UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
                 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
            SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                   Commission File No. 001-16207

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

One Penn Plaza, Suite 1612, New York, NY 10119                     212-994-5374
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       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                             Common Stock, $.0001 par value
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            (Title of each class of securities covered by this Form)


       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

      Rule 12g-4(a)(1)(i)  |X|     Rule 12h-3(b)(1)(i)  |_|
      Rule 12g-4(a)(1)(ii) |_|     Rule 12h-3(b)(1)(ii) |_|
      Rule 12g-4(a)(2)(i)  |_|     Rule 12h-3(b)(2)(i)  |_|
      Rule 12g-4(a)(2)(ii) |_|     Rule 12h-3(b)(2)(ii) |_|
                                   Rule 15d-6           |_|

     Approximate  number of holders of record as of the  certification or notice
date: 1

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, GS
AgriFuels Corporation has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

      Date: March 28, 2008     By: /s/ Kevin Kreisler
                               ------------------------------------------------
                                       Kevin Kreisler, Chief Executive Officer

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.