 par value,
   5,000,000 shares authorized:
   Series A: 1,254,244 shares issued and outstanding ..............       1,254
   Series B: 151,250 shares issued and outstanding ................         151
   Series C:  -- shares issued and  -- shares outstanding .........        --
   Series D:
    1,000,000 shares issued and outstanding .......................       1,000
    Common stock, $0.001 par value, 500,000,000 authorized;
    439,761,495 shares issued and outstanding .....................     439,763
   Additional paid-in capital .....................................  56,040,386
   Accumulated deficit ............................................ (62,160,155)
                                                                   ------------
       Total stockholders' equity (deficit) .......................  (5,677,601)
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................... $ 14,742,499
                                                                   ============

               The notes to the Consolidated Financial Statements
                    are an integral part of these statements
</TABLE>
                                       4
<PAGE>
<TABLE>

                            GS CLEANTECH CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (UNAUDITED)
<CAPTION>
                                                             For the three months ending              For the six months ending
                                                          --------------------------------------------------------------------------
                                                                6/30/07           6/30/06           6/30/07            6/30/06
                                                          --------------------------------------------------------------------------
<S>                                                       <C>                <C>                <C>                <C>
Sales and Revenue .....................................   $     4,142,339    $     3,703,542    $     7,406,725    $     6,878,467
Revenue with Affiliates ...............................             5,628               --               32,420              4,000
                                                          ---------------    ---------------    ---------------    ---------------
          Total Revenue ...............................         4,147,967          3,703,542          7,439,145          6,882,467

Cost of revenues ......................................         2,880,881          2,758,263          5,217,324          5,145,618
Cost of revenues with affiliates ......................             2,888               --               10,463               --
                                                          ---------------    ---------------    ---------------    ---------------
         Total cost of revenues .......................         2,883,769          2,758,263          5,227,787          5,145,618

Gross profit ..........................................         1,264,198            945,279          2,211,358          1,736,849
                                                          ---------------    ---------------    ---------------    ---------------

Operating expenses:
     Stock based compensation .........................           111,858             75,000            450,019          1,670,000
     Selling expenses .................................           340,844            305,199            661,578            586,056
     General and administrative .......................         1,313,269          1,294,145          2,148,897          2,531,409
                                                          ---------------    ---------------    ---------------    ---------------
Total operating expenses ..............................         1,765,971          1,674,344          3,260,494          4,787,465
                                                          ---------------    ---------------    ---------------    ---------------

Operating (loss) income ...............................          (501,773)          (729,065)        (1,049,136)        (3,050,616)
                                                          ---------------    ---------------    ---------------    ---------------

Other income (expense):
     Change in fair value of derivative instruments ...         3,654,878               (269)         2,879,218            472,035
     Interest expense - affiliate .....................           (61,530)           (45,697)          (116,610)           (84,360)
     Loss on sale of investment .......................          (364,777)              --             (364,777)              --
     Amortization of debt discount & deferred financing        (1,055,038)        (1,735,286)        (2,284,376)        (3,924,355)
     Gain (loss) on equipment disposal ................            22,061            (46,255)            21,461            (40,802)
     Miscellaneous income .............................            21,769                (83)            32,803              1,294
     Interest expense .................................          (165,815)          (129,959)          (440,036)          (122,810)
                                                          ---------------    ---------------    ---------------    ---------------
         Total other income (expense), net ............         2,051,548         (1,957,549)          (272,317)        (3,698,998)
                                                          ---------------    ---------------    ---------------    ---------------

Income/Loss before provision for income taxes .........         1,549,775         (2,686,614)        (1,321,453)        (6,749,614)
Provision for income tax, net .........................            48,257               (196)            86,229              4,309
                                                          ---------------    ---------------    ---------------    ---------------
    Income/Loss from continuing operations ............   $     1,501,518    $    (2,686,418)   $    (1,407,682)   $    (6,753,923)
                                                          ===============    ===============    ===============    ===============
Discontinued operations:
 Income from discontinued operations ..................              --              241,890               --              341,962
 Gain on disposal, discontinued operations ............              --                 --            2,494,946              6,000
                                                          ---------------    ---------------    ---------------    ---------------
                                                                     --              241,890          2,494,946            347,962
                                                          ===============    ===============    ===============    ===============

Net profit (loss) .....................................   $     1,501,518    $    (2,444,528)   $     1,087,264    $    (6,405,961)
Preferred Dividends ...................................              --                 --      $       151,875    $       681,594
                                                          ---------------    ---------------    ---------------    ---------------
Income (loss) attributable to shareholders ............   $     1,501,518    $    (2,444,528)   $       935,389    $    (7,087,555)
Weighted average common shares outstanding:

Basic .................................................       406,886,802        241,561,185        361,590,317        196,180,731
Diluted ...............................................     1,427,740,451        241,561,185      1,382,443,966        196,180,731

Earnings (loss) per share

Basic
Income from continuing operations .....................              0.00              (0.01)              0.00              (0.03)
Income (loss) from discontinued operations ............              0.00               0.01               0.01               0.00
                                                          ---------------    ---------------    ---------------    ---------------
Net income per share - basic ..........................              0.00              (0.01)              0.01              (0.03)
                                                          ===============    ===============    ===============    ===============

Diluted
Income from continuing operations .....................              0.00              (0.01)              0.00              (0.03)
Income (loss) from discontinued operations ............              0.00               0.00               0.00               0.00
                                                          ---------------    ---------------    ---------------    ---------------
Net income per share - basic ..........................              0.00              (0.01)              0.00              (0.03)
                                                          ===============    ===============    ===============    ===============

            The notes to the Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       5
<PAGE>

<TABLE>
                            GS CLEANTECH CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)
                          AND JUNE 30, 2006 (UNAUDITED)
<CAPTION>
                                                                     6/30/07        6/30/06
                                                                   ---------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                <C>            <C>
Net loss .......................................................   $ 1,087,264    $(6,405,961)
Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization ...............................       144,055        115,012
   Amortization of deferred financing costs ....................        75,833         37,917
   Change in allowance for doubtful accounts ...................       (41,119)       (13,854)
   Deferred tax ................................................        10,884           --
   Change in fair value of derivatives .........................    (2,879,218)      (445,673)
   Amortization of debt discount ...............................     2,208,543      3,835,726
   Stock based compensation ....................................       450,019      1,670,000
   Deferred financing costs ....................................          --         (455,000)
   Changes in net assets of discontinued operations ............          --           85,430
   Gain (loss) on equipment disposal ...........................       (21,461)        40,802
   Stock issued for services ...................................        25,000           --
   Stock issued for services - affiliate .......................          --          150,000
   Amortization of beneficial conversion feature ...............       113,080         10,083
   Gain on sale of discontinued operations .....................    (2,494,946)          --
    Loss on sale of investment .................................       364,776           --
   Settlement of debt ..........................................          --           33,580

Changes in assets and liabilities, net of acquisitions
   Accounts receivable, net ..................................        (741,088)      (448,221)
   Accounts receivable - related party .......................          27,972           --
   Prepaid expenses ..........................................         239,409         84,347
   Deposits ..................................................        (117,044)           202
   Inventory .................................................            --       (1,783,871)
   Loan from affiliate .....................................            79,591        (48,740)
   Liabilities of discontinued operations ....................         (21,200)      (721,380)
   Billings and costs in excess of earnings ..................         (46,108)       147,708
   Income tax payable ........................................          55,205           --
   Accounts payable ..........................................         396,889      1,547,587
   Accounts payable - related party ..........................         651,455           --
   Accrued interest payable ..................................         302,789        (38,742)
   Accrued expenses ..........................................        (523,623)      (643,656)
                                                                   -----------    -----------
       Net cash used in operating activities ...................      (653,043)    (3,246,704)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash paid for acquisition ...................................      (447,842)          --
   Deposit .....................................................        50,000           --
   Construction in progress ....................................      (963,265)          --
   Project development costs ...................................        (6,191)          --
    Additions to and acquisition of property, plant and equipment       (39,123)       (32,688)
                                                                   -----------    -----------
       Net used in investing activities ........................    (1,406,421)       (32,688)
                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Line of credit ..............................................       497,341           --
   Loan due to related party ...................................       130,000           --
   Convertible debenture .......................................          --        4,400,000
   Loan due to affiliate .......................................     1,161,006      1,397,015
   Issuance of long term debt ..................................          --             --
   Repayment of long-term debt .................................       (77,903)       (72,863)
   Conversion of minority interest .............................          --             --
   Repayment of term financing .................................          --          (50,000)
                                                                   -----------    -----------
     Net cash provided by financing activities .................     1,710,444     5,674,152
                                                                   -----------    -----------

Decrease/Increase  in cash .....................................      (349,020)     2,394,760
Cash at beginning of period ....................................       450,627        363,382
                                                                   -----------    -----------
Cash at end of period ..........................................   $   101,607    $ 2,758,142
                                                                   ===========    ===========

              The Notes to Consolidated Financial Statements are an
                       integral part of these statements.
</TABLE>
                                       6


<PAGE>

                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<PAGE>
                            GS CLEANTECH CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1        BASIS OF PRESENTATION

The consolidated interim financial statements included herein have been prepared
by GS CleanTech Corp.  ("GS CleanTech" or "the Company"),  pursuant to the rules
and  regulations  of the  Securities  and  Exchange  Commission  with  regard to
Regulation S-B and, in the opinion of management, include all adjustments which,
except  as  described  elsewhere  herein,  are  of a  normal  recurring  nature,
necessary  for a  fair  presentation  of  the  financial  position,  results  of
operations,  and cash flows for the periods  presented.  The results for interim
periods  are not  necessarily  indicative  of results for the entire  year.  The
financial  statements  presented  herein should be read in  connection  with the
financial  statements included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2006.

2        GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue  as a going  concern.  As of June 30, 2007 the
Company had $101,607 in cash, and current liabilities exceeded current assets by
$12,296,597  including  $4,533,864 in derivative  liability  instruments.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going concern.


Management's  plans  include  raising  additional  proceeds from debt and equity
transactions  to fund  operations  and to increase  revenue and cut  expenses to
reduce the loss from  operations.  There can be no assurances  that GS CleanTech
will be able to eliminate  both its working  capital  deficit and its  operating
losses.  The  accompanying  financial  statements do not contain any adjustments
which may be required as a result of this uncertainty.

3        SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

For the period  ended June 30, 2007,  the  accompanying  consolidated  financial
statements   include  all   accounts  of  GS  CleanTech   Corporation   and  its
subsidiaries:

     o    GS EnviroServices, Inc. (f/k/a TDS (Telemedicine) Inc.) - owns 100% of
          the environmental  services divisions of Enviro-Safe  Corporation (NE)
          (f/k/  Jones  Environmental  Services  Inc.,  (NE)),  and  Enviro-Safe
          Corporation. GS CleanTech owns 55% of GS EnviroServices, Inc.

     o    GS Ethanol - owns 100% of the process engineering division.

     o    GS CleanTech  Ventures - owns 10% of Ovation  Products  Corp.  Ovation
          Products  Corp. was  integrated  into GS CleanTech  Ventures using the
          Cost   Method  of   accounting   (see  cost  method   accounting   for
          unconsolidated subsidiaries below).

All  significant  inter company  balances and  transactions  were  eliminated in
consolidation.  The financial statements for the period ended June 30, 2007 have
been consolidated to include the accounts of GS Ethanol, GS EnviroServices,  and
GS CleanTech Ventures beginning January 2007.

COST METHOD OF ACCOUNTING FOR UNCONSOLIDATED SUBSIDIARIES

The Company's  subsidiary GS CleanTech  Ventures accounts for its 10% investment
in Ovation Products Corp.  (Ovation) under the cost method.  Application of this
method requires the Company to  periodically  review this investment in order to
determine whether to maintain the current carrying value or to write off some or
all of the investment. While the Company uses some objective measurements in its
review,  the review  process  involves a number of  judgments on the part of the
Company's  management.  These judgments include assessments of the likelihood of
Ovation to obtain additional financing, to achieve future milestones, make sales
and to compete effectively in its markets. In making these judgments the Company
must also attempt to anticipate trends in Ovation's  respective industry as well
as in the general  economy.  There can be no guarantee  that the Company will be
accurate in its assessments and judgments. To the extent that the Company is not
correct  in its  conclusion  it may  decide  to  write  down  all or part of the
investment.

During the six months ended June 30, 2007,  GS  CleanTech  Ventures  sold its 3%
interest in General Hydrogen in exchange for $135,223. The GS CleanTech realized
a loss $364,777 on the sale of this investment.

                                       7

<PAGE>

REVENUE RECOGNITION

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists, delivery has occurred or services have been rendered, the price is fixed
or  determinable,  and collection is reasonably  assured.  The Company  provides
environmental  services that involve  transportation  and disposal of industrial
waste.  Revenues for the  transportation  (using the Company as the transporter)
and  disposal  of  waste  that is  disposed  of at a third  party  location  are
recognized  when the waste is  delivered to the third party for  processing  and
disposal. Revenues for the transportation and disposal of industrial waste using
a third party  transporter  that is disposed of at the third party  location are
recognized  when  the  waste  is  delivered  to the  third  party  location  for
processing and disposal.

Revenues  for the  transportation  and  disposal  of  industrial  waste  that is
disposed  of at the  Company's  facility  is  recognized  when the  Company  has
received  the waste at its  facility  due to the fact that the  customer  has no
additional  recourse  and no  additional  services  are provided to the customer
after the waste is received.

The  Company  also  provides  environmental  services  and  process  engineering
services on fixed  priced  contracts.  Revenue  from fixed  priced  contracts is
recognized on the percentage of completion method, measured by the percentage of
actual  costs  incurred  to the  estimated  costs to  complete.  Changes  in job
performance  and job conditions may affect total  estimated  costs and result in
revisions to costs and  revenues  that affect  future  periods.  Provisions  for
estimated  losses on uncompleted  contracts are made in the period in which such
losses are determined.

The asset,  "costs and estimated  earnings in excess of billings on  uncompleted
contracts,"  represents  revenues  recognized in excess of amounts  billed.  The
liability,  "billings in excess of costs and estimated  earnings on  uncompleted
contracts," represents billings in excess of revenues recognized.

The liability  "deferred  revenue"  represents amounts invoiced to customers for
deposits and partial  payments on orders or projects not complete for  delivery.
The  revenue,  along with the project  costs,  is  recognized  upon  delivery or
completion of the project for the customer.

INVENTORIES

Due to the long lead times to obtain some components, GS Ethanol, Inc. maintains
an inventory of  centrifuges  and related parts.  Inventories  are stated at the
lower of cost or market,  with cost being determined by the first-in,  first-out
(FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the  straight-line  method over the
estimated useful lives of the assets.  Leasehold improvements are amortized over
the lesser of the life of the lease or their useful  lives.  Gains and losses on
depreciable  assets  retired  or sold  are  recognized  in the  combined  income
statement in the year of disposal,  and repair and maintenance  expenditures are
expensed  as  incurred.  Property,  plant  and  equipment  are  stated  at cost.
Expenditures  for major  renewals  and  improvements  which  extend  the life or
usefulness of the asset, are  capitalized.  Once an asset has been completed and
placed  in  service,   it  is  transferred  to  the  appropriate   category  and
depreciation commences.

GOODWILL AND INTANGIBLE ASSETS

The Company accounts for its goodwill and intangible assets pursuant to SFAS No.
142, "Goodwill and Other Intangible  Assets".  Under SFAS 142,  intangibles with
definite lives continue to be amortized on a straight-line basis over the lesser
of their estimated useful lives or contractual  terms.  Goodwill and intangibles
with  indefinite  lives  are  evaluated  at least  annually  for  impairment  by
comparing the asset's  estimated  fair value with its carrying  value,  based on
cash flow methodology.

Intangibles  with definite lives consist  primarily of permits which have useful
lives and are subject to impairment testing in the event of certain  indicators.
An  impairment  in  the  carrying  value  of an  asset  is  recognized  whenever
anticipated future cash flows  (undiscounted)  from an asset are estimated to be
less than its carrying  value.  The amount of the  impairment  recognized is the
difference between the carrying value of the asset and its fair value.

LONG-LIVED ASSETS

The Company  assesses the  valuation of components of its property and equipment
and other long-lived  assets whenever events or  circumstances  dictate that the

                                       8
<PAGE>

carrying  value might not be  recoverable.  The Company bases its  evaluation on
indicators such as the nature of the assets,  the future economic benefit of the
assets, any historical or future  profitability  measurements and other external
market conditions or factors that may be present.  If such factors indicate that
the  carrying  amount  of an asset or asset  group may not be  recoverable,  the
Company  determines  whether impairment has occurred by analyzing an estimate of
undiscounted  future cash flows at the lowest level for which  identifiable cash
flows exist.  If the estimate of  undiscounted  cash flows during the  estimated
useful  life of the  asset is less than the  carrying  value of the  asset,  the
Company  recognizes a loss for the difference  between the carrying value of the
asset and its estimated fair value,  generally  measured by the present value of
the estimated cash flows.

INCOME TAXES

Income taxes are  accounted for under the asset and  liability  method,  whereby
deferred income taxes are recorded for temporary  differences  between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and  liabilities  reflect the tax rates  expected to be in effect for
the  years in which  the  differences  are  expected  to  reverse.  A  valuation
allowance  is  provided  if it is more  likely  than not that some or all of the
deferred tax asset will not be realized.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosure of contingent  assets and liabilities at the dates of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

DERIVATIVE FINANCIAL INSTRUMENTS

Certain  of  the  Company's  debt  and  equity   instruments   include  embedded
derivatives that require bifurcation from the host contract under the provisions
of SFAS No. 133, "Accounting for Derivative  Instruments and Hedging Activities"
and EITF 00-19 "Accounting for Derivative Financial  Instruments Indexed to, and
Potentially  Settled in, a Company's Own Stock".  Under the  provisions of these
statements, the Company records the related derivative liabilities at fair value
and records the accounting gain or loss resulting from the change in fair values
at the end of each  reporting  period.  Change  in the  derivatives  instruments
resulted in income of $2,879,218 and income of $472,035 for the six months ended
June 30, 2007 and 2006, respectively.

FINANCIAL INSTRUMENTS

The carrying values of accounts receivable, other receivables, accounts payable,
and  accrued  expenses  approximate  their fair  values due to their  short term
maturities.  The carrying  values of the Company's  long-term  debt  approximate
their fair values based upon a comparison of the interest rate and terms of such
debt to the rates and terms of debt currently available to the Company.

BASIC AND DILUTED EARNINGS PER SHARE ("EPS")

Basic  (loss)  earnings  per share is  computed  by  dividing  net income by the
weighted average common shares outstanding during a period. Diluted earnings per
share is based on the if converted  method for  convertible  securities  and the
treasury stock method for stock options which includes the effect from potential
issuance of common  stock such as shares  issuable  pursuant to the  exercise of
stock options,  assuming the exercise of all in-the-money stock options.  Common
share   equivalents   have  been  excluded  where  their   inclusion   would  be
anti-dilutive.

4         CONCENTRATIONS: ACCOUNTS RECEIVABLE

The Company  maintains cash balances with financial  institutions  that at times
may exceed the limits  insured by the  Federal  Deposit  Insurance  Corporation.
Accounts   receivable  are   uncollateralized,   non-interest-bearing   customer
obligations due under normal trade terms  requiring  payment within 30 days from
the invoice  date.  Accounts  receivable  are stated at the amount billed to the
customer. Payments of accounts receivable are allocated to the specific invoices
identified on the customer's  remittance advice or, if unspecified,  are applied
to the oldest unpaid invoices.

The carrying amount of accounts  receivable is reduced by a valuation  allowance
that  reflect  the  Company's  best  estimate  of the  amounts  that  may not be

                                       9
<PAGE>

collected.  This  estimate  is based on reviews of all  balances in excess of 90
days  from  the  invoice  date.  Based  on this  assessment  of  current  credit
worthiness,  the Company estimates the portion, if any, of the balance that will
not be collected.  Management  also  considers the need for  additional  general
reserves and reviews its valuation allowance on a quarterly basis.

Accounts receivable at June 30, 2007 are approximated as follows:

Accounts receivable                                       $    3,042,718
Less: allowance for doubtful accounts                           (118,132)
                                                          --------------
Accounts receivable, net                                  $    2,924,586
                                                          ==============

STOCKHOLDERS EQUITY

GS  CleanTech  accounts  for stock and stock  options  issued for  services  and
compensation by employees under the fair value method.  For  non-employees,  the
fair  market  value of the  Company's  stock on the  date of stock  issuance  or
option/grant  is used.  The  Company  determined  the fair  market  value of the
options issued under the Black-Scholes Pricing Model. Effective January 1, 2007,
the  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  (SFAS)123R  SHARE-BASED  PAYMENT,  which  establishes  accounting for
equity instruments exchanged for employee services. Under the provisions of SFAS
123(R),  share-based  compensation  cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).

STOCK OPTIONS

Activity under the Plan and issuances of options and/or  warrants for the period
ended June 30, 2007 is as follows:


                                      Number of Shares        Weighted Average
                                                              Exercise Price
                                      ------------------------------------------
Outstanding at December 31, 2005          10,200,427             $   0.39
   Granted at fair value .......          40,000,000                 0.04
   Forfeited ...................            (368,954)                1.83
   Exercised
                                         -----------             ---------
Outstanding at December 31, 2006          49,831,473             $   0.10
   Granted at fair value .......               --                     --
   Forfeited ...................             (12,500)                 --
   Exercised                             -----------             ---------
Outstanding at June 30, 2007 ...          49,818,973             $   0.10
                                         ===========             =========

INCREASE IN AUTHORIZATION OF COMMON STOCK

On February 27, 2007, an Amendment to the Certificate of Incorporation was filed
with the State of Delaware  increasing the total number of shares of all classes
of stock which the  Corporation  shall have  authority to issue to  505,000,000,
consisting of 5,000,000  shares of Preferred  Stock, par value $0.001 per shares
(the  "Preferred  Stock"),  and  500,000,000  shares of Common Stock,  par value
$0.001 per share (the "Common Stock").

6         DISCONTINUED OPERATIONS

During the year ended  December  31, 2006,  the GS CleanTech  Board of Directors
adopted a plan for the sale of the Company's environmental  consulting business,
which was located in Mount Arlington,  New Jersey and operated by EnviroSciences
Inc. On May 4, 2007, the Company  executed a Share  Purchase  Agreement with the
former owners of  EnviroSciences  with an effective  date of January 1, 2007. In
exchange for the outstanding shares of  EnviroSciences,  Inc., the former owners
agreed the pay $250,000 to the Company.  This has been paid as of June 30, 2007.
GS CleanTech  recognized a gain of $2,494,946 from the sale. A breakdown of this
purchase is as follows:

Cash received on sale .........................   $   250,000
                                                  ===========

Assets disposed of ............................     1,298,382
Liabilities disposed of .......................    (3,543,328)
                                                  -----------
Net gain on disposal  of assets and liabilities     2,244,946
                                                  ===========

Total gain on sales of discontinued operation .   $ 2,494,946
                                                  -----------
                                       10
<PAGE>
On October 24, 2005, the GS CleanTech  Corporation  Board of Directors adopted a
plan to close the Paterson,  New Jersey recycling  facility operated by American
Metal Recovery  Corporation  ("AMRC").  The plan included the discontinuation of
the  operations of Metal Recovery  Transportation  Corporation  ("MRTC")  during
2005, as well. The decision to terminate operations at the Paterson facility was
made due to overall  economic  factors,  in particular the decreasing  volume of
inorganic,  metal  bearing  wastes  suitable  for  recycling.  AMRC  has  ceased
accepting waste and has removed all hazardous waste from the facility.  AMRC has
disposed  of all of the  equipment  and  cleaned  the  facility  as  required by
regulation and surrendered the premises on December 31, 2005. The results of the
recycling business are recorded as discontinued operations.
<TABLE>

The components of discontinued operations are as follows:
<CAPTION>
                                                                               2007            2006
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
Net revenues ........................................................       $      --      $ 2,283,967
Cost of revenues ....................................................              --        1,305,444
                                                                            -----------    -----------
           Gross profit .............................................              --          978,523
                                                                            -----------    -----------

Selling, general and administrative expense .........................              --          494,808
                                                                            -----------    -----------
           Income from operations ...................................              --          483,715
                                                                            -----------    -----------

Other income and expenses, net ......................................              --          (29,215)
                                                                            -----------    -----------
           Total other income and expense ...........................              --          (29,215)
                                                                            -----------    -----------

           Income before provision for income taxes .................              --          454,500

Total provision for tax .............................................              --          112,538
                                                                            -----------    -----------
           Net income (loss) from discontinued operations ...........              --          341,962
           Gain (loss) on disposal of discontinued operations........              --            6,000
                                                                            -----------    -----------
                   Total income (loss) - discontinued operations ....   $          -- $        347,962
                                                                            ===========    ===========
</TABLE>

The results presented above for 2007 and 2006 include the operating activity for
the discontinued  operations for the six month period. Assets and liabilities of
the  discontinued  businesses  were  reported as net assets and net  liabilities
(current and net of current) of discontinued operations at June 30, 2007.

Assets and  liabilities  of  discontinued  operations as of June 30, 2007 are as
follows:

Assets of discontinued operations

     Other assets .....................................   $   7,500
                                                          =========
           Total assets of discontinued operations ....       7,500
                                                          =========

Current liabilities of discontinued operations:
     Accounts payable .................................     254,958
     Accrued Expenses .................................     168,134
                                                          ---------
           Total liabilities of discontinued operations     423,092
                                                          ---------

Net liabilities of discontinued operations ............   $(415,592)
                                                          =========

7         DEPOSITS

In 2005, GS EnviroServices deposited $90,000 to satisfy a regulatory requirement
for the closure of the Lowell  location.  In accordance with the agreement,  the
trustee is TD Banknorth  and  beneficiary  is the  Massachusetts  Department  of
Environmental Protection.  Other deposits in the amount $81,341 are for security
deposits  on property  leases,  deposits  for our  hazardous  waste  transporter
permits,   bonds,  and  a  $50,000  deposit  held  in  escrow  for  a  potential
acquisition.

8        GOODWILL AND INTANGIBLE ASSETS

The Company reviews its Goodwill  annually at December 31 each year for possible
impairment and more  frequently if events or changes in  circumstances  indicate
Goodwill might be impaired.  The fair value of the Company's  reporting units is
analyzed using a discounted  cash flow valuation  approach.  The discounted cash
flow calculation is made utilizing various  assumptions and estimates  regarding

                                       11
<PAGE>

future revenues and expenses, cash flow and discount rates. The assumptions used
are  sometimes  significantly  different  than  historical  results  due  to the
Company's current business initiatives.  If the Company fails to achieve results
in line with the assumptions used,  intangible assets may be impaired.  Possible
impairment may exist if the fair value  computed using the discounted  cash flow
valuation  approach  is lower than the  carrying  amount of the  reporting  unit
(including goodwill).  Further analysis would be required if possible impairment
exists by comparing the implied fair value of the reporting  unit,  which is the
excess of the fair value of the  reporting  unit over  amounts  assigned  to the
reporting unit's assets and liabilities,  to the carrying amount of goodwill. If
the carrying amount of the reporting unit's goodwill is greater than the implied
fair value,  an impairment  loss equal to the  difference  would be recorded and
goodwill would be written down. As of June 30, 2007 the Company does not believe
any impairment of Goodwill or other intangible assets has occurred.

Intangible assets at June 30, 2007 include the following.

Patent .................   $  50,000
Permits ................     216,500
Accumulated amortization     (48,439)
                           ---------
    Permits, net .......   $ 218,061
                           =========

Amortization of intangible assets was $7,055 and $5,452 for the six months ended
June 30, 2007 and 2006 respectively. Estimated amortization expense for future
years is as follows:

         2007             $  6,265
         2008               14,117
         2009               14,117
         2010               14,117
         2011               14,117
Thereafter                 155,328
                          --------
Total                     $218,061
                          ========

9         PROPERTY AND EQUIPMENT

Property, plant and equipment consist of the following at June 30, 2007:

Land and building ...........   $   675,000
Furniture and fixtures ......        89,490
Machinery & Equipment .......       107,712
Vehicles ....................     1,012,715
Computer Equipment ..........        38,494
Leasehold  Improvements .....       145,699
                                -----------
                                  2,069,110
Less accumulated depreciation      (623,893)
                                -----------
Net fixed assets ............   $ 1,445,217
                                ===========

10        LINE OF CREDIT

One May 31,  2007,  GS  EnviroServices  closed on a demand line of credit in the
amount of $1,000,000. The principal balance bears interest that fluctuates based
on the prime lending rate. As of June 30, 2007, the rate was 8.25%.  The line is
secured by all assets of the GS EnviroServices.  The total amount due is payable
upon demand on or before June 30,  2008.  As of June 30, 2007 there is a balance
of $497,341  drawn on the credit  line.  The  revolving  credit  loan  agreement
includes the following required financial covenants of GS EnviroServices:

     o    Total debt to capital funds ratio - at all times during which the loan
          is  available,  the  Borrower  shall  maintain a total debt to capital
          funds  ration not  exceeding  2.2 to 1 calculated  as follows:  (total
          liabilities minus subordinated debt) divided by (total net worth minus
          intangible assets,  affiliates  receivables,  officer receivables plus
          subordinated debt).
                                       12


<PAGE>

     o    Debt  Service  Coverage  - at all  times  during  which  the  Loan  is
          available,  the Company shall  maintain a minimum  global debt service
          coverage  ratio of 1.2 to 1.  Debt  service  coverage  ratio  shall be
          defined as the Company's  combined  earnings before  interest,  taxes,
          distributions,  and amortization,  plus  non-recurring  income,  minus
          non-recurring expenses,  minus cash taxes, minus non-recurring income,
          minus un-financed capital  expenditures,  minus dividends,  divided by
          the current maturity of principal for the year and interest expense.

     As of June 30, 2007, GS EnviroServices was in compliance with the financial
covenants.

11        NOTES PAYABLE - AFFILIATES

As of June 30, 2007, the total loan balances due to GreenShift  Corporation  and
Mean Green  Biofuels,  Inc., an affiliate of the Company,  was  $2,822,823  with
$2,314,377  currently  due and $508,446 due December 31, 2008.  GreenShift  is a
majority  shareholder of GS CleanTech  Corporation,  the Company's parent and is
controlled  by Kevin  Kreisler,  Chairman  and  Chief  Financial  Officer  of GS
CleanTech.  Mean Green Biofuels,  Inc. is an affiliate of the Company. The notes
accrue interest at a rate of 5% per annum.

12       VEHICLE LOANS

GS  EnviroServices  has vehicle  loans with  varying  interest  rates from 0% to
11.45%.  These  loans have  maturity  dates that range from  August 2007 to June
2013.  As of June  30,  2007,  vehicle  notes  totaled  $544,871  with  $184,560
currently due.

The following chart is presented to assist the reader in analyzing the Company's
ability to fulfill its fixed debt service requirements as of June 30, 2007:

     Year                                                         Amount
     ----                                                        --------
2007-2008 ....................................................   $184,560
2008-2009 ....................................................    138,562
2009-2010 ....................................................    120,218
2010-2011 ....................................................     57,000
2011 and thereafter ..........................................     44,531
                                                                 --------
     Total minimum payments due under current
       and long-term obligations                                 $544,871
                                                                 ========

13         CONVERTIBLE DEBENTURES

In the first quarter of 2006,  five parties  assumed the debt of $3,500,000 from
another  convertible  debt holder of GS  CleanTech.  In exchange  for these debt
assumptions GS CleanTech issued convertible  debentures  totaling  $3,500,000 to
these parties.  As of December 31, 2006,  $311,523 of these  debentures were not
converted.  A breakdown of these  transactions  in the six months ended June 30,
2007 is described below.

SERENITY CAPITAL

In  February  2006 GS  CleanTech  issued a  $500,000  convertible  debenture  to
Serenity  Capital,  LLC  (Serenity)  in exchange for  Serenity's  assumption  of
$500,000 in debt.  The debenture is convertible at the lesser of $0.02 or 80% of
the average  closing  market price of GS  CleanTech's  common stock prior to the
date of  conversion.  A note discount of $500,000 and a derivative  liability of
$1,672,500 were recorded at the assumption  date.  During the year 2006 Serenity
effected  conversions  totaling $288,477 into a total of 14,423,880 shares of GS
CleanTech's  common  stock.  During the year ended 2006  interest  expense  from
accretion  of the debt  discount  was  $464,465  and the gain on the fair market
value of the derivative  liability was $1,401,372.  As of December 31, 2006, the
principal  amount due on the  debenture  was  $211,523.  During the three months
ended March 31, 2007,  interest  expense from accretion of the debt discount was
$35,535  and  gain on the fair  market  value of the  derivative  liability  was
$271,128.  In March 2007, the remaining principal on the debenture was converted
into 10,576,120 shares of common stock.

CYRUS CAPITAL

In February 2006 GS CleanTech issued a $500,000  convertible  debenture to Cyrus
Capital, LLC (Cyrus) in exchange for Cyrus's assumption of $500,000 in debt. The
debenture is  convertible  at the lesser of $0.02 or 80% of the average  closing
market price of GS CleanTech's common stock prior to the date of conversion. A

                                       13
<PAGE>

note discount of $500,000 and a derivative liability of $1,672,000 were recorded
at the  assumption  date.  During  the year  2006,  Cyrus  effected  conversions
totaling  $400,000  into a total of 20,000,000  shares of GS CleanTech's  common
stock.  As of December  31,  2006,  principal  amount due on the  debenture  was
$100,000.  Interest is accrued at a rate of 5% on the principal  balance.  As of
December 31, 2006,  $4,644 of interest is accrued on this debenture.  During the
three months ended March 31, 2007,  interest  expense from accretion of the debt
discount  was  $31,350  and gain on the  fair  market  value  of the  derivative
liability was $128,188.  In March 2007, the remaining principal on the debenture
was converted into 5,000,000 shares of Common Stock.  Cyrus is owned by a family
member of the Company's chairman.

TRANSACTIONS WITH CORNELL CAPITAL PARTNERS

On April 13, 2006,  Cornell Capital  Partners,  LP purchased from GS CleanTech a
Convertible Debenture in the amount of $4,400,000. GS CleanTech paid $440,000 in
deferred  finance  costs  and  $15,000  in  structuring  fees  as  part  of this
transaction.  The  conversion  price of the  Debenture is equal to the lesser of
$0.10 per share or 90% of the volume  weighted  average price of GS  CleanTech's
common stock for the thirty days preceding conversion.  Cornell will be entitled
to convert the Debenture on the basis of the conversion  price into GS CleanTech
common stock,  provided that Cornell cannot convert into shares that would cause
Cornell to own more than 4.99% of GS CleanTech's  outstanding  common stock. The
Debenture  bears  interest at 5% per annum.  Accrued  interest and the principal
amount are payable on April 1, 2009. GS CleanTech  may redeem the  debentures at
any time for an amount equal to 120% of the  outstanding  principal  and accrued
interest. GS CleanTech's obligations under the Debenture are secured by a pledge
of all of its  assets.  The  proceeds  of the  Debenture  may only be used by GS
CleanTech to support the deployment by GS CleanTech's  wholly owned  subsidiary,
GS Ethanol, Inc. ("Ethanol") of its various technologies, specifically including
GS Ethanol's Corn Oil Extraction and CO2 BioReactor technologies.  In connection
with the debenture the Company issued to Cornell a five year Warrant to purchase
7,500,000  common  shares at $0.10 per share,  a five year  Warrant to  purchase
7,500,000  common  shares at $0.15 per share,  a five year  Warrant to  purchase
15,000,000  common  shares at $0.20 per share,  a five year  Warrant to purchase
20,000,000 common shares at $0.25 per share. A note discount of $4,400,000 and a
derivative  liability of $14,958,108 were recorded at the assumption date. As of
June 30, 2007 the balance due for debentures due to Cornell Capital Partners, LP
was $4,400,000 and interest of $267,056 has been accrued.  During the six months
ended June 30, 2007,  interest  expense from  accretion of the debt discount was
$733,333  and gain on the fair  market  value of the  derivative  liability  was
$1,423,061.

On April 21, 2006 Cornell  Capital  Partners,  LP purchased  from Laurus  Master
Fund,  Ltd. the Secured  Minimum  Borrowing  Note and the Revolving Note that GS
CleanTech  issued to Laurus on March 31, 2004.  The  aggregate  debt,  including
accrued interest and penalties, was $2,193,047. Subsequently GS CleanTech agreed
with Cornell  Capital  Partners to amend the Revolving  Note such that its terms
are now identical to the Secured  Minimum  Borrowing  Note. The debenture  bears
interest at a rate of the prime  lending rate plus 5%. GS CleanTech  also agreed
to modify the conversion feature of the two Notes. The debentures,  as modified,
may be converted by Cornell  Capital  Partners into common stock at a conversion
rate equal to the lesser of (a) $0.10 per share or (b) 90% of the lowest  volume
weighted average price for the thirty trading days preceding conversion.  A note
discount of $2,193,047 and a derivative  liability of $18,444,715  were recorded
at the assumption date. As of June 30, 2007 the balance due for debenture due to
Cornell  Capital  Partners,  LP was  $969,444  and interest of $342,147 has been
accrued.  During the six months ended June 30, 2007, $699,900 was converted into
80,718,554  shares of Common Stock.  Interest expense from accretion of the debt
discount  was  $116,786  and gain on the  fair  market  value of the  derivative
liability was $217,407.

On July 1, 2006, GS CleanTech  assumed from GreenShift  Corporation  100% of the
outstanding  capital stock of  GreenWorks  Corporation,  the holding  company of
EnviroSciences of DE, and 100% of the outstanding  capital stock of GS CleanTech
Ventures,  Inc.  In exchange  for the shares in  GreenWorks  Corporation  and GS
CleanTech  Ventures,  GS  CleanTech  assumed  GreenShift's  obligation  under  a
convertible  debenture issued to Cornell Capital  Partners,  LP in the principal
amount of  $1,900,000.  GS  CleanTech  has also  agreed  to amend  the  Series D
Preferred Stock now held by

                                       14
<PAGE>

GreenShift to increase the portion of GS CleanTech's  equity  represented by the
Series D shares from 70% to 80%. The Debenture,  as assumed, is convertible into
GS  CleanTech's  common stock at the lesser of $0.10 per share or the average of
the three lowest closing  market prices of GS  CleanTech's  common stock for the
thirty days preceding  conversion  provided that the shareholder may not convert
any portion of its debentures  where such conversion would bring the shareholder
to greater than 4.95% of GS CleanTech's  outstanding common stock. The Debenture
bears interest at 5% per annum.  Accrued  interest and the principal  amount are
payable  on April 1,  2008.  A note  discount  of  $1,471,740  and a  derivative
liability of  $1,471,740  were recorded at the  assumption  date. As of June 30,
2007 the balance due for the debenture due to Cornell Capital  Partners,  LP was
$1,900,000 and interest of $95,000 has been accrued. During the six months ended
June 30, 2007, interest expense from accretion of the debt discount was $420,498
and gain on the fair market value of the derivative liability was $1,013,242.

TRANSACTIONS WITH KERNS MANUFACTURING

On February 28, 2007 GS CleanTech  entered into a  Stipulation  of Settlement to
settle the lawsuit titled "Kerns Manufacturing Corp. v. Veridium Corporation and
KBF Pollution  Management,  Inc.,  which was pending in the Supreme Court of the
State of New York  (County  of  Queens,  Index No.  19788/03).  Pursuant  to the
Stipulation,  GS CleanTech issued to Kerns Manufacturing Corp. (a) a Convertible
Debenture in the principal  amount of $500,000 that is due on March 31, 2007 and
(b) a Convertible Debenture in the principal amount of $1,000,000 that is due on
June 30, 2007.  Each  Debenture may be converted by its holder into common stock
of GS  CleanTech at a price equal to 90% of the average of the last trade prices
for the common stock during the five days preceding conversion. The total shares
issued  upon  conversion,  however,  may not,  when added to other GS  CleanTech
shares  beneficially  owned  by  the  holder,  total  more  that  4.99%  of  the
outstanding  GS CleanTech  common  stock.  The  Stipulation  provides  that upon
satisfaction of all obligations under the Stipulation, the parties will exchange
mutual general releases.  If, however,  GS CleanTech  defaults in satisfying the
$500,000 and $1,000,000 debentures, then Kerns Manufacturing Corp. may cause the
action to be restored to the trial calendar of the New York Supreme  Court.  The
Company failed to pay the $1,000,000 principal due on June 30, 2007.  Therefore,
Kerns  Manufacturing  Corp.  has filed a motion for summary  judgment in lieu of
complaint in the Supreme Court of the State of New York, Queens County,  seeking
$1,000,000 in damages and ancillary relief (see note 24).

Kerns $0.5 Million Convertible Debenture

A note discount of $290,347 and a derivative liability of $290,347 were recorded
at the  assumption  date.  During the six months ended June 30,  2007,  interest
expense from  accretion  of the debt  discount was $290,347 and gain on the fair
market value of the derivative liability was $290,437. In April 2007, the entire
principal  balance on this  debenture was converted  into  29,513,375  shares of
common stock.

Kerns $1.0 Million Convertible Debenture

A note discount of $580,694 and a derivative liability of $580,694 were recorded
at the  assumption  date.  During the six months ended June 30,  2007,  interest
expense from  accretion  of the debt  discount was $580,694 and loss on the fair
market value of the derivative liability was $472,935.  As of June 30, 2007, the
principal  balance on this  debenture  was  $1,000,000.  This  debenture  was in
default as of June 30, 2007.

RELATED PARTY CONVERTIBLE NOTE


During  2005,  GS  CleanTech   Corporation  borrowed  $280,196  from  GreenShift
Corporation  in the form of a convertible  promissory  note at a rate of 8%. The
note was due on September 30, 2006. Based on the terms of the conversion option,
the debt was determined to contain a beneficial conversion feature,  recorded as
a discount on the debt of $20,165,  amortizable over the term of the debt. As of
June 30, 2007, the debt discount is fully amortized.  The following is a summary
of GS CleanTech's convertible debentures as of June 30, 3007:

Current portion of convertible debentures:

     Convertible debenture - GreenShift Corporation ...   $   280,196
     Cornell Capital, prime & 5%, due March 2007 ......       969,444
     Kerns Manufacturing, due June 2007 ...............     1,000,000
     Cornell Capital, 5%, due March 2008 ..............     1,900,000
     Less note discounts ..............................      (630,745)
                                                          -----------
Total current portion of
  convertible debentures ..............................   $ 3,518,895
                                                          -----------

Convertible debt, net of current portion:

     Cornell Capital, 5%, due March 2009 ..............   $ 4,400,000
     Less: debt discount ..............................    (2,566,667)
                                                          -----------
Total convertible debentures, net of current maturities     1,833,333

Total convertible debentures, net of discount .........   $ 5,352,228
                                                          ===========

                                       15

<PAGE>

The  following  chart  is  presented  to  assist  the  reader  in  analyzing  GS
CleanTech's  ability to fulfill its convertible  debenture  requirements of June
30, 2007 and GS CleanTech's ability to meet such obligations:

Year             Amount
2007-2008 ..   $4,149,640
2008-2009 ..    4,400,000
               ----------
       Total   $8,549,640
               ==========

14        EMBEDDED DERIVATIVES

In accordance with of SFAS No. 133,  "Accounting for Derivative  Instruments and
Hedging  Activities"  and  EITF  00-19  "Accounting  for  Derivative   Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
conversion  features  associated with the convertible  debentures (see note 10 -
Convertible  Debentures)  are variable and contain an embedded  derivative  that
requires bifurcation from their hosts contacts.  GS CleanTech has recognized the
embedded  derivatives  as a liability  at the date the  debentures  were issued.
During the six months ended June 30,  2007,  the change in the fair value of the
derivative  resulted in an accounting  gain of $2,879,218.  Amortization  of the
debt discount totaled  $2,208,543.  The unamortized portion of the debt discount
related to the derivatives was $3,197,412 at June 30, 2007. As of June 30, 2007,
the fair value of the derivative liabilities was $4,533,864

15        COMMITMENTS AND CONTINGENCIES

FACILITIES

GS  CleanTech's  corporate  headquarters  is located in New York,  New York,  in
offices  provided by GreenShift  Corporation.  There is no lease associated with
this location.  GS Ethanol maintains its engineering and manufacturing  services
in Alpharetta,  Georgia. The Alpharetta lease is a one year term with a one year
option for renewal.  The monthly  lease  payment is $2,550 per month and expires
December 31, 2007. GS EnviroServices  leases properties in Sandwich and Milford,
Massachusetts  which houses our field  services  operations  and  administrative
offices. The lease in Sandwich,  Massachusetts terminates in July of 2009 with a
five year  option for  renewal.  The  monthly  lease  payment  for the  Sandwich
location is $1,575 per month. The lease in Milford,  Massachusetts terminates in
June 2010.  The monthly  lease  payment  for the Milford  location is $1,800 per
month.  GS  EnviroServices  recently  added  a new  field  service  location  in
Smithfield,  Rhode  Island.  The monthly  lease for the  Smithfield  location is
$2,500 per month and terminates in June 2008.  Additionally,  GS  EnviroServices
leases  office space in  Plainville,  Connecticut,  which  houses our  technical
services group. The Plainville, Connecticut lease terminated in June of 2007 and
is on a month to month  basis.  The monthly  lease  payment  for the  Plainville
location  is $2,726  per  month.  GS  EnviroServices  owns  property  in Lowell,
Massachusetts,  the  location  of our  RCRA  permitted  Treatment,  Storage  and
Disposal Facility (TSDF). The lease obligations are as follows:

Year                        Operating Leases
-----                       ----------------
2007                          $ 50,550
2008                            55,500
2009                            29,475
2010                            10,800
                               --------
Total minimum lease payments   $146,325
                               ========

OTHER CONTINGENCIES

GS EnviroServices is subject to various regulatory  requirements,  including the
procurement of requisite licenses and permits at its facilities.  These licenses
and permits without which the Company's  operations would be adversely  affected
are subject to periodic renewal. The Company anticipates that, once a license or
permit is issued  with  respect to a  facility,  the  license or permit  will be
renewed at the end of its term if the  facility's  operations  are in compliance
with the applicable regulatory requirements.

GS EnviroServices  owns property in Lowell,  Massachusetts,  the location of our
RCRA  permitted  Treatment,  Storage  and  Disposal  Facility  (TSDF).  Per  the
requirements  of the permit  associated  with the operation of this facility,  a
third party

                                       16
<PAGE>

evaluation is conducted on a yearly basis to evaluate the costs  associated with
the retirement of this asset.  Per the outcome of this  evaluation,  $90,000 has
been  placed  in a trust  with the  Massachusetts  Department  of  Environmental
Protection  listed as beneficiary.  The Company has included the $90,000 in this
trust as part of deposits in other assets.

GS EnviroServices currently has $50,000 held in an escrow account pending review
of  possible  expansion  activities.  The  $50,000  is  refundable  and has been
included in deposits on the balance sheet.

Under  GS  EnviroServices's   insurance  programs,   coverage  is  obtained  for
catastrophic  exposures, as well as those risks required to be insured by law or
contract.  The  deductible  per  occurrence  for  environmental  impairments  is
$25,000.  Environmental  liability  insurance is carried  with policy  limits of
$1,000,000 per occurrence and $2,000,000 aggregate.

In February 2007, GS EnviroServices received a notice from the state of New York
Department  of  Environmental   Conservation   that  it  may  be  a  Potentially
Responsible Party in connection with the mandatory  clean-up of a treatment site
maintained  by  Frontier  Chemical,  to whom the Company  transferred  hazardous
materials in the past. The Company is investigating the matter.  However,  as of
June 30, 2007,  liability has not been  ascertained and amount of loss cannot be
reasonably  estimated.  Therefore,  the  Company has made no  allowance  for any
financial responsibility at this time.

On  February  28,  2007 GS  CleanTech  issued  to Kerns  Manufacturing  Corp.  a
Convertible  Debenture in the principal  amount of $1,000,000 in settlement of a
pending legal action. The Convertible Debenture was payable on June 30, 2007 and
did not bear interest.  It is convertible  into common stock of the Company at a
conversion  rate equal to 90% of the average of the  closing  price for the five
trading days preceding  conversion.  The Company failed to pay the principal due
on June 30, 2007.  Therefore,  Kerns  Manufacturing Corp. has filed a motion for
summary  judgment in lieu of complaint in the Supreme  Court of the State of New
York,  Queens County,  seeking  $1,000,000 in damages and ancillary  relief (see
note 24).

16       GUARANTEE AGREEMENT

On October 31, 2006 GS CleanTech guaranteed the following obligations:

     o    14-month  Term Note in the principal  amount of  $6,000,000  issued by
          NextGen Acquisition, Inc., to Stillwater Asset-Backed Fund, LP;

     o    3-year  Secured  Convertible  Debenture  in the  principal  amount  of
          $13,000,000  issued by GS  AgriFuels  Corporation  to Cornell  Capital
          Partners, LP.

GS CleanTech's  guaranty was secured by a pledge of all its assets. GS AgriFuels
Corporation  is a subsidiary of  GreenShift  Corporation.  NextGen  Acquisition,
Inc., is a subsidiary of GS AgriFuels Corporation.

On March 19, 2007,  Cornell  Capital  Partners,  LP and Stillwater  Asset-Backed
Fund,  LP consented to  subordinate  their  security  interests in the assets of
Enviro-Safe  Corporation and Enviro-Safe  Corporation  (NE) to a credit facility
with a bank which was executed on May 31, 2007.

17       SEGMENT INFORMATION

GS CleanTech currently operates three business segments:  Environmental Services
(GS   EnviroServices),   Process   Engineering  (GS  Ethanol),   and  Technology
Development (GS CleanTech Ventures). Summarized financial information about each
segment is as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
             Corporate   Environmental      Process       Technology      Total
                            Services      Engineering     Development
--------------------------------------------------------------------------------
For the three months ended 6/30/2007:

Revenue
<S>         <C>           <C>              <C>           <C>          <C>
2007           --         4,081,198          66,769            --     $  4,147,967
2006           --         3,586,550         116,992            --        3,703,542

Operating Income (loss)
2007        (55,630)        160,902        (607,046)           --         (501,774)
2006       (348,299)        (10,987)       (369,779)           --         (729,065)

                                       17
<PAGE>

For the six months ended 6/30/2007:

Revenue
2007           --         7,300,207         137,938            --        7,439,145
2006           --         6,686,152         192,315            --        6,882,467

Operating Income (loss)
2007       (135,809)        275,047      (1,188,374)           --       (1,049,136)
2006     (2,207,971)       (165,575)       (677,070)           --       (3,050,616)

Total Assets
2007      4,962,554       9,221,690       3,891,129       1,110,223     19,185,596
2006      4,431,328       8,420,696       4,509,215       1,936,667     19,297,906
</TABLE>

Assets of discontinued operations of $7,500 and $1,803,694 for the periods ended
June 30, 2007 and 2006 respectively have been excluded from the above segment
reporting.

18        MINORITY INTEREST

In 2003, GS CleanTech's  American Metals  Recovery,  Corp.  ("AMRC")  subsidiary
issued the Subsidiary  Preferred Equity, with a par value of $0.001.  Subsidiary
Preferred Equity holders were to receive a quarterly dividend ranging from 3% to
5% of AMRC's annualized revenue, limited to 30% of AMRC's operating income. AMRC
failed to generate  operating  income in 2006 and 2005;  therefore  no dividends
were payable in December  2006 and 2005.  The shares could not be  liquidated or
transferred.  Shares of  Subsidiary  Preferred  Equity could be  converted  into
shares of GS CleanTech at the holder's option at fixed conversion price based on
average  closing  price for the 60 day  trading  period  prior to April 2, 1999.
There was no expiration date associated with the conversion  option. In December
2004,  $100,000 of the Minority Interest was converted into 500,000 shares of GS
CleanTech's common stock and a five-year option to purchase 250,000 shares of GS
CleanTech's  common stock at $0.10 per share.  In February 2006,  $50,000 of the
Minority Interest was converted into $1,666,667 shares of GS CleanTech's  common
stock at $0.03 per share.

The remaining balance of the NWR debt totaling $775,000 is due to be converted
into 7,750,000 shares of GS CleanTech's common stock.

19       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following is a summary of supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
                                                                          2007        2006
                                                                       --------------------
Cash paid during the year for the following:
<S>                                                                     <C>        <C>
    Interest ........................................................   $ 20,862   $ 21,548
    Income taxes ....................................................       --         --
                                                                        --------   --------
           Total ....................................................     20,862     21,548
                                                                        ========   ========
Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Acquisition of equipment and/or vehicles with long-term debt ...    266,978     43,527
                                                                        --------   --------
           Total ....................................................   $852,134   $ 43,527
                                                                        ========   ========
</TABLE>

20                RETIREMENT PLAN

GS EnviroServices  maintains a retirement plan pursuant to Section 401(k) of the
Internal Revenue Code for its employees.  The Company currently does not provide
a matching contribution.

21         RELATED PARTY TRANSACTIONS

In June 2007,  GS  CleanTech  sold its 3%  investment  in General  Hydrogen  for
$135,223.  GS CleanTech realized a $364,777 loss on the sale of this investment.
The Company's parent received  $110,233 of proceed and $25,000 by GS Carbon,  an
affiliate of the Company.  GS CleanTech recorded a note receivable in the amount
of $110,223 from the Company's parent and $25,000 from GS Carbon.

                                       18
<PAGE>

During the periods ended June 30, 2007 and June 30, 2006, GS EnviroServices  had
revenues of $32,420 and $4,000 respectively with affiliates. During the year the
Company's  parent paid  approximately  $1,166,883  cash for the  Company's  debt
obligations.  As of June 30,  2007,  the total loan  balance  due to  GreenShift
Corporation  was  $2,813,319  with  $2,304,873  currently  due and  $508,446 due
December 31, 2008. The note bears interest at a rate of 8%.

During the six months  ended June 30,  2007,  GS Ethanol  borrowed  $30,000 from
David Winsness,  the Company's Chief Executive Officer. The note is non interest
bearing and payable upon demand.  GS Ethanol also borrowed $100,000 from Candent
Corporation.  Candent  Corporation  is owned by a  relative  of Kevin  Kreisler,
Chairman and Chief Financial Officer of GS CleanTech.

During the six months ended June 30, 2007, GS  EnviroServices  paid $4,952 to R.
Green  Management  for  services,  a company owned and operated by a relative of
James F. Green, President and CEO of GS EnviroServices.

22       INCOME TAXES

The Company  provides  for income  taxes using the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  GS  EnviroServices  is not
consolidated with GS CleanTech for tax purposes.

The  components  of the  provision for income taxes as of June 30, 2007 and 2006
were as follows:

               2007      2006
             -----------------
Current ..   $74,416   $ 4,309
Deferred .    10,804      --
             -------   -------
     Total   $85,220   $ 4,309
             =======   =======

The Company's total deferred taxes asset and valuation  allowance as of June 30,
2007 are as follows:

NOL carry forwards ...........................................   $ 6,786,000
Differences in financial statement and tax accounting for:
Allowance for doubtful accounts receivable ...................        43,260
Property, equipment and intangible assets ....................       (36,607)
                                                                 -----------
     Net deferred tax asset ..................................     6,792,653
                                                                 -----------

Less valuation allowance .....................................    (6,749,393)
                                                                 -----------
          Total deferred tax asset, net of valuation allowance   $    43,260
                                                                 ===========


Allowance for doubtful accounts receivable ...................   $    43,260
                                                                 -----------
Property, equipment and intangible assets ....................       (36,607)
                                                                 -----------
Total deferred tax asset .....................................         6,653
Less valuation allowance .....................................        36,607
                                                                 -----------
          Total deferred tax asset, net ......................   $    43,260
                                                                 ===========

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in

                                       19
<PAGE>

which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning  strategies in making this assessment.  Based upon the level of
historical  taxable  income and  projections  for future taxable income over the
periods in which the deferred tax assets are deductible,  management believes it
is more  likely  than not that the Company  will  realize the  benefits of these
deductible  differences.  The  amount  of  the  deferred  tax  asset  considered
realizable,  however,  could be reduced in the near term if  estimates of future
taxable income during the carry forward period are reduced.

23         ACQUISITIONS

GS CleanTech follows SFAS No. 141, "Business Combinations." Under this standard,
business  acquisitions  are accounted for under the purchase method and goodwill
represents the excess of the purchase price of a business  acquisition  over the
fair market  value of the net assets  acquired at the date of  acquisition.  The
statement also requires the recognition of acquired intangible assets apart from
goodwill if it arises from contractual and other legal rights.  If an intangible
does not arise from contractual or other legal rights, it shall be recognized as
an asset apart from goodwill only if it is capable of being separated or divided
from the acquired entity and sold, transferred, licensed, rented, or exchanged.

REVERSE MERGER - TDS (TELEMEDICINE), INC

On March 19, 2007, GS  EnviroServices,  Inc. and its wholly owned  subsidiaries,
Enviro-Safe   Corporation  and  Enviro-Safe   Corporation   (NE)  (f/k/a/  Jones
Environmental  Services  (NE) Inc.) entered into an Agreement and Plan of Merger
and  Reorganization   ("Merger")  with  TDS  (Telemedicine),   a  publicly  held
corporation.  Pursuant  to the  Agreement,  19,000,000  shares of the  Company's
common  stock were issued to GS  CleanTech  in exchange  for the  purchase of GS
EnviroServices  and its  subsidiaries.  The individuals who were shareholders of
TDS (Telemedicine), Inc. prior to the Merger retained 4,000,000 shares of common
stock  in  the  public  company.   The  Merger  has  been  accounted  for  as  a
reorganization of entities under common control.

The  above   transaction   has  been   accounted   for  as  a   reverse   merger
(recapitalization)  with GS  EnviroServices,  Inc.  being deemed the  accounting
acquirer  and  TDS   (Telemedicine)   Inc.  being  deemed  the  legal  acquirer.
Accordingly,  the historical  financial  information  presented in the financial
statements is that of GS EnviroServices,  Inc. as adjusted to give effect to any
difference in the par value of the issuer's and the accounting  acquirer's stock
with an offset to  additional  paid in  capital.  The  basis of the  assets  and
liabilities  of  GS  EnviroServices,   Inc.  and  subsidiaries,  the  accounting
acquirer, has been carried over in the recapitalization.

On  May  25,  2007,  GS  EnviroServices  completed  the  reincorporation  of TDS
(Telemedicine)  Inc. by  changing  its state of  incorporation  from New York to
Delaware.  Under the Merger Agreement,  the Corporation merged with and into its
subsidiary, GS EnviroServices, Inc., a Delaware Corporation. As of May 25, 2007,
the New York  Corporation has ceased to exist and the Delaware  Corporation will
continue  to  operate  the New York  Corporation's  business  under the name "GS
EnviroServices, Inc."

ACQUISITION - VERTEX ENVIRONMENTAL SERVICES, INC.

On April 9, 2007,  GS  EnviroServices  acquired  certain  assets of the Remedial
Construction  Group of Vertex  Environmental  Services,  Inc.  The  Company  has
incorporated  this team of professionals  with the field service division of the
Company's subsidiary Enviro-Safe Corporation. With this acquisition, the Company
will expand  operations  into the  southern  New  England  area with a new Rhode
Island  facility.  We  believe  this  acquisition  will  enhance  and expand our
business with minimal  capital outlay.  This expansion of our existing  services
through this  strategic  acquisition  will  generate  incremental  revenues from
existing and new  customers.  Operations  of this  acquisition  from the date of
acquisition  through June 2007 have been included in the Company's  consolidated
statement of  operations.  The final  allocation of the purchase  price over the
fixed assets has not been  determined as of June 30, 2007.  The following  table
summarizes the acquisition detailed above:

Cash paid directly to seller from Line of Credit ....   $387,000
     Cash paid directly to seller ...................     43,000
     Closing costs ..................................     17,842
                                                        --------
     Total purchase cost ............................   $447,842
                                                        ========

Allocation of purchase price:
     Tools and equipment ............................   $ 26,826
     Excess purchase price over fixed assets acquired    421,016
                                                        --------
          Total assets acquired .....................   $447,842
                                                        ========
                                       20

<PAGE>

24       SUBSEQUENT EVENTS

On February  28,  2007,  GS  CleanTech  issued to Kerns  Manufacturing  Corp.  a
Convertible  Debenture in the principal  amount of $1,000,000 in settlement of a
pending legal action. The Convertible Debenture was payable on June 30, 2007 and
did not bear interest.  It is convertible  into common stock of the Company at a
conversion  rate equal to 90% of the average of the  closing  price for the five
trading days preceding conversion.  GS CleanTech failed to pay the principal due
on June 30, 2007.  Therefore,  Kerns  Manufacturing Corp. has filed a motion for
summary  judgment in lieu of complaint in the Supreme  Court of the State of New
York, Queens County, seeking $1,000,000 in damages and ancillary relief.

Effective  July 1, 2007,  GS CleanTech  acquired 100% of the capital stock of GS
Carbon  Trading,  Inc., and its holdings in Sterling  Planet,  Inc.,  TerraPass,
Inc.,  Air  Cycle  Corporation,  General  Ultrasonics  Corporation  and  General
Carbonics  Corporation,  in return for the  assumption  by GS  CleanTech  of One
Million One Hundred Twenty Five Thousand ($1,125,000) in convertible debt due to
Cornell Capital Partners, LP.

During July 2007, the Company  liquidated its holdings in Air Cycle  Corporation
and  Ovation   Products   Corporation   for   $335,000  and  $945,000  in  cash,
respectively, and the Company sold 80% of its stake in TerraPass for $326,000 in
cash. The Company's chairman resigned from the director posts previously held at
Air Cycle and TerraPass at the time of each closing.

In addition,  the Company converted the substantial  majority of its investments
in General Ultrasonics Corporation, H2 Energy Solutions, Inc., General Carbonics
Corporation and Aerogel Composite,  Inc. into senior secured demand notes in the
amounts of $1,574,191 (plus accretion clause), $261,327, $191,427(plus accretion
clause), and $500,000,  respectively (the Company had previously written off its
initial  investment in Aerogel  Composite during 2006). The Company continues to
own 1,000 shares in each of General  Ultrasonics,  H2 Energy Solutions,  General
Carbonics and Aerogel  Composite.  The Company's chairman also resigned from the
officer and  director  posts  previously  held at General  Ultrasonics,  General
Carbonics  and H2 Energy  Solutions  and the director  post  previously  held at
Aerogel Composite.








                                       21
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

In  addition  to  historical   information,   this  Quarterly   Report  contains
forward-looking statements, which are generally identifiable by use of the words
"believes,"  "expects,"  "intends,"   "anticipates,"  "plans  to,"  "estimates,"
"projects," or similar expressions. These forward-looking statements are subject
to certain  risks and  uncertainties  that could cause actual  results to differ
materially from those  reflected in these  forward-looking  statements.  Factors
that might  cause such a  difference  include,  but are not  limited  to,  those
discussed  in the section  entitled  "Description  of  Business - Business  Risk
Factors".   Readers  are  cautioned  not  to  place  undue   reliance  on  these
forward-looking  statements,  which reflect management's opinions only as of the
date  hereof.  We  undertake  no  obligation  to revise or publicly  release the
results of any revision to these forward-looking statements

OVERVIEW

GS CleanTech  Corporation  provides applied  engineering and technology transfer
services  based on clean  technologies  and  process  innovations  that  make it
cost-effective and easy to recycle and reuse resources.

We focus on incremental  advances in  technologies  and business  practices that
enable  increased and  sustainable  profits on relatively  small  infrastructure
investments  by  enhancing   manufacturing   efficiencies,   improving  resource
utilization and minimizing waste. Our offerings include:

     o    Technology  Transfer - we provide our clients  with  innovative  clean
          technologies  for use at their  sites in return for  various  forms of
          license fees and royalties.

     o    Equipment  Sales - we provide our clients with  proprietary  equipment
          based on our  technologies  on the basis of rental,  lease or purchase
          terms.

     o    Process   Engineering   Services  -  we  provide  specialized  process
          engineering  services  bundled with our  technology  and/or  equipment
          sales.

GS Ethanol

Our efforts during 2006 were focused on implementing a go-to-market strategy for
commercialization  of our  corn  oil  extraction  technology.  These  activities
included: (a) securing agreements for the sale of early adopter installations of
our  technology  at targeted  qualified  clients;  (b) the  installation  of our
technology  at these  early  adopter  clients;  (c) the  roll-out of our current
technology  usage  program  where  our  clients  can use our  technology  for no
up-front cost; (d) the execution of term sheets and letters of intent with usage
clients to validate our business model and to facilitate  early-stage  financing
for our commercialization program; (e) the conversion of these letters of intent
into executed  agreements  for  deployments  of our  technology  under our usage
program;  and (f) the installation of our technology at our clients'  facilities
under our usage program.

While these activities accounted for only about 2% of our revenue during the six
months  ended June 30, 2007,  we have  executed a number of  agreements  for the
extraction  of more than 25  million  gallons  of corn oil for  conversion  into
biodiesel  fuel and we have  developed  a  significant  pipeline  for  potential
additional sales of our corn oil extraction systems.  Accordingly,  our revenues
can be expected to increase as a percentage of overall sales as we  successfully
deploy our technologies  under our executed  agreements during 2007 and 2008 and
if we are able to  successfully  convert  our sales  prospects  into  additional
technology  deployments.  We are currently deploying several of these extraction
systems and we began commissioning of the first of these systems in April 2007.

Our focus for much of 2007 will remain  resolved on delivering our  technologies
to the  ethanol  industry.  A key  aspect of our  go-to-market  strategy  in the
ethanol sector is to forge strategic partnerships to maximize market penetration
and to quicken the rate of penetration. As we achieve budgeted milestones in our
ethanol   program  we  intend  to  shift  our  focus  towards  the   extraction,
beneficiation  and  refining of other  co-products  and waste  products in other
agriproducts based industries,  the municipal waste processing  industry and the
power generation industry.

GS EnviroServices

GS EnviroServices Inc. (f/k/a TDS  (Telemedicine),  Inc.) owns the following two
operating subsidiaries: Enviro-Safe Corporation and Enviro-Safe Corporation (NE)
(f/k/a  Jones  Environmental  Services  (NE),  Inc.),  hereinafter  referred  to
collectively as Enviro-Safe or the "Company".  These companies are environmental
management  companies  providing a variety of services to a broad client base in
both the  private  and  public  sectors.  We  conduct  business  throughout  the
northeastern region of the United States and our services include:

                                       22

<PAGE>

     o    Transportation  and Disposal Services - transportation,  distribution,
          recycling  and  disposal   services  specific  to  the  materials  and
          processes of our clients, for a wide range of industrial wastes.

     o    Field  Services -  remedial,  industrial  cleaning  and other  related
          services for our clients at their sites and facilities.

GS EnviroServices  provides a variety of services to a broad client base in both
the  private  and  public   sectors.   Our  services   include   collection  and
transportation  of  industrial  wastes  and site  remediation.  We  provide  our
services and manage our business through two major divisions: Transportation and
Disposal  Services  and Field  Services.  As of June 30, 2007 we operated out of
five service centers:  our Resource  Conservation and Recovery Act (RCRA) Part B
permitted TSDF in Lowell, Massachusetts; our field service operations centers in
Sandwich  and Milford,  Massachusetts  and  Smithfield,  Rhode  Island;  and our
technical and field service center in Plainville, Connecticut.

Enviro-Safe  is one of the  leading  providers  of safe,  environmentally  sound
hazardous waste management services in New England.  Quality field personnel and
flexible  service are the reasons for the growth of Enviro-Safe.  We now deliver
the following full range of services:

          o    FACILITIES. We operate a TSDF where we collect, temporarily store
               and transport the waste to final recycling, treatment or disposal
               destinations.  The material  collected at the TSDF is disposed of
               at third party  incineration,  landfill or  wastewater  treatment
               facilities. Waste types processed or transferred in drums or bulk
               quantities include:
               o    Flammables, combustibles and other organics;
               o    Acids and caustics;
               o    Cyanides and sulfides;
               o    Items  containing  PCBs,  such as utility  transformers  and
                    electrical light ballasts;
               o    Solids and sludge;
               o    Other regulated wastes; and
               o    Non-hazardous industrial waste.

          o    LAB  PACK  SERVICES.   Enviro-Safe  provides  all  the  resources
               necessary to safely package,  remove and dispose of aged chemical
               inventories,  expired, surplus or waste chemicals, reactives, and
               laboratory  waste.  Enviro-Safe  personnel  identify and classify
               different wastes and prepare a custom waste management program to
               meet the needs of its clients. Enviro-Safe's highly qualified and
               degreed  chemists  will process all waste  according to DOT, EPA,
               and disposal facility  requirements.  Acceptable waste is shipped
               to our  Part-B  permitted  TSD  facility  in  Lowell,  MA.  After
               processing,  the waste is transported  for final disposal  and/or
               treatment to an Enviro-Safe approved hazardous waste facility.

          o    HOUSEHOLD  HAZARDOUS  WASTE.  Enviro-Safe is one of New England's
               largest  organizations   committed  to  effective  management  of
               household  hazardous  wastes.   Enviro-Safe  performed  over  150
               collection  programs  over  the past  four  years  and  currently
               operates  three  permanent  collection  centers  in New  England.
               Enviro-Safe's  program  emphasizes  working with  communities  to
               design a program  that will meet  individual  needs.  Our project
               managers visit each site to ensure that the site is set up in the
               safest and most efficient design possible.  Traffic flow patterns
               are  developed  to  decrease   waiting  time  for   participants.
               Enviro-Safe's  program focuses on providing cost effective,  safe
               and  efficient  collection  programs.  Waste is  consolidated  to
               reduce the number of drums for disposal.

          o    REMEDIATION   SERVICES.   Enviro-Safe   Field   Services   offers
               comprehensive   environmental  contracting  services  to  a  wide
               variety of clients within the commercial, industrial, engineering
               and  municipal  markets.  Our key senior staff is able to provide
               accurate and reliable  information to our clients from the design
               phase of a project through completion. Enviro-Safe's expertise in
               Field Services enables us to formulate  cost-effective  solutions
               for our clients while completing projects safely and compliantly.
               Our services include:

                                       23
<PAGE>

               o    Remediation Construction
               o    PCB Management & Disposal
               o    Petroleum Equipment Construction
               o    Environmental Construction

          o    ENGINEERING AND CONSULTING SERVICES. Enviro-Safe provides a range
               of engineering and consulting services in compliance with federal
               and state waste site cleanup laws and regulations.  Our licensed,
               experienced  engineers  and  technicians  provide  a  variety  of
               services to our clients including:

               o    Site Assessment;
               o    Soil and Groundwater Remediation ;
               o    LSP Services;
               o    Phase I and II Site Assessments;
               o    RCRA Reporting;
               o    Emergency response;
               o    Tank cleaning and removal;
               o    Vacuum services;
               o    Environmental remediation; and
               o    Asbestos abatement.

BUSINESS 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 accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue  as a going  concern.  As of June 30, 2007 the
Company had $101,607 in cash, and current liabilities exceeded current assets by
$12.3 million  including $4.5 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 could cause the market  price of our common stock to fall,  and may
have dilutive and other effects on our existing stockholders.

As of June 30, 2007, the conversion of GS  CleanTech's  outstanding  convertible
debentures,  and the  exercise of our  outstanding  warrants  and options  could
result in the issuance of up to 295,889,109 shares of common stock, assuming all
outstanding  warrants and options are currently  exercisable.  Potential  future
dilutive   securities  include  50,000,000  shares  issuable  under  outstanding
warrants, 49,818,973 in outstanding options, and 196,070,136 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.

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.

                                       24
<PAGE>

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 on 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.

Acquisitions are a component of the Company's growth strategy.  Accordingly, the
Company's  performance  will  be  impacted  by its  ability  to  integrate  such
acquisitions  into the  Company's  existing  business.  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.

                                       25
<PAGE>

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.

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 70% of
our outstanding  common stock after  conversion.  GreenShift is entitled to cast
votes at a  shareholders  meeting  or by written  consent  that equal 70% 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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2007 VERSUS THE THREE MONTHS ENDED JUNE 30, 2006

REVENUES

Total  revenues  were $4.1 million for the three months ended June 30, 2007,  an
increase of $0.4  million,  or 10.9% over 2006  revenues of $3.7  million.  This
increase is due to our expansion efforts in field services.

COST OF REVENUES

Cost of revenues for the three months ended June 30, 2007 were $2.9 million or
69.4% of revenue, as compared to $2.8 million, or 75.7% of revenue in 2006. The
increase in cost of revenues is directly related to the increase in revenue.

SELLING, GENERAL AND ADIMISTRATIVE EXPENSES

Selling,  general and administrative  (SG&A) expenses for the three months ended
June 30,  2007  were $1.8  million  or 43.9% of  revenue,  as  compared  to $1.7
million,  or 46.0% of revenue in 2006.  SG&A expenses for the three months ended
June 30, 2007 and 2006 include $111,858 and $75,000 of stock based  compensation
respectively

DEPRECIATION AND AMORTIZATION

Depreciation and amortization  expenses for the three months ended June 30, 2007
were $77,675,  or 1.9% of revenue, as compared to $58,078, or 1.6% of revenue in
2006.
                                       26
<PAGE>

INTEREST EXPENSE

Interest expense for the three months ended June 30, 2007 was $227,345,  or 5.5%
of revenue, as compared to $175,656, or 4.8% of revenue in 2006. For the periods
ended June 30, 2007 and 2006,  interest expense included $61,530 and $45,697 due
to an  affiliate  of  the  Company.  Net of the  interest  due to an  affiliate,
interest expense has increased $36,036 over the periods presented.

NET INCOME

Our total net income  from  operations  before  provision  for tax for the three
months ended June 30, 2007, was $1.5 million or 37.3% of revenue, as compared to
a loss of $2.7 million (73.0) % of revenue in 2006.

SIX MONTHS ENDED JUNE 30, 2007 VERSUS THE SIX MONTHS ENDED JUNE 30, 2006

REVENUES

Total  revenues  were $7.4 million for the six months  ended June 30,  2007,  an
increase  of $0.6  million,  or 8.7% over 2006  revenues of $6.9  million.  This
increase is due to our expansion efforts in field services.

COST OF REVENUES

Cost of revenues  for the six months  ended June 30,  2007 were $5.2  million or
71.1% of revenue, as compared to $5.1 million, or 74.0% of revenue in 2006. This
percentage  drop is due to our  management's  efforts  to  execute  its plan for
success  and  continued  better   utilization  our  internal   resources.   This
internalization resulted in a reduction in subcontractor expense of 3.1% for the
six months ended June 30, 2007.

SELLING, GENERAL AND ADIMISTRATIVE EXPENSES

Selling,  general and  administrative  (SG&A)  expenses for the six months ended
June 30,  2007  were $3.3  million  or 44.6% of  revenue,  as  compared  to $4.8
million,  or 69.6% of revenue in 2006.  SG&A  expenses  for the six months ended
June  30,  2007  and  2006  include  $450,019  and  $1,670,000  of  stock  based
compensation  respectively.  In addition, during the six months ended June 2006,
general and  administrative  expenses include  $148,000 in  non-recurring  costs
associated with management fees due to an affiliate of the Company.

DEPRECIATION AND AMORTIZATION

Depreciation  and  amortization  expenses for the six months ended June 30, 2007
were $144,055,  or 1.9% of revenue, as compared to $115,012,  or 1.5% of revenue
in 2006.

INTEREST EXPENSE

Interest expense for the six months ended June 30, 2007 was $556,646, or 7.4% of
revenue,  as compared to $207,170,  or 3.0% of revenue in 2006.  For the periods
ended June 30, 2007 and 2006, interest expense included $116,610 and $84,360 due
to an  affiliate  of  the  Company.  Net of the  interest  due to an  affiliate,
interest expense has increased $119,166 over the periods presented.

NET INCOME

Our total loss from continuing  operations  before provision for tax for the six
months ended June 30, 2007, was $1,346,453 or (18.1%) of revenue, as compared to
a loss of $6,749,614 (5.7) % of revenue in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating  activities used $763,266 of cash in 2007 as compared to
a $3,197,964 use of cash in 2006. The Company's process engineering  division GS
Ethanol, is a technology "start up" company which typically will have a negative
cash flow effect.  In addition,  during the first six months,  GS EnviroServices
improved  their cash flow over the first quarter with no additional use of cash.
The Company's capital  requirements consist of general working capital needs and
planned capital expenditures.  The Company's capital resources consist primarily
of cash  generated  from  operations.  At June 30,  2007 the Company had cash of
$101,607.  This  cash  represents  a  decrease  of  ($2,656,535)  from  the cash
available as of June 30, 2006.

CASH FLOWS FOR 2007

Non-cash  expenses  recorded  for the six  months  ended June 30,  2007  totaled
($2,361,804)  and  consisted  primarily  of $25,000 of Common  Stock  issuances,

                                       27
<PAGE>

$10,884 of deferred taxes, $144,055 of depreciation and amortization, $2,208,543
of  amortization  of  debt  discounts,  ($2,879,218)  change  in fair  value  of
derivative  instruments,  $75,833 of amortization of deferred  financing  costs,
$113,080 from a beneficial conversion feature,  ($2,494,946) gain on the sale of
a discontinued operation, and about ($21,461) in equipment disposal costs.

Accounts  receivable at June 30, 2007,  net of allowance for doubtful  accounts,
totaled $2.9 million, an increase of $0.3 million from the June 30, 2006 balance
of 2.6  million.  Accounts  payable at June 30, 2007  totaled  $2.9  million,  a
decrease of $0.5 million from the June 30, 2006 balance of $3.4 million. Accrued
expenses at June 30, 2007 totaled $1.4 million, as compared to the June 30, 2006
balance of $.9 million.

The Company had a negative working capital position of $12.4 as of June 30, 2007
as compared to a negative working capital position of $7.2M as of June 30, 2006.
The Company  experienced a gain before provision for tax of  approximately  $1.1
million during the six months ended June 30, 2007.

























                                       28


<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer  participated in
and  supervised  the  evaluation of our  disclosure  controls and procedures (as
defined in Rules 13(a)-15(e) and 15(d)-15(e)  under the Securities  Exchange Act
of 1934,  as amended  (the  "Exchange  Act"))  that are  designed to ensure that
information  required  to be  disclosed  by us in the  reports  that  we file is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our principal executive officer or officers and principal
financial officer, to allow timely decisions regarding required disclosure.  The
Company's chief executive officer and chief financial  officer  determined that,
as of the  end of  the  period  covered  by  this  report,  these  controls  and
procedures  are adequate and  effective in alerting  them in a timely  manner to
material  information  relating  to the  Company  required to be included in the
Company's periodic SEC filings.

There was no change in internal controls over financial reporting (as defined in
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified
in connection  with the  evaluation  described in the preceding  paragraph  that
occurred during the Company's second fiscal quarter that has materially affected
or is reasonably likely to materially affect the Company's internal control over
financial reporting.























                                       29

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From time to time during the six months ended June 30, 2007 GS CleanTech  issued
a total of 96,784,675  shares to Cornell Capital  Partners,  LP upon its partial
conversion of the Secured  Minimum  Borrowing  Note in the  aggregate  amount of
$1,132,703. The sales were exempt pursuant to Section 4(2) of the Securities Act
since the sales  were not made in a public  offering  and were made to an entity
whose principals had access to detailed  information about GS CleanTech and were
acquiring the shares for the entity's own account. There were no underwriters.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

On  February  28,  2007 the  Company  issued  to  Kerns  Manufacturing  Corp.  a
Convertible  Debenture in the  principal  amount of  $1,000,000.  The  principal
amount of the Debenture was payable on June 30, 2007.  The Company has defaulted
in making that payment.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The following are exhibits filed as part of the Company's Form 10-QSB for the
period ended June 30, 2007:

Exhibit Number    Description

     31.1 Certification  of Chief  Executive  Officer  pursuant to Exchange  Act
          Rules 13a-15(e) and 15d-15(e).

     31.2 Certification  of Chief  Financial  Officer  pursuant to Exchange  Act
          Rules 13a-15(e) and 15d-15(e).

     32.1 Certification of Chief Executive  Officer and Chief Financial  Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the date indicated.


GS CLEANTECH CORPORATION
By

              /S/       DAVID WINSNESS
              -----------------------------------
                        DAVID WINSNESS
                        Chief Executive Officer

Date:                   August 14, 2007

              /S/       KEVIN KREISLER
              -----------------------------------
                        KEVIN KREISLER
                        Chief Financial Officer


Date:                   August 14, 2007














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