December 6, 2007
Securities and Exchange Commission
100 F Street, N.E
Washington, DC 20549
Re: GS AgriFuels Corporation
Registration Statement on Form S-4 (File No. 333-144259)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, GS AgriFuels
Corporation hereby applies for withdrawal of the above-referenced Registration
Statement on Form S-4, which was initially filed with the Securities and
Exchange Commission on June 29, 2007.
The Registration Statement was filed in contemplation of a merger of GS Energy
Corporation with a wholly-owned subsidiary of GS AgriFuels Corporation, in which
common stock of GS AgriFuels Corporation would be issued to the shareholders of
GS Energy Corporation. However, the Boards of Directors of GS AgriFuels
Corporation and GS Energy Corporation have agreed to abandon the merger, and
have terminated the Merger Agreement. For that reason, GS AgriFuels Corporation
wishes to withdraw the Registration Statement. The Registration Statement has
not been declared effective, and none of the securities included in the
Registration Statement have been sold in connection with the offering.
Please provide, by fax, a copy of the order granting withdrawal of the
Registration Statement to our legal counsel, Robert Brantl (fax: 914-693-1807).
If you have any questions with regard to this application for withdrawal, please
contact Mr. Brantl at 914-693-3026.
GS AgriFuels Corporation
By: /s/ Tom Scozzafava
------------------------------------------------
Tom Scozzafava, Chief Executive Officer
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