As filed with the Securities and Exchange Commission on September 20, 2007
                                                  Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GS ENERGY CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

      Delaware                                                  20-3148296
--------------------------------------------------------------------------------
 (State of Incorporation)                          (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        2007 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 KEVIN KREISLER
                              GS Energy Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 693-3026
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>               <C>                     <C>
     Common Stock,        525,000,000 shares        $0.0006           $315,000                $9.68
     $.001 par value
--------------------------------------------------------------------------------------------------------
<FN>

(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product resulting from multiplying  525,000,000
     shares by $0.0006,  the closing  price of shares of the Common Stock on the
     OTC Bulletin Board on September 18, 2007.
</FN>
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     GS Energy Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  GS Energy's  Annual Report on Form 10-KSB for the year ended  December
          31, 2006;

     (b)  GS Energy's  Quarterly  Report on Form  10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GS Energy's Quarterly Report on Form 10-QSB for the quarter ended June
          30, 2007;

     (d)  GS Energy's  Current Report on Form 8-K dated May 22, 2007 as filed on
          May 25, 2007;

     (e)  GS Energy's Current Report on Form 8-K dated June 22, 2007 as filed on
          June 25, 2007; and

     (f)  the   description   of  GS  Energy  Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     GS Energy is also incorporating by reference all documents  hereafter filed
by GS Energy pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

     Robert Brantl,  Esq., counsel to GS Energy, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of GS Energy.

Item 6.       Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.


<PAGE>

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.       Exemption from Registration Claimed.

     Not applicable.

Item 8.       Exhibits.

4.1  2007 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.


Item 9.       Undertakings.

              GS Energy hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and  controlling  persons of GS
Energy  pursuant to the provisions of the Delaware  General  Corporation  Law or
otherwise,  GS Energy has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification against such liabilities (other than the payment by GS Energy of
expenses  incurred or paid by a director,  officer or  controlling  person of GS
Energy in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  GS Energy  will,  unless in the  opinion  of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>

                               REOFFER PROSPECTUS

                              GS ENERGY CORPORATION
                       525,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control  persons of GS Energy  Corporation.  They acquired the shares
from GS Energy,  either as the  recipients  of grants of stock or by  exercising
stock options issued to them by GS Energy.

     The selling  shareholders  intend to sell the shares into the public market
from time to time. The shareholders will negotiate with the market makers for GS
Energy common stock to determine the prices for each sale. They expect each sale
price to be near to the market price at the time of the sale.

     GS Energy  common  stock is listed for  trading on the OTC  Bulletin  Board
under the trading symbol "GSEG.OB."

     Purchase of GS Energy common stock involves  substantial  risk.  Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                              GS Energy Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374



                The date of this prospectus is September 20, 2007


<PAGE>


                               TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-6-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-7-

                                  RISK FACTORS

     You should  carefully  consider the risks described below before buying our
common stock. If any of the risks described  below actually  occurs,  that event
could cause the trading price of our common stock to decline, and you could lose
all or part of your investment.

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

GS Energy had a net loss of $67,196  during the six months  ended June 30, 2007,
and GS  Energy  had  $126,239  in cash at June 30,  2007.  These  matters  raise
substantial  doubt  about GS Energy's  ability to  continue as a going  concern.
Management's  plans  include  raising  additional  proceeds from debt and equity
transactions and completing strategic acquisitions.

The exercise of our  outstanding  warrants  and options and GS Energy's  various
anti-dilution  and  price-protection  agreements could cause the market price of
our  common  stock to fall,  and may have  dilutive  and  other  effects  on our
existing stockholders.

The  exercise  of our  outstanding  warrants  and  options  could  result in the
issuance of up to 237,500,000  shares of common stock,  assuming all outstanding
warrants and options are currently exercisable.  Such issuances would reduce the
percentage of ownership of our existing  common  stockholders  and could,  among
other  things,  depress  the  price  of our  common  stock.  This  result  could
detrimentally  affect  our  ability  to  raise  additional  equity  capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.

We may be unable to satisfy our current debts.

Our total  liabilities as of June 30, 2007 were $2,453,882.  We cannot afford to
pay these amounts out of our operating cash flows.

We lack capital to fund our operations.

During the six months ended June 30, 2007 our  operations  used $48,955 in cash.
In addition,  during those six months we were  required to make payments on some
of our outstanding  debts.  Loans from some of our shareholders  funded both the
cash shortfall from operations and our debt service.  Those  individuals may not
be able to continue to fund our operations or our debt service.

Our operations will suffer if we are unable to manage our rapid growth.

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

Acquisitions  will involve the  integration  of companies  that have  previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.

Our use of percentage of  completion  accounting  could result in a reduction or
elimination of previously reported profits.

A   substantial   portion   of   our   revenues   are   recognized   using   the
percentage-of-completion method of accounting. This method of accounting results
in us recognizing  contract  revenue and earnings over the term of a contract in
the same  periodic  proportions  as we incur  costs  relating  to the  contract.
Earnings  are  recognized  periodically,  based upon our  estimate  of  contract
revenues and costs,  except that a loss on a contract is  recognized  in full as
soon as we  determine  that it will occur.  Since the future  reality may differ
from our estimates,  there is with each contract a risk that actual earnings may
be less  than  our  estimate.  In that  event,  we are  required  to  record  an
elimination of previously recognized earnings.

We will be unable to service our customers  unless we can continue to retain top
quality subcontractors and equipment manufacturers at favorable prices.

We rely on third party  subcontractors  and equipment  manufacturers to complete
our projects.  The quality and  timeliness  of the services and  equipment  they
provide  determines,  in part, the quality of our work product and our resulting
reputation  in the industry.  In addition,  if the amount we are required to pay
for their  services  and  equipment  exceeds  the amount we have  calculated  in
bidding for a fixed-price  contract,  we will lose money on the contract.  If we
are unable to maintain  relationships with  subcontractors and manufacturers who
will fill our requirements at a favorable price, our business will suffer.

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the  contributions  of our key management,  environmental
and engineering personnel. The loss of these officers could result in lost sales
opportunities,  lost business,  difficulties operating our assets,  difficulties
raising additional funds and could therefore  significantly impair our financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render  certain  services.  We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

GreenShift Corporation can exert control over us and may not make decisions that
further the best interests of all stockholders.

GreenShift  Corporation  controls 100% of our outstanding  Series C and Series D
preferred  stock.  The  preferred  shares are  convertible  into over 80% of our
Common Stock. As a result, GreenShift Corporation exerts a significant degree of
influence over our management and affairs and over matters requiring stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate  transactions.  In addition, this concentration of ownership may delay
or prevent a change in control  of us and might  affect the market  price of our
common  stock,  even when a change in control may be in the best interest of all
stockholders.  Furthermore, the interests of this concentration of ownership may
not always  coincide with our  interests or the interests of other  stockholders
and  accordingly,  it could cause us to enter into  transactions  or  agreements
which we would not otherwise consider.

GS Energy Corporation is not likely to hold annual  shareholder  meetings in the
next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a  shareholders  meeting.  Unless a shareholders
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders  meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the  next  few  years,  due to the  expense  involved.  Kevin  Kreisler,  who is
currently the sole director of GS Energy,  was appointed to that position by the
previous directors.  If other directors are added to the Board in the future, it
is likely that Mr. Kreisler will appoint them. As a result,  the shareholders of
GS Energy will have no effective means of exercising control over the operations
of GS Energy.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The  volatility  of  the  market  for GS  Energy  common  stock  may  prevent  a
shareholder from obtaining a fair price for his shares.

The  common  stock of GS  Energy  is quoted  on the OTC  Bulletin  Board.  It is
impossible to say that the market price on any given day reflects the fair value
of GS  Energy,  since the price  sometimes  moves up or down by 50% or more in a
week's time. A shareholder in GS Energy who wants to sell his shares, therefore,
runs the risk that at the time he wants to sell,  the  market  price may be much
less than the price he would consider to be fair.

Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

GS Energy  common  stock is  defined  by the SEC as a "penny  stock"  because it
trades at a price less than $5.00 per share.  GS Energy  common stock also meets
most common  definitions of a "penny stock," since it trades for less than $1.00
per share.  Many brokerage firms will discourage their customers from purchasing
penny stocks,  and even more brokerage firms will not recommend a penny stock to
their customers.  Most institutional  investors will not invest in penny stocks.
In addition,  many individual  investors will not consider a purchase of a penny
stock due, among other things, to the negative reputation that attends the penny
stock market.  As a result of this  widespread  disdain for penny stocks,  there
will be a limited  market  for GS Energy  common  stock as long as it  remains a
"penny stock." This situation may limit the liquidity of your shares.

                              SELLING SHAREHOLDERS
<TABLE>

The table below contains  information  regarding the  individuals  who are using
this prospectus to offer common shares.
<CAPTION>
                                                                                                    Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
<S>                        <C>              <C>                 <C>                <C>                    <C>
Kevin Kreisler             C.E.O.           62,500,000          50,000,000         12,500,000             0.5%
</TABLE>


                           OTHER AVAILABLE INFORMATION

     GS Energy Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  GS Energy's  Annual Report on Form 10-KSB for the year ended  December
          31, 2006;

     (e)  GS Energy's  Quarterly  Report on Form  10-QSB for the  quarter  ended
          March 31, 2007;

     (f)  GS Energy's Quarterly Report on Form 10-QSB for the quarter ended June
          30, 2007;

     (g)  GS Energy's  Current Report on Form 8-K dated May 22, 2007 as filed on
          May 25, 2007;

     (e)  GS Energy's Current Report on Form 8-K dated June 22, 2007 as filed on
          June 25, 2007; and

     (f)  the   description   of  GS  Energy  Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     GS Energy is also incorporating by reference all documents  hereafter filed
by GS Energy pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request, GS Energy will provide to each person,  including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to Kevin Kreisler, GS Energy Corporation, One Penn Plaza,
Suite 1612, New York, NY 10119.

     GS  Energy  files  with the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.



<PAGE>



     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.


                                    * * * * *


<PAGE>







                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  GS Energy
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York and the State of New York on the 20th
day of September, 2007.

                                         GS ENERGY CORPORATION.

                                         By:/s/ Kevin Kreisler
                                            -----------------------------------
                                                Kevin Kreisler
                                                Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on September 20, 2007.


/s/ Kevin Kreisler
---------------------------------
    Kevin Kreisler, Director,
    Chief Executive Officer

/s/ Jacqueline Flynn
--------------------------------
    Jacqueline Flynn,
    Chief Financial Officer,
    Chief Accounting Officer




<PAGE>



<PAGE>
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As filed with the Securities and Exchange Commission on September 20, 2007
                                                  Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GS ENERGY CORPORATION
--------------------------------------------------------------------------------
               (Exact name of Registrant as specified in Charter)

      Delaware                                                  20-3148296
--------------------------------------------------------------------------------
 (State of Incorporation)                          (I.R.S. Employer I.D. Number)

                 One Penn Plaza, Suite 1612, New York, NY 10119
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        2007 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 KEVIN KREISLER
                              GS Energy Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                 (212) 994-5374
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 693-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,        525,000,000 shares        $0.0006           $315,000                $9.68
     $.001 par value
--------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment, as required by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product resulting from multiplying  525,000,000
     shares by $0.0006,  the closing  price of shares of the Common Stock on the
     OTC Bulletin Board on September 18, 2007.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     GS Energy Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  GS Energy's  Annual Report on Form 10-KSB for the year ended  December
          31, 2006;

     (b)  GS Energy's  Quarterly  Report on Form  10-QSB for the  quarter  ended
          March 31, 2007;

     (c)  GS Energy's Quarterly Report on Form 10-QSB for the quarter ended June
          30, 2007;

     (d)  GS Energy's  Current Report on Form 8-K dated May 22, 2007 as filed on
          May 25, 2007;

     (e)  GS Energy's Current Report on Form 8-K dated June 22, 2007 as filed on
          June 25, 2007; and

     (f)  the   description   of  GS  Energy  Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     GS Energy is also incorporating by reference all documents  hereafter filed
by GS Energy pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

     Robert Brantl,  Esq., counsel to GS Energy, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of GS Energy.

Item 6.       Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.       Exemption from Registration Claimed.

     Not applicable.

Item 8.       Exhibits.

4.1  2007 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.

Item 9.       Undertakings.

              GS Energy hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and  controlling  persons of GS
Energy  pursuant to the provisions of the Delaware  General  Corporation  Law or
otherwise,  GS Energy has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification against such liabilities (other than the payment by GS Energy of
expenses  incurred or paid by a director,  officer or  controlling  person of GS
Energy in the successful defense of any action,  suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  GS Energy  will,  unless in the  opinion  of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REOFFER PROSPECTUS

                              GS ENERGY CORPORATION
                       525,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control  persons of GS Energy  Corporation.  They acquired the shares
from GS Energy,  either as the  recipients  of grants of stock or by  exercising
stock options issued to them by GS Energy.

     The selling  shareholders  intend to sell the shares into the public market
from time to time. The shareholders will negotiate with the market makers for GS
Energy common stock to determine the prices for each sale. They expect each sale
price to be near to the market price at the time of the sale.

     GS Energy  common  stock is listed for  trading on the OTC  Bulletin  Board
under the trading symbol "GSEG.OB."

     Purchase of GS Energy common stock involves  substantial  risk.  Please see
"Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                              GS Energy Corporation
                           One Penn Plaza, Suite 1612
                               New York, NY 10119
                                  212-994-5374

                The date of this prospectus is September 20, 2007
TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-6-

OTHER AVAILABLE INFORMATION..................................................-6-

INDEMNIFICATION..............................................................-7-

                                  RISK FACTORS

     You should  carefully  consider the risks described below before buying our
common stock. If any of the risks described  below actually  occurs,  that event
could cause the trading price of our common stock to decline, and you could lose
all or part of your investment.

There is  substantial  doubt  concerning  our  ability  to  continue  as a going
concern.

GS Energy had a net loss of $67,196  during the six months  ended June 30, 2007,
and GS  Energy  had  $126,239  in cash at June 30,  2007.  These  matters  raise
substantial  doubt  about GS Energy's  ability to  continue as a going  concern.
Management's  plans  include  raising  additional  proceeds from debt and equity
transactions and completing strategic acquisitions.

The exercise of our  outstanding  warrants  and options and GS Energy's  various
anti-dilution  and  price-protection  agreements could cause the market price of
our  common  stock to fall,  and may have  dilutive  and  other  effects  on our
existing stockholders.

The  exercise  of our  outstanding  warrants  and  options  could  result in the
issuance of up to 237,500,000  shares of common stock,  assuming all outstanding
warrants and options are currently exercisable.  Such issuances would reduce the
percentage of ownership of our existing  common  stockholders  and could,  among
other  things,  depress  the  price  of our  common  stock.  This  result  could
detrimentally  affect  our  ability  to  raise  additional  equity  capital.  In
addition,  the sale of these  additional  shares of  common  stock may cause the
market price of our stock to decrease.

We may be unable to satisfy our current debts.

Our total  liabilities as of June 30, 2007 were $2,453,882.  We cannot afford to
pay these amounts out of our operating cash flows.

We lack capital to fund our operations.

During the six months ended June 30, 2007 our  operations  used $48,955 in cash.
In addition,  during those six months we were  required to make payments on some
of our outstanding  debts.  Loans from some of our shareholders  funded both the
cash shortfall from operations and our debt service.  Those  individuals may not
be able to continue to fund our operations or our debt service.

Our operations will suffer if we are unable to manage our rapid growth.

We are  currently  experiencing  a  period  of  rapid  growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the expected  benefits of such growth,  and such failure could result in
lost sales opportunities,  lost business,  difficulties operating our assets and
could therefore significantly impair our financial condition.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

Acquisitions  will involve the  integration  of companies  that have  previously
operated independently from us, with focuses on different geographical areas. We
may not be able to fully  integrate the  operations of these  companies  without
encountering difficulties or experiencing the loss of key employees or customers
of such companies.  In addition,  we may not realize the benefits  expected from
such integration.

Our use of percentage of  completion  accounting  could result in a reduction or
elimination of previously reported profits.

A   substantial   portion   of   our   revenues   are   recognized   using   the
percentage-of-completion method of accounting. This method of accounting results
in us recognizing  contract  revenue and earnings over the term of a contract in
the same  periodic  proportions  as we incur  costs  relating  to the  contract.
Earnings  are  recognized  periodically,  based upon our  estimate  of  contract
revenues and costs,  except that a loss on a contract is  recognized  in full as
soon as we  determine  that it will occur.  Since the future  reality may differ
from our estimates,  there is with each contract a risk that actual earnings may
be less  than  our  estimate.  In that  event,  we are  required  to  record  an
elimination of previously recognized earnings.

We will be unable to service our customers  unless we can continue to retain top
quality subcontractors and equipment manufacturers at favorable prices.

We rely on third party  subcontractors  and equipment  manufacturers to complete
our projects.  The quality and  timeliness  of the services and  equipment  they
provide  determines,  in part, the quality of our work product and our resulting
reputation  in the industry.  In addition,  if the amount we are required to pay
for their  services  and  equipment  exceeds  the amount we have  calculated  in
bidding for a fixed-price  contract,  we will lose money on the contract.  If we
are unable to maintain  relationships with  subcontractors and manufacturers who
will fill our requirements at a favorable price, our business will suffer.

Our failure to attract qualified engineers and management personnel could hinder
our success.

Our ability to attract and retain  qualified  engineers  and other  professional
personnel  when we need them will be a major  factor in  determining  our future
success.  There is a very  competitive  market  for  individuals  with  advanced
engineering  training,  and we are not  assured  of  being  able to  retain  the
personnel we will need.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

Our success depends on the  contributions  of our key management,  environmental
and engineering personnel. The loss of these officers could result in lost sales
opportunities,  lost business,  difficulties operating our assets,  difficulties
raising additional funds and could therefore  significantly impair our financial
condition.  Our future  success  depends on our ability to retain and expand our
staff  of  qualified  personnel,   including  environmental  technicians,  sales
personnel and engineers.  Without  qualified  personnel,  we may incur delays in
rendering our services or be unable to render  certain  services.  We may not be
successful  in our efforts to attract and retain  qualified  personnel  as their
availability is limited due to the demand of hazardous waste management services
and the highly competitive nature of the hazardous waste management industry. We
do not  maintain  key person  insurance  on any of our  employees,  officers  or
directors.

GreenShift Corporation can exert control over us and may not make decisions that
further the best interests of all stockholders.

GreenShift  Corporation  controls 100% of our outstanding  Series C and Series D
preferred  stock.  The  preferred  shares are  convertible  into over 80% of our
Common Stock. As a result, GreenShift Corporation exerts a significant degree of
influence over our management and affairs and over matters requiring stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate  transactions.  In addition, this concentration of ownership may delay
or prevent a change in control  of us and might  affect the market  price of our
common  stock,  even when a change in control may be in the best interest of all
stockholders.  Furthermore, the interests of this concentration of ownership may
not always  coincide with our  interests or the interests of other  stockholders
and  accordingly,  it could cause us to enter into  transactions  or  agreements
which we would not otherwise consider.

GS Energy Corporation is not likely to hold annual  shareholder  meetings in the
next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a  shareholders  meeting.  Unless a shareholders
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders  meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the  next  few  years,  due to the  expense  involved.  Kevin  Kreisler,  who is
currently the sole director of GS Energy,  was appointed to that position by the
previous directors.  If other directors are added to the Board in the future, it
is likely that Mr. Kreisler will appoint them. As a result,  the shareholders of
GS Energy will have no effective means of exercising control over the operations
of GS Energy.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The  volatility  of  the  market  for GS  Energy  common  stock  may  prevent  a
shareholder from obtaining a fair price for his shares.

The  common  stock of GS  Energy  is quoted  on the OTC  Bulletin  Board.  It is
impossible to say that the market price on any given day reflects the fair value
of GS  Energy,  since the price  sometimes  moves up or down by 50% or more in a
week's time. A shareholder in GS Energy who wants to sell his shares, therefore,
runs the risk that at the time he wants to sell,  the  market  price may be much
less than the price he would consider to be fair.

Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

GS Energy  common  stock is  defined  by the SEC as a "penny  stock"  because it
trades at a price less than $5.00 per share.  GS Energy  common stock also meets
most common  definitions of a "penny stock," since it trades for less than $1.00
per share.  Many brokerage firms will discourage their customers from purchasing
penny stocks,  and even more brokerage firms will not recommend a penny stock to
their customers.  Most institutional  investors will not invest in penny stocks.
In addition,  many individual  investors will not consider a purchase of a penny
stock due, among other things, to the negative reputation that attends the penny
stock market.  As a result of this  widespread  disdain for penny stocks,  there
will be a limited  market  for GS Energy  common  stock as long as it  remains a
"penny stock." This situation may limit the liquidity of your shares.

                              SELLING SHAREHOLDERS

The table below contains  information  regarding the  individuals  who are using
this prospectus to offer common shares.
Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
Kevin Kreisler             C.E.O.           62,500,000          50,000,000         12,500,000             0.5%
OTHER AVAILABLE INFORMATION

     GS Energy Corporation is incorporating by reference the following documents
previously filed with the Securities and Exchange Commission:

     (a)  GS Energy's  Annual Report on Form 10-KSB for the year ended  December
          31, 2006;

     (e)  GS Energy's  Quarterly  Report on Form  10-QSB for the  quarter  ended
          March 31, 2007;

     (f)  GS Energy's Quarterly Report on Form 10-QSB for the quarter ended June
          30, 2007;

     (g)  GS Energy's  Current Report on Form 8-K dated May 22, 2007 as filed on
          May 25, 2007;

     (e)  GS Energy's Current Report on Form 8-K dated June 22, 2007 as filed on
          June 25, 2007; and

     (f)  the   description   of  GS  Energy  Common  Stock   contained  in  its
          Registration Statement on Form SB-2 (No. 333-49166).

     GS Energy is also incorporating by reference all documents  hereafter filed
by GS Energy pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold.

     Upon written request, GS Energy will provide to each person,  including any
beneficial  owner,  to whom this  prospectus  is delivered a copy of any and all
information  that has been  incorporated  into this prospectus by reference.  We
will provide the  information at no cost to the person who requests it. Any such
request should be made to Kevin Kreisler, GS Energy Corporation, One Penn Plaza,
Suite 1612, New York, NY 10119.

     GS  Energy  files  with the  Securities  and  Exchange  Commission  annual,
quarterly and current reports, proxy statements and other information, which may
assist  you  in  understanding  our  company.  In  addition,  we  have  filed  a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  GS Energy
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York and the State of New York on the 20th
day of September, 2007.

                                         GS ENERGY CORPORATION.

                                         By:/s/ Kevin Kreisler
                                            -----------------------------------
                                                Kevin Kreisler
                                                Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on September 20, 2007.

/s/ Kevin Kreisler
---------------------------------
    Kevin Kreisler, Director,
    Chief Executive Officer

/s/ Jacqueline Flynn
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    Jacqueline Flynn,
    Chief Financial Officer,
    Chief Accounting Officer