SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K
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              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO.: 0-50469



                          Date of Report: June 30, 2007





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


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


One Penn Plaza, Suite 1612, New York, NY                              10019
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(Address of principal executive offices)                              (Zip Code)


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





Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

__   Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

__   Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

__   Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

__   Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01     OTHER EVENTS

On  February  28,  2007 the  Company  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.   Kerns
Manufacturing Corp.  subsequently 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.







                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Dated:  August 6, 2007                      GS CLEANTECH CORPORATION

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