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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from:  to
 Commission File No.: 0-30303
 GLOBAL CLEAN ENERGY, INC.
  MARYLAND
    
    84-1522846(State or Other Jurisdiction of Incorporation
    
    (I.R.S. Employer Identification No.)or Organization)
 3095 S. Parker Rd. #200, Aurora, Colorado 80014
  (Issuers Telephone Number, Including Area Code)
   þ o
 o
 o þ
    o þ




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##### 



INDEX TO FORM 10-KSB ANNUAL REPORT
 PagePart I
    
    
    3Item 1. Description of Business
    
    
    3Item 2. Description of Property
    
    
    24Item 3. Legal Proceedings
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Part II
    
    
    26Item 5. Market for Common Equity and Related Stockholder Matters
    
    
    26Item 6. Managements Discussion and Analysis or Plan of Operation
    
    
    27Item 7. Financial Statements
    
    
    31Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    31Item 8A. Controls And Procedures.
    
    
    31Item 8B. Other Information
    
    
    32Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange Act
    
    
    32Item 10. Executive Compensation
    
    
    34Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    35Item 12. Certain Relationships and Related Transactions, and Director
Independence
    
    
    37Item 13. Exhibits
    
    
    37Item 14. Principal Accountant Fees and Services
    
    
    39Signatures
    
    
    40Financial
Statements
    
    
    F-1Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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FORWARD-LOOKING STATEMENTS
  
    
    the availability and adequacy of our cash flow to meet our requirements;
    
    economic, competitive, demographic, business and other conditions in our local and
regional markets;
    
    changes or developments in laws, regulations or taxes in the ethanol or energy
industries;
    
    actions taken or not taken by third-parties, including our competitors, as well as
legislative, regulatory, judicial and other governmental authorities;
    
    competition in the ethanol industry;
    
    the failure to obtain or loss of any license or permit;
    
    the cyclical nature of the energy industry, and therefore any downturns in this cyclical
industry could adversely affect operations;
    
    the energy-related industry that we service is heavily regulated and the costs
associated with such regulated industries increases the costs of doing business;
    
    the ability to carry out our business plan and to manage our growth effectively and
efficiently;
    
    the failure to manage any foreign exchange risk adequately;
    
    a general economic downturn or a downturn in the securities markets; and
    
    risks and uncertainties described in the Risk Factors section or elsewhere in this
Annual Report on Form 10-KSB.
    2




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 OUR R.E.S.C.U.E MISSION
    green in with
 green
   3




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A. MARKET OPPORTUNITIES
 THE UK COAL OPPORTUNITY
 GCE has an agreement with UK Coal to help empty a very large
slurry lake in Pontifract, South Yorkshire, UK. The lake is over 200 feet deep and contains 3.7
million tons of coal slurry. It has been agreed that GCE will start dredging operations on site in
July 2008 to start removing the coal fines. UK Coal will pay $10 for each ton removed. The
recovered coal fines will belong to UK coal.
 THE PLAYERS
 UK Coal PLC
   Cascades Engineering & Projects
  THE OPPORTUNITY
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2
 THE UK COAL PROJECT
 Phase 1: Cyclone dredging process
  Phase 2: Treatment & Conversion
     Phase 3: Processing Alternative Feedstocks
   5




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ADDITIONAL MARKET OPPORTUNITIES
  TARGET MARKET, CLIENTS & COMPETITION
 Marketing Plan
    Target Markets
   6




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Target Clients
      Competition
   7




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B. THE ALTERNATIVE ENERGY INDUSTRY
    AVAILABLE TECHNOLOGIES
  (1)
    
    The distillation of grains to produce ethanol;(2)
    
    Transesterification of vegetable oils to biodiesel;(3)
    
    Anaerobic digestion of animal and crop wastes to produce methane;(4)
    
    Solar, wind and geothermal heat to produce electricity;(5)
    
    Integrated Gasification Combined Cycles (IGCC); and(6)
    
    Gasification of carbonaceous waste for the production of syngas.
    8




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GASIFICATION TECHNOLOGY
    TECHNOLOGY AND EQUIPMENT SOURCING
     COMPLEMENTARY NEXT-GENERATION TECHNOLOGIES
    9




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C. THE CURRENT MARKET
  MARKET SIZE AND TRENDS
 to in a.k.a. green
 green
  World Energy Consumption (Quadrillion Btu)
 Average.2003
    
    
    2015
    
    
    2030
    
    
    Annual %OECD
    
    
    234.3
    
    
    
    269.9
    
    
    
    308.8
    
    
    
    1.0
    %North America
    
    
    118.3
    
    
    
    139.9
    
    
    
    166.2
    
    
    
    1.3
    %Europe
    
    
    78.9
    
    
    
    87.5
    
    
    
    94.5
    
    
    
    0.7
    %Asia
    
    
    37.1
    
    
    
    42.8
    
    
    
    48.0
    
    
    
    1.0
    %Non-OECD
    
    
    186.4
    
    
    
    293.5
    
    
    
    412.8
    
    
    
    3.0
    %Europe/Eurasia
    
    
    48.5
    
    
    
    62.8
    
    
    
    79.0
    
    
    
    1.8
    %Asia
    
    
    83.1
    
    
    
    149.4
    
    
    
    223.6
    
    
    
    3.7
    %Middle-East
    
    
    19.6
    
    
    
    28.2
    
    
    
    37.7
    
    
    
    2.4
    %Africa
    
    
    13.3
    
    
    
    20.5
    
    
    
    26.8
    
    
    
    2.6
    %Central/South America
    
    
    21.9
    
    
    
    32.5
    
    
    
    45.7
    
    
    
    2.8
    %World
    
    
    420.7
    
    
    
    563.4
    
    
    
    721.6
    
    
    
    2.0
    %
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World Primary Energy Demand (Million tons oil equivalent)
 Average2002
    
    
    2010
    
    
    2020
    
    
    Annual %Coal
    
    
    2,389
    
    
    
    2,763
    
    
    
    3,139
    
    
    
    1.5
    %Oil
    
    
    3,676
    
    
    
    4,308
    
    
    
    5,074
    
    
    
    1.6
    %Gas
    
    
    2,190
    
    
    
    2,703
    
    
    
    3,451
    
    
    
    2.3
    %Nuclear
    
    
    692
    
    
    
    778
    
    
    
    776
    
    
    
    0.4
    %Hydro
    
    
    224
    
    
    
    276
    
    
    
    321
    
    
    
    1.8
    %Biomass and Waste
    
    
    1,119
    
    
    
    1,264
    
    
    
    1,428
    
    
    
    1.3
    %Other Renewables
    
    
    55
    
    
    
    101
    
    
    
    162
    
    
    
    5.7
    %Total
    
    
    10,345
    
    
    
    12,194
    
    
    
    14,404
    
    
    
    1.7
    %
   2
 Research and Development
  Competition
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Government Incentives and Policies
   12




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Government Regulations, Environment and Permits
   Employees
  Internet Web Site
 http://www.globalcleanenergy.net.
 Corporate History
     14




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Change in Control
      15




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Exchange Act Registration
 http://www.sec.gov.
 D. RISK FACTORS
 You should carefully consider the risks described below, which constitute all of the material risks
facing us. If any of the following risks actually occur, our business could be harmed. You should
also refer to the other information about us contained in this Form 10-KSB , including our financial
statements and related notes.
 We have limited operating experience and a history of operating losses, and we may be subject to
risks inherent in early stage companies, which may make it difficult for you to evaluate our
business.
  We may not be able to raise sufficient capital to grow our business.
  Gasification / Pyrolytic Steam Reforming technology may not gain broad commercial acceptance.
  
    
    performance, reliability and cost-effectiveness of gasification / PSR technology
compared to conventional and other alternative energy sources and products;
    
    developments relating to other alternative energy generation technologies;
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
    
    fluctuations in economic and market conditions that affect the cost or viability of
conventional and alternative energy sources, such as increases or decreases in the prices
of oil and other fossil fuels;
    
    overall growth in the alternative energy equipment market;
    
    availability and terms of government subsidies and incentives to support the development
of alternative energy sources, including gasification / PSR;
    
    fluctuations in capital expenditures by utilities and independent power producers, which
tend to decrease when the economy slows and interest rates increase; and
    
    the development of new and profitable applications requiring the type of energy supply
provided by our autonomous gasification / PSR systems.
 If gasification / PSR technology does not gain broad commercial acceptance, our business will be
materially harmed and we may need to curtail or cease operations.
    Our targeted markets are highly competitive. We expect to compete with other alternative energy
companies and may have to compete with larger companies that enter into the alternative energy
business.
    17




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We anticipate investing funds to construct demonstration BOO plants that generate little or no
direct revenue.
  We may be unable to manage the expansion of our operations effectively.
   We may be unable to successfully negotiate and enter into operations and maintenance contracts with
potential customers.
  Problems with the quality or performance of our BOO plants could adversely affect our business,
financial condition and results of operations.
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We plan to market and sell our products in international markets. If we are unable to manage our
international operations effectively, our business, financial condition and results of operations
could be adversely affected.
  
    
    changes in general economic and political conditions in the countries in which we
operate;
    
    unexpected adverse changes in foreign laws or regulatory requirements, including those
with respect to renewable energy, environmental protection, permitting, export duties and
quotas;
    
    trade barriers such as export requirements, tariffs, taxes and other restrictions and
expenses, which could increase the prices of our BOO plants and make us less competitive in
some countries;
    
    fluctuations in exchange rates may affect demand for our BOO plants and may adversely
affect our profitability in US dollars to the extent the price of our BOO plants and cost
of raw materials and labor are denominated in a foreign currency;
    
    difficulty with staffing and managing widespread operations;
    
    difficulty of, and costs relating to compliance with, the different commercial and legal
requirements of the overseas markets in which we offer and sell our BOO plants;
    
    inability to obtain, maintain or enforce intellectual property rights; and
    
    difficulty in enforcing agreements in foreign legal systems.
  Currency translation and transaction risk may adversely affect our business, financial condition
and results of operations.
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Our business uses non-exclusive licensed technology, which may be difficult to protect and may
infringe on the intellectual property rights of third parties.
  Our financial results may fluctuate from quarter to quarter, which may make it difficult to predict
our future performance.
  
    
    delays in permitting or acquiring necessary regulatory consents;
    
    delays in the timing of contract awards and determinations of work scope;
    
    delays in funding for or construction of BOO plants;
    
    changes in cost estimates relating to BOO plant completion, which under percentage of
completion accounting principles could lead to significant charges to previously recognized
revenue or to changes in the timing of our recognition of revenue from those projects;
    
    delays in meeting specified contractual milestones or other performance criteria under
project contracts or in completing project contracts that could delay the recognition of
revenue that would otherwise be earned;
    
    reductions in the availability or level of subsidies and incentives for alternative
energy sources;
    
    decisions made by parties with whom we have commercial relationships not to proceed with
anticipated projects;
    
    increases in the length of our sales cycle; and
    
    reductions in the efficiency of our construction and/or operations processes.
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If prices for alternative energy or fuels drop significantly, we will also be forced to reduce our
prices, which potentially may lead to losses.
  Price increases or interruptions in needed energy supplies could cause loss of customers and impair
our profitability.
  We may be unable to attract and retain management and other personnel we need to succeed.
   The reduction or elimination of government subsidies and economic incentives for alternative energy
sources could prevent demand for our BOO plants from developing, which in turn would adversely
affect our business, financial condition and results of operations.
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Lax enforcement of environmental and energy policy regulations may adversely affect demand for
alternative energy.
  Costs of compliance with burdensome or changing environmental and operational safety regulations
could cause our focus to be diverted away from our business and our results of operations to
suffer.
  Implementation of our planned projects is dependent upon receipt of all necessary regulatory
permits and approvals.
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Our proposed new BOO plants will also be subject to federal and state laws regarding occupational
safety.
  Any acquisitions that we make or joint venture agreements that we enter into, or any failure to
identify appropriate acquisition or joint venture candidates, could adversely affect our business,
financial condition and results of operations.
   Our directors and officers as a group have significant voting power and may take actions that may
not be in the best interest of all other stockholders.
   23




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A visible trading market for our common stock may not develop.
  
    
    investors may have difficulty buying and selling or obtaining market quotations;
    
    market visibility for our common stock may be limited;
    
    a lack of visibility for our common stock may have a depressive effect on the market
price for our common stock; and
    
    our stock is a penny stock and there are significant risks related to buying and owning
penny stocks.
  
    
    Control of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer;
    
    Manipulation of prices through prearranged matching of purchases and sales and false and
misleading press releases;
    
    Boiler room practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
    
    Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;
and
    
    The wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the inevitable collapse of
those prices with consequent investor losses.
  
 ITEM 2. DESCRIPTION OF PROPERTY
  
 ITEM 3. LEGAL PROCEEDINGS
   24




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Changes to the Companys State of Incorporation, the Companys Name and an Increase in the
Companys Authorized Common Stock.
  Election of Five Directors
  Votes Cast Against or
    
    
    Abstentions and BrokerNominee
    
    Votes Cast For
    
    
    Withheld
    
    
    Non-votesDr. Earl Azimov
    
    
    22,772,192
    
    
    
    150
    
    
    
    0Paul Whitton
    
    
    22,772,192
    
    
    
    150
    
    
    
    0Kenneth Adessky
    
    
    22,772,192
    
    
    
    150
    
    
    
    0John Grob
    
    
    22,772,192
    
    
    
    150
    
    
    
    0Michael Kron*
    
    
    22,772,192
    
    
    
    150
    
    
    
    0
 *
    
    Mr. Kron resigned from the Board of Directors effective January 16, 2008. His resignation was
not due to a disagreement with the Company on any matter relating to the Companys operations,
policies or practices. Approval of the Companys 2007 Stock Incentive Plan
  Ratification of the Appointment of Larry ODonnell, CPA, P.C. as the Companys Independent
Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2007.
   25




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PART II
 
 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
 Market Information
   
    
    that a broker or dealer approve a persons account for transactions in penny stocks; and
    
    the broker or dealer receives from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
  
    
    obtain financial information and investment experience and objectives of the person; and
    
    make a reasonable determination that the transactions in penny stocks are suitable for
that person and confirm that the person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny stocks.
  
    
    the basis on which the broker or dealer made the suitability determination; and
    
    that the broker or dealer received a signed, written agreement from the investor prior
to the transaction.
    26




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Holders
  Dividend Policy
  Unregistered Sales of Equity Securities
   Securities Authorized for Issuance under Equity Compensation Plans
  Number of
    
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    Weighted average
    
    
    remaining available forissued upon exercise
    
    
    exercise price of
    
    
    future issuance under equityof outstanding
    
    
    outstanding
    
    
    compensation plansoptions, warrants
    
    
    options, warrants
    
    
    (excluding securitiesPlan category
    
    and rights (a)
    
    
    and rights (b)
    
    
    reflected in column (a)) (c)Equity compensation
plans approved by
security holders2007 EMPLOYEE STOCK
COMPENSATION PLAN
    
    
    -0-
    
    
    
    N/A
    
    
    
    5,000,000Equity compensation
plans not approved
by security holdersNONE
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    -0-
    
    
    
    N/A
    
    
    
    5,000,000
 
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 Overview
  
    
    our ability to complete construction of our BOO plants; the projected growth or
contraction in the energy markets in which we will operate;
    
    fluctuations in the market price of primary outputs from our BOO plants, including
syngas, methanol and ethanol;
  27




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
    
    our business strategy for expanding, maintaining or contracting our presence in this
market;
    
    our ability to obtain the
necessary capital at a reasonable cost in order to finance our initiatives;
    
    anticipated trends in our financial condition and results of operations;
    
    our ability to distinguish ourselves from our current and future competitors;
    
    changes in or elimination of laws, tariffs, trade or other controls or enforcement
practices such as:
 
    
    national, state or local energy policy;
    
    federal ethanol tax incentives;
    
    regulation currently under consideration pursuant to the passage of the Energy
Policy Act of 2005, which contains a renewable fuel standard and other legislation
mandating the usage of ethanol or other oxygenate additives; state and federal
regulation restricting or banning the use of Methyl Tertiary Butyl Ether, or MTBE, a
fuel derived from methanol;
    
    environmental laws and regulations applicable to our operations and the
enforcement thereof; and
    
    regulations related to homeland security;
 
    
    changes in weather and general economic conditions;
    
    overcapacity within the ethanol and petroleum production and refining industries;
    
    total United States consumption of gasoline;
    
    availability and costs of products and raw materials
    
    labor relations; fluctuations in petroleum prices;
    
    our or our employees failure to comply with applicable laws and regulations;
    
    our ability to generate free cash flow to invest in our business and service our
indebtedness; limitations and restrictions contained in the instruments and agreements
governing our indebtedness;
    
    our ability to raise additional capital and secure additional financing;
    
    changes in interest rates;
    
    our ability to hire and retain key employees;
    
    liability resulting from actual or potential future litigation; competition;
    
    plant shutdowns or disruptions at our plant or plants whose products we will market;
  28




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
    
    availability of shuttle trains, rail cars and trucks; risks regarding a loss of or
substantial decrease in purchases by our major customers;
    
    risks related to hedging decisions, including whether or not to enter into hedging
arrangements and the possibility of financial losses related to hedging arrangements;
    
    risks related to diverting managements attention from ongoing business operations.
 Plan of Operation
   
    
    Obtain additional operating capital from joint venture partnerships, debt financing or
equity financing to fund ongoing operations and the development of BOO plants in the United
Kingdom and North America.
    
    As available and as applicable to our business plans, apply for public funding to
leverage the private capital we may raise.
    
    Actively pursue mergers, acquisitions and joint ventures to increase shareholder value.
    
    Move quickly to secure additional opportunities to develop and operate state-of-the-art
waste-to-energy plants for clients with long-term waste disposal and/or energy supply
needs.
  
    
    Waste Coal:John Grob, our President and a Director, has spent over six years developing
a project with one of Europes largest coal companies to use high-ash coal slurry at one of
its sites. This project entails dewatering the slurry and mixing it with waste coal fines
and other waste material as feedstock for a pilot 50 ton per day gasifier. This
gasification project is a key part of a larger initiative to reclaim the land for
development as well as provide syngas for an on-site power plant.
    
    European Energy Park:We currently have the lead in planning an innovative energy park
concept that integrates a variety of clean energy technologies, including a PSR unit, a
biodiesel refinery, anaerobic digesters, and potentially an algae bioreactor utilizing a
mix of renewable and waste-coal feedstock.
    
    Energy Innovation Center:We are collaborating with a city in Colorado in planning a
renewable energy center that includes a unique mix of technologies (solar, sewage sludge
reuse, gasification, biodiesel, and a pilot-scale algae bioreactor) designed to maximize
the potential eco-industrial synergies from using waste streams from one process as inputs
to other processes on the site.
  29




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Results of Operations
  Liquidity and Capital Resources
       30




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Critical Accounting Policies
  Off-Balance Sheet Arrangements
  
 ITEM 7. FINANCIAL STATEMENTS
  
 ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A. CONTROLS AND PROCEDURES.
    31




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Change in Internal Control over Financial Reporting
   
 ITEM 8B. OTHER INFORMATION
  
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  Name
    
    Age
    
    Position(s) with the CompanyDr. Earl Azimov
    
    
    45
    
    
    Chairman of the BoardJohn Grob
    
    
    58
    
    
    President and DirectorKenneth S. Adessky
    
    
    44
    
    
    Chief Financial Officer, Secretary and DirectorPaul Whitton
    
    
    62
    
    
    Vice-President and Director
 Dr. Earl Azimov:
 John
Grob:
  32




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Kenneth S. Adessky:
 Paul Whitton:
 Family Relationships
  Involvement in Certain Legal Proceedings
  Compliance with Section 16(a) of the Securities Exchange Act
   33




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Term of Office
  Committees of the Board and Financial Expert
  Code of Ethics
  
 ITEM 10. EXECUTIVE COMPENSATION
 Compensation of Executive Officers
  Change inPensionValue andNon-Equity
    
    
    NonqualifiedStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherBonus
    
    
    Award
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position (1)
    
    Year
    
    
    Salary ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    ($)John Grob,
    
    
    2007
    
    
    $
    84,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    84,000President (2)
    
    
    2006
    
    
    $
    57,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    57,500Kenneth Adessky,
    
    
    2007
    
    
    $
    42,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,000CFO and Secretary (3)
    
    
    2006
    
    
    $
    15,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,500Paul Whitton, Vice-President (4)
    
    
    2007
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0Travis Robinson, Former
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    $
    40,000

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    40,000President and Director (5)
 (1)
    
    Each of Mr. Grob, Mr. Adessky and Mr. Whitton currently serve on the Companys Board of
Directors. None of these persons receive any compensation for these director roles.(2)
    
    Mr. Grob served as CEO and President of the Company from August 2006 until March 2007. In November 2007, Mr. Grob was re-appointed as President of the
Company. All fees paid to Mr. Grob during fiscal 2006 and 2007 were as a consultant to the
Company.(3)
    
    All fees paid to Mr. Adessky during fiscal 2006 and 2007 were as a consultant to the Company.(4)
    
    Mr. Whitton served as President of the Company between June 2007 and November 2007.(5)
    
    Mr. Robinson was not serving as a Director or President of the Company as of December 31, 2007.
Mr. Robinson served as President and Director of the Company
between March 2007 and June 2007.  On May 7, 2007, the Company granted Mr. Robinson
100,000 shares of common stock at $0.40 per share as compensation for services rendered.  34




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##### Table of Contents



Compensation of Directors
  Employment Agreements
  Termination of Employment
  Indemnification of Officers and Directors
  Employee Benefit Plans
 2007 Stock Incentive Plan
  
 ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   35




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##### Table of Contents



Name and Address
    
    Amount & Natureof Beneficial
    
    of Beneficial
    
    
    PercentOwner (1)
    
    Ownership
    
    
    of Class (2)Kenneth S. Adessky
    
    
    6,137,500
    
    
    
    24.47
    %4150 Sainte-Catherine Street W.
Suite 525
Montreal, Quebec H3Z 2Y5Dr. Earl Azimov
    
    
    5,550,000
    
    
    
    22.13
    %5737 Blossom
Cote St Luc, Quebec H4W 2T2John Grob (3)
    
    
    5,550,000
    
    
    
    22.13
    %Amherst House
Stowlangtoft
Bury St-Edmunds, UK 1P313JYPaul Whitton
    
    
    50,000
    
    
    
    *2415 Shakespeare #3
Houston, Texas 77936** All officers and directors
    
    
    17,287,500
    
    
    
    68.93
    %as a group (4 persons)
 
 *
    
    Less than 1%.(1)
    
    Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities
Exchange Act of 1934, as amended, and generally includes voting or investment power with respect to
securities. Except as subject to community property laws, where applicable, the person named above
has sole voting and investment power with respect to all shares of our common stock shown as
beneficially owned by him.(2)
    
    The beneficial ownership percent in the table is calculated with respect to the number of
outstanding shares 25,078,721 of the Companys common stock as of May 5, 2008, and each
stockholders ownership is calculated as the number of shares of common stock owned plus the number
of shares of common stock into which any preferred stock, warrants, options or other convertible
securities owned by that stockholder can be converted within 60 days.(3)
    
    Includes 1,000,000 shares owned by Mr. Grobs wife, and 200,000 shares owned by his minor
son.    36




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##### Table of Contents



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
     Director Independence
  
 ITEM 13. EXHIBITS
 ExhibitNumber
    
    Exhibit Description2.1
    
    November 7, 2007 Agreement and Plan of Merger between Newsearch, Inc. and
Global Clean Energy, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13,
2007).3.1
    
    Amended and Restated Articles of Incorporation (Incorporated by reference
to the Companys Annual Report on Form 10-KSB for the year ended December
31, 2006 filed with the Commission on May 7, 2007).3.2
    
    Bylaws of Global Clean Energy, Inc. (Incorporated by reference to the
Companys Current Report on Form 8-K filed with the Commission on
November 13, 2007).4.1
    
    Specimen Common Stock Certificate (Incorporated by reference to the
Companys Registration Statement on Form 10SB-12G filed with the
Commission on April 12, 2000).10.1
    
    2007 Stock Incentive Plan (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 12, 2007).10.2
    
    $200,000 7.5% Promissory Note dated August 18, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).
  37




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.3
    
    $100,000 7.5% Promissory Note dated September 22, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.4
    
    $50,000 7.5% Promissory Note dated December 15, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.5
    
    License Agreement dated December 15, 2006, between EnviroClean Energy
Corporation and the Company (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on January 4, 2007).10.6
    
    $100,000 7.5% Promissory Note dated March 8, 2007, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Annual Report on Form 10-KSB for the year ended December 31, 2006 filed
with the Commission on May 7, 2007).10.7
    
    $75,000 7.5% Promissory Note dated August 16, 2007, payable to Profit
Consultants, Inc. (Incorporated by reference from the Companys Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2006).10.8
    
    $75,000 7.5% Promissory Note dated October 20, 2007, payable to Profit
Consultants, Inc.(Incorporated by reference from the Companys Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2007).10.9
    
    $100,000 7.5% Promissory Note dated January 20, 2008 between the Company
and Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on March 27, 2008).14
    
    Code of Ethics (Incorporated by reference to the Companys Annual Report
on Form 10-KSB of the Company for the year ended December 31, 2003 filed
with the Commission on November 17, 2004).21
    
    Description of Subsidiaries*31.1
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer*31.2
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer*32.1
    
    Section 1350 Certification by the Principal Executive Officer*32.2
    
    Section 1350 Certification by the Principal Financial Officer*
 *
    
    Filed herewith.  38




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policies and Procedures
    39




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##### Table of Contents



SIGNATURES
   GLOBAL CLEAN ENERGY, INC.By /s/ Kenneth S. AdesskyKenneth S. AdesskyChief Financial Officer  Signature
    
    Title
    
    Date/s/ Dr. Earl Azimov

Dr. Earl Azimov
    
    Chairman of the Board
    
    May 5, 2008/s/ John Grob

John Grob
    
    Director and President
    
    May 5, 2008/s/ Kenneth S. Adessky

Kenneth S. Adessky
    
    Director, CFO and Secretary
    
    May 5, 2008/s/ Paul Whitton

Paul Whitton
    
    Director and Senior Vice-President
    
    May 5, 2008
  40




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##### Table of Contents



GLOBAL CLEAN ENERGY, INC.
Financial Statements
Table of Contents
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Financial Statements:Balance Sheet
    
    
    F-2Statements of Operations
    
    
    F-3Statements of Changes in Stockholders Equity
    
    
    F-4Statements of Cash Flows
    
    
    F-5Notes to Financial Statements
    
    
    F-6 - F-10




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##### Table of Contents



Telephone (303) 745-4545
    
    2228 South Fraser StreetUnit IAurora, Colorado 80014
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Larry ODonnell, CPA, P.C.
   F-1




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##### Table of Contents



GLOBAL CLEAN ENERGY, INC.
 
 Balance Sheet
 December 31, 2007
 ASSETSCurrent assets:Cash
    
    $
    51Total assets
    
    
    51LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Advances
    
    $
    10,000Accrued compensation  officers, directors and consultants
    
    
    364,168Notes payable
    
    
    250,000Accrued Expense
    
    
    61,550$
    685,718Stockholders equity:Preferred stock; $.001 par value; authorized  15,000,000
shares; issued  noneCommon stock; $.001 par value; authorized  300,000,000
shares; issued and outstanding  24,815,521 sharesAdditional paid-in capital
    
    
    790,733Accumulated deficit
    
    
    (1,476,400
    )(685,667
    )Total liabilities and stockholders equity
    
    
    51
   F-2




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##### Table of Contents



GLOBAL CLEAN ENERGY, INC.
 
 Statements of Operations
 Year Ended December 31,
 2007
    
    
    2006Costs and expenses:Compensation  officers, directors and consultants
    
    $
    364,168
    
    
    $
    193,050Professional fees
    
    
    240,471
    
    
    
    128,253General and administrative
    
    
    71,167
    
    
    
    68,397Impairment loss  technology license
    
    
    
    
    
    
    150,000Depreciation
    
    
    1,679
    
    
    
    749Interest
    
    
    9,684
    
    
    
    6,445Net loss applicable to common shareholders
    
    $
    (837,169
    )
    
    $
    (396,939
    )Basic and diluted net loss per common share
    
    
    (.03
    )
    
    
    (.14
    )Weighted average number of common shares outstanding
    
    $
    24,815,521
    
    
    $
    2,763,444
   F-3




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##### Table of Contents



GLOBAL CLEAN ENERGY, INC.
 
 Statements of Changes in Stockholders Equity
 AdditionalCommon Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    DeficitBalances, January 1, 2007
    
    
    24,615,521
    
    
    $
    3,182
    
    
    $
    707,551
    
    
    $
    (639,231
    )Issuance for Services
    
    
    200,000
    
    
    
    80,000Balances, December 31, 2007
    
    
    24,815,521
    
    
    $
    83,182
    
    
    $
    790,733
    
    
    $
    (837,169
    )
   F-4




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##### Table of Contents



GLOBAL CLEAN ENERGY, INC.
 
 Statements of Cash Flows
 Year Ended December 31st
 Year Ended2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (837,169
    )
    
    $
    (396,939
    )Adjustments to reconcile net loss to net cash
used in operating activities:Common stock issued for services
    
    
    80,000
    
    
    
    12,775Forgiveness of interest
    
    
    
    
    
    
    6,445Depreciation
    
    
    1,679
    
    
    
    794Impairment loss  Technology License
    
    
    150,000Changes in operating assets and liabilities:Prepaid legal
    
    
    2,500
    
    
    
    (2,500
    )Security deposit
    
    
    
    
    
    
    (2,200
    )Advances
    
    
    10,000
    
    
    
    10,000Accrued compensation  officers, directors and consultants
    
    
    229,199
    
    
    
    70,888Other accrued expenses
    
    
    137,310
    
    
    
    (36,762
    )Net cash used in operating activities
    
    
    (226,481
    )
    
    
    (337,499
    )Cash flows from investing activities:Purchases of equipment
    
    
    
    
    
    
    (11,663
    )Net cash used in investing activities
    
    
    
    
    
    
    (11,663
    )Cash flows from financing activities:Proceeds from promissory notes
    
    
    220,000
    
    
    
    375,000Repayment of stockholders loans
    
    
    
    
    
    
    (22,500
    )Net cash provided by financing activities
    
    
    220,000
    
    
    
    352,500Net increase (decrease) in cash
    
    
    51
    
    
    
    3,338Cash at beginning of yearCash at end of year
    
    $
    51
    
    
    $
    3,338Supplemental disclosure of noncash investing and
financing activities:Common Stock issued for services
    
    $
    80,000
   F-5




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##### Table of Contents



GLOBAL CLEAN ENERGY, Inc.
 
 Notes to Financial Statements
 Note 1  Organization
    Note 2  Summary of Significant Accounting Policies
 Use of Estimates
  Equipment
  Impairment of Long-Lived Assets
   F-6




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##### Table of Contents



GLOBAL CLEAN ENERGY, Inc.
Notes to Financial Statements
 Financial Instruments
  Stock-Based Compensation
   Comprehensive Income
  Net Loss Per Share
   Recently Issued Accounting Pronouncements
   F-7




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##### Table of Contents



GLOBAL CLEAN ENERGY, Inc.
Notes to Financial Statements
  Note 3  Technology License
   Note 4  Borrowings
      F-8




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##### Table of Contents



GLOBAL CLEAN ENERGY, Inc.
Notes to Financial Statements
 Note 5  Stockholders Equity
 Common Stock
      Preferred Stock
  Employee Stock Compensation Plans
  Note 6  Income Taxes
   F-9




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##### Table of Contents



GLOBAL CLEAN ENERGY, Inc.
Notes to Financial Statements
    Note 7  Commitments and Related Party Transactions
  Note 8  Subsequent Events
    F-10




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description2.1
    
    November 7, 2007 Agreement and Plan of Merger between Newsearch, Inc. and
Global Clean Energy, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13,
2007).3.1
    
    Amended and Restated Articles of Incorporation (Incorporated by reference
to the Companys Annual Report on Form 10-KSB for the year ended December
31, 2006 filed with the Commission on May 7, 2007).3.2
    
    Bylaws of Global Clean Energy, Inc. (Incorporated by reference to the
Companys Current Report on Form 8-K filed with the Commission on
November 13, 2007).4.1
    
    Specimen Common Stock Certificate (Incorporated by reference to the
Companys Registration Statement on Form 10SB-12G filed with the
Commission on April 12, 2000).10.1
    
    The 2002 Compensatory Stock Option Plan (Incorporated by reference to the
Companys Form 8-K filed with the Commission on May 20, 2003).10.2
    
    The 2002 Employee Stock Compensation Plan (Incorporated by reference to
the Companys Current Report on Form 8-K filed with the Commission on May
20, 2003).10.3
    
    2007 Stock Incentive Plan (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 12, 2007).10.4
    
    $200,000 7.5% Promissory Note dated August 18, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.5
    
    $100,000 7.5% Promissory Note dated September 22, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.6
    
    $50,000 7.5% Promissory Note dated December 15, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.7
    
    License Agreement dated December 15, 2006, between EnviroClean Energy
Corporation and the Company (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on January 4, 2007).10.8
    
    $100,000 7.5% Promissory Note dated March 8, 2007, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Annual Report on Form 10-KSB for the year ended December 31, 2006 filed
with the Commission on May 7, 2007).10.9
    
    $75,000 7.5% Promissory Note dated August 16, 2007, payable to Profit
Consultants, Inc. (Incorporated by reference from the Companys Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2006).




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.10
    
    $75,000 7.5% Promissory Note dated October 20, 2007, payable to Profit
Consultants, Inc.(Incorporated by reference from the Companys Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2007).10.11
    
    $100,000 7.5% Promissory Note dated January 20, 2008 between the Company
and Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on March 27, 2008).14
    
    Code of Ethics (Incorporated by reference to the Companys Annual Report
on Form 10-KSB of the Company for the year ended December 31, 2003 filed
with the Commission on November 17, 2004).21
    
    Description of Subsidiaries*31.1
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer*31.2
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer*32.1
    
    Section 1350 Certification by the Principal Executive Officer*32.2
    
    Section 1350 Certification by the Principal Financial Officer*
 *
    
    Filed herewith.