SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
---------------------
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-50469
Date of Report: July 1, 2007
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, NY 10019
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 994-5374
--------------------------------------------------------------------------------
(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 2.01 COMPLETION OF ACQUISITION OF ASSETS
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On July 1, 2007 GS CleanTech acquired from GS Carbon Corporation all of the
capital stock of GS Carbon Trading, Inc. GS Carbon Trading owns minority
positions in the capital stock of Sterling Planet, Inc., Terra Pass, Inc., Air
Cycle Corporation, General Ultrasonics Corporation and General Carbonics
Corporation.
In exchange for the capital stock in GS Carbon Trading, GS CleanTech
assumed liability to Cornell Capital Partners under certain Convertible
Debentures in the principal amount of $1,125,000 issued by GS Carbon to Cornell
Capital Partners.
GS CleanTech is a subsidiary of GreenShift Corporation, which owned 85% of
the equity in GS Carbon until June 30, 2007. The assignment of debt described
above was a condition to the agreement under which GreenShift divested itself of
ownership of GS Carbon.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Assignment and Assumption Agreement dated July 1, 2007 among GS CleanTech
Corporation, GS Carbon Corporation and Cornell Capital Partners, L.P.
10-b Convertible Debenture dated February 2007 issued to Cornell Capital
Partners and assumed by GS CleanTech Corporation on July 1, 2007.
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 16, 2007 GS CLEANTECH CORPORATION
By: /s/ David Winsness
-----------------------------------
David Winsness
Chief Executive Officer
Copyright © 2007 QuoteMedia. All rights reserved. Terms of Use.
Market Data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.
