Exhibit 3-a

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF

                            GS CLEANTECH CORPORATION

GS CleanTech  Corporation  (the  "Corporation"),  a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware ("GCL") does hereby certify:

FIRST:  That by written  consent in lieu of meeting dated December 18, 2006, the
Board of Directors of the  Corporation  duly adopted a resolution  setting forth
proposed  amendments of the  Certificate of  Incorporation  of the  Corporation,
declaring  said  amendments  to be advisable and calling for the approval of the
amendments  by the  stockholders.  The  resolution  setting  forth the  proposed
amendment is as follows:


     RESOLVED,  that the  Certificate of  Incorporation  of this  Corporation be
amended as follows:

     By  changing  Article V,  Section (a)  thereof so that,  as  amended,  said
Section V (a) shall be and read as follows:

(a)  Authorization. The total number of shares of all classes of stock which the
     Corporation  shall have  authority to issue is  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").

SECOND:  That  thereafter,  pursuant to  resolution  of the Board of  Directors,
stockholders of the Corporation  representing  the necessary number and class of
shares as required by statute,  acting by written  consent in lieu of meeting in
accordance  with  Section  228 of the GCL,  consented  to the  adoption  of said
amendments by signing the consent  setting forth said  amendments  and delivered
the signed  consent to the  Corporation  as required by the  provisions  of said
Section 228.

THIRD:  That said amendments were duly adopted in accordance with the provisions
of Section 242 of the GCL.


IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
this 21st day of February, 2007.

                              GS CLEANTECH CORPORATION

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