SECURITIES & EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 12b-25

                         Notification of Late Filing

                             GS CLEANTECH CORPORATION
                         -----------------------------
                        Commission File Number 0-50469

(Check one)
   [ ] Form 10-K and Form 10-KSB   [ ]  Form 11-K   [ ]   Form 20-F

   [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR [ ] Form N-CSR

       For the period ended:  September 30, 2006
                              ------------------


   [ ] Transition Report on Form 10-K and Form 10-KSB

   [ ] Transition Report on Form 20-F

   [ ] Transition Report on Form 11-K

   [ ] Transition Report on Form 10-Q and Form 10-QSB

   [ ] Transition Report on Form N-SAR

       For the transition period ended:
                                          -------------

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

  Full name of Registrant       GS CLEANTECH CORPORATION
                                -----------------------------------

  Former name, if applicable
                                ---------------------------

              One Penn Plaza, Suite 1612, New York, NY 10119
             ------------------------------------------------
                 Address of principal executive office

                                     PART II

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]


     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K 10-KSB,  20-F,  11-K,  Form N-SAR or Form N-CSR,  or portion
          thereof will be filed on or before the 15th calendar day following the
          prescribed  due date;  or the subject  quarterly  report or transition
          report on Form 10-Q,  10-QSB,or  portion  thereof  will be filed on or
          before the fifth calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                                    PART III
                                    NARRATIVE

GS CleanTech Corporation is unable to file its Quarterly Report on Form 10-QSB
within the required time because there was a delay in completing the adjustments
necessary to close its books for the quarter.

                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification:

                  Kevin Kreisler 212-994-5374

     (2)  Have all other periodic  reports required under Section 13 or 15(d) or
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed. Yes [X] No [ ]

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof. Yes [ ] No [X]

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                            GS CLEANTECH CORPORATION
               ----------------------------------------------
               Name of Registrant as Specified in its Charter

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  November 14, 2006                  By: /s/ Kevin Kreisler
                                        --------------------------
                                                Kevin Kreisler
                                                Chairman