As filed with the Securities and Exchange Commission on August 11, 2006
                                                     Registration Number: 333-

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

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

   Delaware                                                      98-0226479
 -----------                                                     ----------
(State of Incorporation)                                   (I.R.S. Employer I.D.
                                                                Number)

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

                        2006 STOCK AND STOCK OPTION PLAN
                        --------------------------------
                              (Full Title of Plan)

                                 KEVIN KREISLER
                            GS AgriFuels 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) 683-3026
<TABLE>
<CAPTION>

                         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
-------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                 <C>                     <C>
     Common Stock,        2,250,000 shares        $15.00              $33,750,000             $3,611.25
     $.0001 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  2,250,000
     shares by $15.00,  the last sale price for the Common Stock reported on the
     OTC Bulletin Board as of August 10, 2006.
</FN>
</TABLE>


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  GS AgriFuels' Annual Report on Form 10-KSB for the year ended December
          31, 2005;

     (b)  GS  AgriFuels'  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2006;

     (c)  GS AgriFuels' Current Report on Form 8-K dated May 23, 2006;

     (d)  GS AgriFuels' Current Report on Form 8-K dated June 7, 2006; and

     (e)  the  description  of  GS  AgriFuels  Common  Stock  contained  in  its
          Registration  Statement on Form SB-2 (No. 333-43642) that was filed on
          August 11, 2000.

     GS AgriFuels is also  incorporating  by reference all  documents  hereafter
filed by GS AgriFuels  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 AgriFuels,  has passed upon the validity
of the shares  registered  pursuant to this Registration  Statement.  Mr. Brantl
holds no interest in the securities of GS AgriFuels.

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  2006 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 AgriFuels 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
AgriFuels pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  GS AgriFuels 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
AgriFuels  of expenses  incurred or paid by a director,  officer or  controlling
person  of GS  AgriFuels  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 AgriFuels 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 AGRIFUELS CORPORATION
                        2,250,000 Shares of Common Stock

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

     As long as the common stock remains quoted  exclusively on the Pink Sheets,
the  selling  shareholders  intends to resell  the  shares at a resale  price of
$_______ per share.  If a trading market for GS AgriFuels  common stock develops
on the OTC Bulletin Board,  then the shareholders will negotiate with the market
makers for GS  AgriFuels  common  stock to  determine  the prices for each sale,
which they expect to be near to the market price at the time of the sale.

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

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

                 The date of this prospectus is August 11, 2006


<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.

                       I. Risks attendant to our business

We may be unsuccessful at developing profitable facilities.

     GS  AgriFuels  is a start-up  company.  Only in June 2006 did we obtain the
funds necessary to initiate operations.  Before we begin to generate revenue, we
will have to obtain sites for our facilities,  obtain the necessary  permits and
licenses to construct the facilities,  retain qualified  contractors,  engineers
and architects,  employ a qualified staff, and obtain the business relationships
necessary to insure a supply of raw  materials and a market for our end product.
Many factors could cause our efforts to be defeated, including both factors that
we already anticipate and factors that may surprise us.

We may be unable to obtain the  financing  required  to  construct  our  planned
facilities.

     In order to complete  construction of our planned facilities,  we will have
to obtain senior debt financing equal to about 40% of our aggregate construction
costs.  This  currently  corresponds  to about  $15,000,000.  At present we have
received no  commitment  for those funds,  nor do we know whether the  financing
will be available on terms that will allow us to operate  profitably.  If we are
unable to obtain the necessary financing, our business will fail.

Our failure to manage our growth  effectively  could  prevent us from  achieving
profitability.

     Our  strategy  envisions  a  period  of  rapid  growth  that  may  impose a
significant burden on our administrative and operational  resources.  The growth
of our  business,  and in  particular,  the  completion of  construction  of our
planned clean fuel production facilities,  will require significant  investments
of capital and management's  close attention.  Our ability to effectively manage
our growth  will  require us to  substantially  expand the  capabilities  of our
administrative  and  operational  resources  and to attract,  train,  manage and
<PAGE>

retain qualified management,  technicians and other personnel.  We may be unable
to do so. In  addition,  our  failure to  successfully  manage our growth  could
result in our sales not increasing  commensurately with our capital investments.
If we are unable to successfully manage our growth, our business may fail.

If federal legislation that puts imported alternative fuels at a disadvantage is
repealed, competition from foreign-produced ethanol could significantly reduce
our revenues.

     At the present time, most of the financial  benefits and subsidies that the
federal  government  provides  to  spur  the  use of  agrifuels  are  denied  to
foreign-produced  agrifuels.  However, there is substantial pressure on Congress
to eliminate the exclusion of foreign-produced agrifuels from those benefits. If
imported    ethanol   were   given   the   same    legislative    treatment   as
domestically-produced  biodiesel,  the  likely  result  would  be a  significant
reduction in the market price of ethanol. This would have the effect of reducing
our revenues and reducing or eliminating our profits.

We may be unable to employ  and  retain  the  qualified  personnel  that will be
necessary for our success.

     The alternative fuels industry is growing rapidly.  As a result, the number
of individuals with experience in the industry is considerably  smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol.  As a result, our labor costs may be
greater than they would be in a less dynamic industry.  On the other hand, if we
are unable to employ the qualified  individuals  that we will need, our business
may fail.

     We may engage in hedging transactions and other risk mitigation  strategies
that could harm our results.

     In an attempt to partially  offset the effects of volatility of fuel prices
and prices for  agricultural  products,  we may enter into contracts to supply a
portion of our  biodiesel  and ethanol  production  or purchase a portion of our
feedstock  requirements  on a forward basis and may also engage in other hedging
transactions  involving  exchange-traded  futures  contracts for feedstocks from
time to time. The financial  statement  impact of these  activities is dependent
upon, among other things, the prices involved and our ability to sell sufficient
products  to use all of the  feedstocks  for  which we have  futures  contracts.
Hedging  arrangements also expose us to the risk of financial loss in situations
where the other party to the hedging  contract  defaults on its  contract or, in
the case of exchange-traded  contracts,  where there is a change in the expected
differential  between  the  underlying  price in the hedging  agreement  and the
actual prices paid or received by us. Hedging  activities can themselves  result
in losses when a position is  purchased  in a declining  market or a position is
sold in a rising market.

                      II. Risks attendant to our management

Our  business  development  would be  hindered  if we lost the  services  of our
Chairman.

     Kevin Kreisler is the Chairman of GS AgriFuels. Mr. Kreisler is responsible
<PAGE>

for  strategizing not only our business plan but also the means of financing it.
If Mr.  Kreisler  were to leave GS  AgriFuels  or become  unable to fulfill  his
responsibilities,  our business  would be  imperiled.  At the very least,  there
would be a delay in the development of GS AgriFuels until a suitable replacement
for Mr. Kreisler could be retained.

Related  party  transactions  may occur on terms  that are not  favorable  to GS
AgriFuels.

         GS AgriFuels is a subsidiary of GreenShift Corporation, which currently
controls over 98% of the voting power in GS AgriFuels. GreenShift Corporation is
the parent of several corporations involved in the development and
implementation of environmentally responsible technologies, and has significant
investments in several others. GreenShift intends to foster cooperation among
its affiliates, so as to gain the benefits of intellectual cross-fertilization,
economies of scale, and captive markets. For example, GS AgriFuels is currently
party to an agreement with GS CleanTech Corporation, a majority-owned subsidiary
of GreenShift, pursuant to which GS AgriFuels will purchase corn oil from GS
CleanTech. GreenShift will not obtain independent evaluations of the
transactions between its subsidiaries. Therefore, it may occur that GreenShift
will cause GS AgriFuels to enter into transactions with affiliates on terms
which are less beneficial to GS AgriFuels than it might obtain in an arms-length
transaction.

              III. Risks attendant to our relationship with Cornell
                                Capital Partners

Our Ability to Implement Our Business Plan is Dependent Upon Cornell Capital.

     Cornell  Capital  has  provided  $4.9  million  in  funding  pursuant  to a
Securities  Purchase Agreement dated as of June 7, 2006. However, in the future,
we will be reliant upon the ability of Cornell  Capital to provide an additional
$15 million  pursuant to the Securities  Purchase  Agreement.  In the event that
Cornell  Capital  is unable  to  fulfill  its  commitment  under the  Securities
Purchase  Agreement,  for whatever reason,  we will not be able to implement our
business plan.

The resale of shares acquired by Cornell Capital Partners from GS AgriFuels may
reduce the market price of GS AgriFuels' shares.

     GS AgriFuels has contracted to sell to Cornell Capital Partners a series of
Convertible  Debentures  that Cornell  Capital may convert into shares of common
stock. The Debentures are convertible at $3.00 per share, although under certain
circumstances  they may also be converted at 90% of the market price at the time
of conversion. Cornell Capital Partners may also acquire 1,125,000 of the shares
by exercising a Warrant to purchase  shares at $0.001 per share.  It is possible
that resale of shares by Cornell  Capital  Partners  may reduce the market price
for GS AgriFuels common stock.

The  possibility of selling by Cornell  Capital  Partners could  encourage short
sales by third  parties,  which could  contribute  to the future  decline of our
stock price.

     The possibility  that stock sales by Cornell  Capital  Partners could exert
downward  pressure on the price of our common stock may encourage short sales by
third  parties.  In a short sale,  a  prospective  seller  borrows  stock from a
<PAGE>

shareholder or broker and sells the borrowed stock. The prospective seller hopes
that the stock price will decline,  at which time the seller can purchase shares
at a lower price to repay the lender.  The seller  profits  when the stock price
declines because it is purchasing shares at a price lower than the sale price of
the borrowed stock. Such sales could place downward pressure on the price of our
common  stock  by  increasing   the  number  of  shares  being  sold.   Existing
shareholders may experience  significant dilution from our issuance of shares to
Cornell Capital Partners.

     The issuance of shares on conversion of the Secured  Convertible  Debenture
or on  exercise of the  Warrant to  Purchase  Common  Stock will have a dilutive
impact on our stockholders. As a result, our net income per share could decrease
in future  periods,  and the market price of our common stock could decline.  In
addition,  the lower our stock price is, the more shares of common stock we will
have to issue if the Debenture is converted on the basis of the  contemporaneous
market price. If our stock price is lower, then our existing  stockholders would
experience greater dilution.

                    IV. Risks attendant to the market for our
                                 common stock.

There is a very limited market for our common stock

     The  number of shares  of our  common  stock  held by  persons  who are not
affiliated with GS AgriFuels is less than 200,000.  For that reason,  there is a
very limited market for our common stock.  On most days it does not trade.  If a
more substantial market for our stock does not develop, shareholders may find it
difficult to sell their shares when they wish to do so.

If we are unable to obtain a listing on the OTC Bulletin Board, the market for
our common stock will be limited.

     The common  stock of GS  AgriFuels  is  currently  quoted  only on the Pink
Sheets.  Only a limited  number of brokers  will sell Pink Sheet stocks to their
clients.  As a  result,  most Pink  Sheet  stocks  have  limited  liquidity.  GS
AgriFuels  intends to cooperate with a market maker in applying for a listing on
the OTC Bulletin  Board.  We do not know,  however,  how soon we will be able to
obtain a listing.  Nor are we assured that our  application  will be accepted by
the OTC  Bulletin  Board.  If we are  unable  to obtain  an OTC  Bulletin  Board
listing,  or if it is delayed  for a lengthy  period,  shareholders  may find it
difficult to sell our stock.

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

     GS  AgriFuels  at the present  time has fewer than  200,000  shares held by
persons who are not affiliated with GS AgriFuels and only a very small number of
market makers.  As a result,  the market price for our common stock is volatile.
It seldom trades, and when it does, the price may increase or decrease by 50% in
one day.  Unless and until the market for our common stock grows and stabilizes,
the common  shares you  purchase  will  remain  illiquid.  A  shareholder  in GS
AgriFuels  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.

<TABLE>
                              SELLING SHAREHOLDERS

                  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>
        --                   --                   --                 --                --                 --
</TABLE>


                           OTHER AVAILABLE INFORMATION

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

     (a)  GS AgriFuels' Annual Report on Form 10-KSB for the year ended December
          31, 2005;

     (b)  GS  AgriFuels'  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2006;

     (c)  GS AgriFuels' Current Report on Form 8-K dated May 23, 2006;

     (d)  GS AgriFuels' Current Report on Form 8-K dated June 7, 2006; and

     (e)  the  description  of  GS  AgriFuels  Common  Stock  contained  in  its
          Registration  Statement on Form SB-2 (No. 333-43642) that was filed on
          August 11, 2000.

     GS AgriFuels is also  incorporating  by reference all  documents  hereafter
filed by GS AgriFuels  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 AgriFuels 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 AgriFuels  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.

     GS AgriFuels  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.
<PAGE>

     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.


                                    * * * * *


<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities Act of 1933, GS AgriFuels
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 11th
day of August, 2006.

                             GS AGRIFUELS 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 August 11, 2006.


/s/ Kevin Kreisler
-------------------------
Kevin Kreisler, Director,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
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As filed with the Securities and Exchange Commission on August 11, 2006
                                                     Registration Number: 333-

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

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

   Delaware                                                      98-0226479
 -----------                                                     ----------
(State of Incorporation)                                   (I.R.S. Employer I.D.
                                                                Number)

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

                        2006 STOCK AND STOCK OPTION PLAN
                        --------------------------------
                              (Full Title of Plan)

                                 KEVIN KREISLER
                            GS AgriFuels 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) 683-3026
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,        2,250,000 shares        $15.00              $33,750,000             $3,611.25
     $.0001 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  2,250,000
     shares by $15.00,  the last sale price for the Common Stock reported on the
     OTC Bulletin Board as of August 10, 2006.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  GS AgriFuels' Annual Report on Form 10-KSB for the year ended December
          31, 2005;

     (b)  GS  AgriFuels'  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2006;

     (c)  GS AgriFuels' Current Report on Form 8-K dated May 23, 2006;

     (d)  GS AgriFuels' Current Report on Form 8-K dated June 7, 2006; and

     (e)  the  description  of  GS  AgriFuels  Common  Stock  contained  in  its
          Registration  Statement on Form SB-2 (No. 333-43642) that was filed on
          August 11, 2000.

     GS AgriFuels is also  incorporating  by reference all  documents  hereafter
filed by GS AgriFuels  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 AgriFuels,  has passed upon the validity
of the shares  registered  pursuant to this Registration  Statement.  Mr. Brantl
holds no interest in the securities of GS AgriFuels.

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  2006 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 AgriFuels 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
AgriFuels pursuant to the provisions of the Delaware General  Corporation Law or
otherwise,  GS AgriFuels 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
AgriFuels  of expenses  incurred or paid by a director,  officer or  controlling
person  of GS  AgriFuels  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 AgriFuels 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 AGRIFUELS CORPORATION
                        2,250,000 Shares of Common Stock

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

     As long as the common stock remains quoted  exclusively on the Pink Sheets,
the  selling  shareholders  intends to resell  the  shares at a resale  price of
$_______ per share.  If a trading market for GS AgriFuels  common stock develops
on the OTC Bulletin Board,  then the shareholders will negotiate with the market
makers for GS  AgriFuels  common  stock to  determine  the prices for each sale,
which they expect to be near to the market price at the time of the sale.

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

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

                 The date of this prospectus is August 11, 2006
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.

                       I. Risks attendant to our business

We may be unsuccessful at developing profitable facilities.

     GS  AgriFuels  is a start-up  company.  Only in June 2006 did we obtain the
funds necessary to initiate operations.  Before we begin to generate revenue, we
will have to obtain sites for our facilities,  obtain the necessary  permits and
licenses to construct the facilities,  retain qualified  contractors,  engineers
and architects,  employ a qualified staff, and obtain the business relationships
necessary to insure a supply of raw  materials and a market for our end product.
Many factors could cause our efforts to be defeated, including both factors that
we already anticipate and factors that may surprise us.

We may be unable to obtain the  financing  required  to  construct  our  planned
facilities.

     In order to complete  construction of our planned facilities,  we will have
to obtain senior debt financing equal to about 40% of our aggregate construction
costs.  This  currently  corresponds  to about  $15,000,000.  At present we have
received no  commitment  for those funds,  nor do we know whether the  financing
will be available on terms that will allow us to operate  profitably.  If we are
unable to obtain the necessary financing, our business will fail.

Our failure to manage our growth  effectively  could  prevent us from  achieving
profitability.

     Our  strategy  envisions  a  period  of  rapid  growth  that  may  impose a
significant burden on our administrative and operational  resources.  The growth
of our  business,  and in  particular,  the  completion of  construction  of our
planned clean fuel production facilities,  will require significant  investments
of capital and management's  close attention.  Our ability to effectively manage
our growth  will  require us to  substantially  expand the  capabilities  of our
administrative  and  operational  resources  and to attract,  train,  manage and
retain qualified management,  technicians and other personnel.  We may be unable
to do so. In  addition,  our  failure to  successfully  manage our growth  could
result in our sales not increasing  commensurately with our capital investments.
If we are unable to successfully manage our growth, our business may fail.

If federal legislation that puts imported alternative fuels at a disadvantage is
repealed, competition from foreign-produced ethanol could significantly reduce
our revenues.

     At the present time, most of the financial  benefits and subsidies that the
federal  government  provides  to  spur  the  use of  agrifuels  are  denied  to
foreign-produced  agrifuels.  However, there is substantial pressure on Congress
to eliminate the exclusion of foreign-produced agrifuels from those benefits. If
imported    ethanol   were   given   the   same    legislative    treatment   as
domestically-produced  biodiesel,  the  likely  result  would  be a  significant
reduction in the market price of ethanol. This would have the effect of reducing
our revenues and reducing or eliminating our profits.

We may be unable to employ  and  retain  the  qualified  personnel  that will be
necessary for our success.

     The alternative fuels industry is growing rapidly.  As a result, the number
of individuals with experience in the industry is considerably  smaller than the
number of jobs available for such individuals. We will have to offer substantial
incentives in order to obtain the services of individuals with useful experience
in the production of biodiesel and ethanol.  As a result, our labor costs may be
greater than they would be in a less dynamic industry.  On the other hand, if we
are unable to employ the qualified  individuals  that we will need, our business
may fail.

     We may engage in hedging transactions and other risk mitigation  strategies
that could harm our results.

     In an attempt to partially  offset the effects of volatility of fuel prices
and prices for  agricultural  products,  we may enter into contracts to supply a
portion of our  biodiesel  and ethanol  production  or purchase a portion of our
feedstock  requirements  on a forward basis and may also engage in other hedging
transactions  involving  exchange-traded  futures  contracts for feedstocks from
time to time. The financial  statement  impact of these  activities is dependent
upon, among other things, the prices involved and our ability to sell sufficient
products  to use all of the  feedstocks  for  which we have  futures  contracts.
Hedging  arrangements also expose us to the risk of financial loss in situations
where the other party to the hedging  contract  defaults on its  contract or, in
the case of exchange-traded  contracts,  where there is a change in the expected
differential  between  the  underlying  price in the hedging  agreement  and the
actual prices paid or received by us. Hedging  activities can themselves  result
in losses when a position is  purchased  in a declining  market or a position is
sold in a rising market.

                      II. Risks attendant to our management

Our  business  development  would be  hindered  if we lost the  services  of our
Chairman.

     Kevin Kreisler is the Chairman of GS AgriFuels. Mr. Kreisler is responsible
for  strategizing not only our business plan but also the means of financing it.
If Mr.  Kreisler  were to leave GS  AgriFuels  or become  unable to fulfill  his
responsibilities,  our business  would be  imperiled.  At the very least,  there
would be a delay in the development of GS AgriFuels until a suitable replacement
for Mr. Kreisler could be retained.

Related  party  transactions  may occur on terms  that are not  favorable  to GS
AgriFuels.

         GS AgriFuels is a subsidiary of GreenShift Corporation, which currently
controls over 98% of the voting power in GS AgriFuels. GreenShift Corporation is
the parent of several corporations involved in the development and
implementation of environmentally responsible technologies, and has significant
investments in several others. GreenShift intends to foster cooperation among
its affiliates, so as to gain the benefits of intellectual cross-fertilization,
economies of scale, and captive markets. For example, GS AgriFuels is currently
party to an agreement with GS CleanTech Corporation, a majority-owned subsidiary
of GreenShift, pursuant to which GS AgriFuels will purchase corn oil from GS
CleanTech. GreenShift will not obtain independent evaluations of the
transactions between its subsidiaries. Therefore, it may occur that GreenShift
will cause GS AgriFuels to enter into transactions with affiliates on terms
which are less beneficial to GS AgriFuels than it might obtain in an arms-length
transaction.

              III. Risks attendant to our relationship with Cornell
                                Capital Partners

Our Ability to Implement Our Business Plan is Dependent Upon Cornell Capital.

     Cornell  Capital  has  provided  $4.9  million  in  funding  pursuant  to a
Securities  Purchase Agreement dated as of June 7, 2006. However, in the future,
we will be reliant upon the ability of Cornell  Capital to provide an additional
$15 million  pursuant to the Securities  Purchase  Agreement.  In the event that
Cornell  Capital  is unable  to  fulfill  its  commitment  under the  Securities
Purchase  Agreement,  for whatever reason,  we will not be able to implement our
business plan.

The resale of shares acquired by Cornell Capital Partners from GS AgriFuels may
reduce the market price of GS AgriFuels' shares.

     GS AgriFuels has contracted to sell to Cornell Capital Partners a series of
Convertible  Debentures  that Cornell  Capital may convert into shares of common
stock. The Debentures are convertible at $3.00 per share, although under certain
circumstances  they may also be converted at 90% of the market price at the time
of conversion. Cornell Capital Partners may also acquire 1,125,000 of the shares
by exercising a Warrant to purchase  shares at $0.001 per share.  It is possible
that resale of shares by Cornell  Capital  Partners  may reduce the market price
for GS AgriFuels common stock.

The  possibility of selling by Cornell  Capital  Partners could  encourage short
sales by third  parties,  which could  contribute  to the future  decline of our
stock price.

     The possibility  that stock sales by Cornell  Capital  Partners could exert
downward  pressure on the price of our common stock may encourage short sales by
third  parties.  In a short sale,  a  prospective  seller  borrows  stock from a
shareholder or broker and sells the borrowed stock. The prospective seller hopes
that the stock price will decline,  at which time the seller can purchase shares
at a lower price to repay the lender.  The seller  profits  when the stock price
declines because it is purchasing shares at a price lower than the sale price of
the borrowed stock. Such sales could place downward pressure on the price of our
common  stock  by  increasing   the  number  of  shares  being  sold.   Existing
shareholders may experience  significant dilution from our issuance of shares to
Cornell Capital Partners.

     The issuance of shares on conversion of the Secured  Convertible  Debenture
or on  exercise of the  Warrant to  Purchase  Common  Stock will have a dilutive
impact on our stockholders. As a result, our net income per share could decrease
in future  periods,  and the market price of our common stock could decline.  In
addition,  the lower our stock price is, the more shares of common stock we will
have to issue if the Debenture is converted on the basis of the  contemporaneous
market price. If our stock price is lower, then our existing  stockholders would
experience greater dilution.

                    IV. Risks attendant to the market for our
                                 common stock.

There is a very limited market for our common stock

     The  number of shares  of our  common  stock  held by  persons  who are not
affiliated with GS AgriFuels is less than 200,000.  For that reason,  there is a
very limited market for our common stock.  On most days it does not trade.  If a
more substantial market for our stock does not develop, shareholders may find it
difficult to sell their shares when they wish to do so.

If we are unable to obtain a listing on the OTC Bulletin Board, the market for
our common stock will be limited.

     The common  stock of GS  AgriFuels  is  currently  quoted  only on the Pink
Sheets.  Only a limited  number of brokers  will sell Pink Sheet stocks to their
clients.  As a  result,  most Pink  Sheet  stocks  have  limited  liquidity.  GS
AgriFuels  intends to cooperate with a market maker in applying for a listing on
the OTC Bulletin  Board.  We do not know,  however,  how soon we will be able to
obtain a listing.  Nor are we assured that our  application  will be accepted by
the OTC  Bulletin  Board.  If we are  unable  to obtain  an OTC  Bulletin  Board
listing,  or if it is delayed  for a lengthy  period,  shareholders  may find it
difficult to sell our stock.

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

     GS  AgriFuels  at the present  time has fewer than  200,000  shares held by
persons who are not affiliated with GS AgriFuels and only a very small number of
market makers.  As a result,  the market price for our common stock is volatile.
It seldom trades, and when it does, the price may increase or decrease by 50% in
one day.  Unless and until the market for our common stock grows and stabilizes,
the common  shares you  purchase  will  remain  illiquid.  A  shareholder  in GS
AgriFuels  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.

                              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
-------------------        --------         ----------------    --------------     --------------   --------------
--                   --                   --                 --                --                 --
OTHER AVAILABLE INFORMATION

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

     (a)  GS AgriFuels' Annual Report on Form 10-KSB for the year ended December
          31, 2005;

     (b)  GS  AgriFuels'  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2006;

     (c)  GS AgriFuels' Current Report on Form 8-K dated May 23, 2006;

     (d)  GS AgriFuels' Current Report on Form 8-K dated June 7, 2006; and

     (e)  the  description  of  GS  AgriFuels  Common  Stock  contained  in  its
          Registration  Statement on Form SB-2 (No. 333-43642) that was filed on
          August 11, 2000.

     GS AgriFuels is also  incorporating  by reference all  documents  hereafter
filed by GS AgriFuels  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 AgriFuels 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 AgriFuels  Corporation,  One Penn
Plaza, Suite 1612, New York, NY 10119.

     GS AgriFuels  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 AgriFuels
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 11th
day of August, 2006.

                             GS AGRIFUELS 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 August 11, 2006.

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