SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for use of the
Commission only
[x] Definitive Information Statement
GS CLEANTECH CORPORATION.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Price per unit or other underlying value of transaction pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
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4) Proposed maximum aggregate value of transaction:
...................................................................
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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GS CLEANTECH CORPORATION
ONE PENN PLAZA, SUITE 1612
NEW YORK, NY 10119
INFORMATION STATEMENT
To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that the holder of
shares representing a majority of the voting power of GS CleanTech Corporation
(the "Company") has given its written consent to a resolution adopted by the
Board of Directors of the Company to amend the articles of incorporation so as
to change the name of the company to "GreenShift Corporation". We anticipate
that this Information Statement will be mailed on January 11, 2008 to
shareholders of record. On or after January 31, 2008, the amendment of the
articles of incorporation will be filed with the Delaware Secretary of State and
will become effective.
Delaware corporation law permits holders of a majority of the voting power to
take shareholder action by written consent. Accordingly, the Company will not
hold a meeting of its shareholders to consider or vote upon the amendment of the
Company's certificate of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
January 11, 2008 Kevin Kreisler
Chairman and Chief Executive Officer
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this shareholder action
at the close of business on December 21, 2007 (the "Record Date"). On the Record
Date, the authorized voting stock consisted of:
(1) 500,000,000 shares of common stock, par value $0.001, each of which is
entitled to one vote. On the Record Date, there were 21,800,000 shares
of common stock issued, outstanding and entitled to vote.
(2) 750,000 shares of Series D Preferred Stock, par value $0.001. On the
Record Date, there were 750,000 shares of Series D preferred stock
issued, outstanding and entitled to vote. The voting power of the
outstanding shares of Series D preferred stock is equal to that of
83,200,000 common shares.
The following table sets forth the number of shares of voting stock beneficially
owned by each person who, as of the Record Date, owned beneficially more than 5%
of either class of the Company's voting stock, as well as the ownership of such
shares by each member of the Company's Board of Directors and the shares
beneficially owned by its officers and directors as a group.
Name and Address Amount and Nature of Percent of Class Percent of
of Beneficial Owner Beneficial Ownership Common Preferred Voting Power
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Kevin Kreisler (1) 750,000 Series D Preferred -- 100% 65.10%
c/o Viridis Capital, LLC
1 Penn Plaza, Suite 1612
New York, New York 10119
Current officers and directors750,000 Series D Preferred 0.21% 100% 65.31%
as a group (3 persons) 46,324 Common
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<FN>
(1) Represents shares owned by Viridis Capital, LLC, which company is
majority owned by Mr. Kreisler, the Company's chairman.
</FN>
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
Until December 2007 GreenShift Corporation owned the majority interest in GS
CleanTech Corporation. Recently, however, GreenShift transferred most of its
operating assets to GS CleanTech and distributed its shares in GS CleanTech to
its shareholders. For that reason, the Board of Directors of GS CleanTech
Corporation has adopted a resolution to change the name of the corporation from
GS CleanTech Corporation to "GreenShift Corporation" The holder of shares
representing a majority of the voting power of the Company's outstanding voting
stock has given its written consent to the resolution. Under Delaware
corporation law, the consent of the holders of a majority of the voting power is
effective as shareholders' approval. We will file an amendment with the
Secretary of State of Delaware to effect the name change, which will become
effective on or after January 31, 2008.
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights with
respect to any of the transactions described in this Information Statement.
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