<DOCUMENT>
<TYPE>15-12B
<SEQUENCE>1
<FILENAME>gsgffm15.txt
<TEXT>
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
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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.
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