UNITED
STATESSECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K




(Mark
One)




x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934




For
the Fiscal Year Ended December 31, 2009




or




o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934




Commission
File Number: 0-30303




GLOBAL
CLEAN ENERGY, INC.


(Exact
name of registrant as specified in its charter)


Maryland
                            
                            No.
      84-1522846(State
      or other jurisdiction of incorporation or organization)
                            
                            (I.R.S.
      Employer Identification No.)6040
      Upshaw Dr. #105
                                Humble,
      Texas
                            
                            77396(Address
      of principal executive offices)
                            
                            (Zip
      Code)
  Registrant's
telephone number, including area code:
 (281)
441-2538
 Securities
registered pursuant to Section 12(b) of the Act:
  Title
      of Each Class
                      
                      Name
      of Each Exchange on Which RegisteredNone
                      
                      None
  Securities
registered pursuant to Section 12(g) of the Act:
  Common
      Stock, par value $.001 per share(Title
      of Class)(Title
      of
Class)


Indicate by check mark
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes oNo
x




Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Act. Yes oNo
x




Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to the filing requirements for at least the
past 90 days. Yes xNo
o




Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act (Check one):





Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              Smaller
      reporting company
              x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x





The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant on April 12, 2010, was $1,077,973 (based on the closing price
of the registrant’s common stock on that date).




38,803,721
shares of Common Stock were outstanding at April 12, 2010.
 DOCUMENTS
INCORPORATED BY REFERENCE
  None







GLOBALCLEAN ENERGY, INC.
  10-K
for the Year Ended December 31, 2009
  Table
of Contents




Page




PART
      IItem 1. Business
            4Item 1A. Risk Factors
            13Item 1B. Unresolved Staff Comments
            20Item 2. Properties
            20Item 3. Legal Proceedings
            21PART
      IIItem
      4. Market
      for Registrant’s Common Equity and Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
            21Item 5. Selected Financial Data
            22Item 6. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            23Item 6A. Quantitative and Qualitative Disclosures About Market
      Risk
            26Item 7. Financial Statements and Supplementary
      Data
            26Item 8. Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure
            26Item 8A. Controls and Procedures.
            26Item 8A. (T). Controls and Procedures.
            26Item 8B. Other Information
            27PART
      IIIItem 9. Directors, Executive Officers and Corporate
      Goverance
            27Item 10. Executive Compensation
            30Item 11. Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            31Item 12. Certain Relationships and Related Transactions; and
      Director Independence
            32Item 13. Principal Accountant Fees and
      Services
            33Item 14. Exhibits and Financial Statement
      Schedules
            33




Table of Contents




FORWARD-LOOKING
STATEMENTS
  This
report contains forward-looking statements and information relating to us that
is based on the beliefs of our management as well as assumptions made by, and
information currently available to, our management. When used in this report,
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and
similar expressions, as they relate to us or our management, are intended to
identify forward-looking statements. These statements reflect management’s
current view of us concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others:
  ·
              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 renewable 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 renewable energy 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-K.
  Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. All written and
oral forward-looking statements attributable to us or persons acting on our
behalf subsequent to the date of this Annual Report are expressly qualified in
their entirety by the foregoing risks and those set forth in the “Risk Factors”
section below.
  When used
in this report, the terms “Company,” “GCE,” “we,” “our” and “us” refer to Global
Clean Energy, Inc.
 
 3
 Table of Contents
  PARTI
  ITEM 1.  BUSINESS
  Introduction
 
 Global
Clean Energy, Inc., a cleantech corporation, develops and markets proprietary
technology in waste to energy management.  With the growing awareness
for the need to develop alternative sources of energy, both established and
startup companies are entering into the field utilizing a multitude of
technologies including bio, solar, wind, geothermal and hydrogen
energy.  Our focus is organic waste recovery.  We have
developed two complementary technologies to salvage and reform waste from a
variety of sources to produce a variety of clean energy
byproducts.  We believe that we are well-positioned to exploit fully
the opportunities presented by the government policies and programs that are
setting the agenda for the alternative energy industry.  We are at the
forefront of global initiatives to reduce greenhouse gas emissions and lower the
dependency in the USA and Europe on imported oil and natural gas, with
proprietary and innovative technologies for clean coal and renewable energy and
international partners in business, university, consulting and
engineering.
 
 Our
Mission
  R.E.S.C.U.ETM
-- Reforming Environmental Salvage into Clean Usable Energy
 
 Global
Clean Energy, Inc., in collaboration with Concordia University and Cascades
Engineering, a division of Cascades Canada Inc., one of Canada’s largest paper
manufacturers, have spent two years researching and developing technology to
recover and reform synthetic fuel from waste containing a wide variety of carbon
byproducts.   The result was the filing of two proprietary
patents:
 
 ·
              the
      AirPumpTM that utilizes Vortex technology to efficiently separate waste and
      recover carbon from extracted material;
and
 ·
              a
      hybrid steam gasifier, the G2G Steam Reformer, a world’s first in
      gasification technology.
 
 Both
technologies, with accomplished proof-of-concept, constitute the foundation of
GCE’s mission: to produce clean energy by clean, sustainable methods and lead an
industrial revolution in waste management and disposal.
 
 We are
focused on global markets, energy and environmental concerns.  To
accomplish our projects, we are supported by engineering, procurement,
construction and research partners. These business relationships form the core
of our ability to design, develop and supply technology for a wide-range of
applications. In this regard, GCE is engaged in and currently accepting orders
for projects: which can benefit from mid-range (5 to 100 megawatt equivalent)
converted energy production; and which can benefit from the use of our
proprietary AirPumpTM.
  What
begin as a search for best of breed technologies to convert waste and biomass
into clean renewable energy, has evolved and expanded into five areas of active
business development:
  ·
              research
      and development of new
technologies;
 ·
              international
      joint-ventures to develop waste-to-energy
  projects;
 ·
              offering
      technology and services for environmental ash cleanup
      operations;
 ·
              expanding
      into renewable energy production;
and
 ·
              seeking
      public financing for projects in the green energy
  sector.
 
 Business
Summary
 
 As global
reserves diminish, biodiesel and other synthetic fuels are now regarded as
realistic alternatives to oil.  The combination of fears about
declining conventional oil reserves, increasing demand from developing countries
like India and China, and dependence on unstable suppliers in the Middle East
and elsewhere, has generated tremendous interest in developing alternative
energy sources.
  4
 Table of Contents
  Our
Technology
 
 The
AirPumpTM
 
 Existing
slurry lagoons in the mining, fossil fuel and pulp and paper industries pose a
serious threat to the environment, world-wide.  These slurry lagoons
can cause disaster to their surrounding environment. In February 1972 in Logan
County, West Virginia, over 100 million gallons of coal slurry breached from
holding dams, flooding the Buffalo Creek River system. Besides the $50 million
of damage and long-term impact to the eco-system, 125 people were killed, a
thousand others injured and thousands of others left homeless.  The
massive spill in Dec. 2008, where a billion gallons of ash slurry breached from
just one of the more than 100 slurry lagoons in Kentucky, highlights the urgency
to address the problem. Similar
situations can be found across the globe. In the current tar-sand operations in
northern Alberta, Canada “at least 90% of the fresh water used in the oil sands
ends up in ends up in tailing ponds so toxic that propane cannons are used to
keep ducks from landing.   Evidence points to the fact that these
ponds are already leaching into Canada’s major freshwater system.
  Designed
to address the challenge of emptying deep slurry lagoons created during mining,
fossil fuel and pulp-and-paper production, our  proprietary cyclonic
pump can recover massive amounts of toxic waste to be reformed into an
alternative energy resource using the G2G.  The device uses only
compressed air to create a tornado-like effect inside a circular chamber,
employing no moving parts. The resulting low pressure system in the chamber
draws materials in at the base, spinning and propelling the material upwards
with great force, increasing in power the deeper it descends.  In
stark contrast to conventional submersible dredging devices that contain screws
or impellers, this device has no impediments to the flow of material, nor does
it employ components that can break, wear out or be damaged by abrasive
materials.  Nor are there electrical components that could complicate
safe operation under water and in other hazardous environments.
 
 Unlike
heavy equipment which cannot be used in close proximity to industrial waste
lagoons or in difficult to access locations, the AirPumpTM is lightweight and
easily attached to the end of solid or flexible pipe, making it relatively
simple to deploy or redirect, posing little or no safety hazard to the
operator.
 
 The
unique design of the AirPumpTM makes it an excellent investment for any industry
requiring extraction-based clean up.  We believe that the Canadian oil
sands, already a divisive and controversial issue for governments and
environmental organizations, would benefit from this technology.  The
AirPump has been used by UK Coal to empty an accumulation of coal slurry lagoons
for land recovery, redevelopment and biofuel production.
 
 Enhanced
AirPump Design
 
 A new
water-based version of the AirPumpTM is currently being developed based on the
research assistance of Dr. George Vatistas, Professor of Mechanical and
Industrial Engineering at Concordia University and former Associate Dean of
Engineering.  Being one the world’s leading experts in vortex systems,
Dr. Vatistas has over 30 years of experience in both theoretical and practical
work on vortices in nature.  The expected applications for the
enhanced AirPumpTM will include above surface pumping of liquids and slurries,
allowing us to offer both land and water-based dredging and pumping
technologies.
 
 AirPump
Advantages and Applications
 
 The
advantages of the AirPumpTM are multiple. The simplicity of its design means that
it requires no special training to operate. Running on compressed air, water, or
inert-gases, there are no electrical components.  This allows the pump
to operate safely in hazardous environments, such as underwater or in
mineshafts.
  5
 Table of Contents
  As
compared to standard dredging devices which contain screws or impellers, there
are no impediments to the flow of material through the pump, nor are there any
components which can wear out, stuck or be damaged by abrasive materials (rocks,
sand, tar etc). The pump can be directed and pin-point way, causing minimal
impact to the surroundings where it is operated.
 
 The G2G Steam Reformer – the
future of pyrolytic gasification
 
 Gasification,
a thermal process by which feedstock (i.e. fossil fuels, plastics, solid wastes
and biomass) is converted to synthetic fuel gas (syngas), has been used in some
form for almost 30 years as a viable waste-to-energy, or WtE
technology.  But existing gasification plants use air or oxygen to
combust feedstock, releasing toxic nitrogen and sulfur compounds.  By
contrast, our steam-reforming method minimizes those toxins by processing
materials in an oxygen-starved environment.  Our solution for
gasification is a process by heating organic material at high temperature
(>700°C) and controlling the amount of oxygen it combines, producing a
synthetic gas commonly referred to as Syngas, while minimizing
emissions.  At very high temperatures toxic, medical and even nuclear
waste can be processed in a safe and clean manner. Additionally, Syngas can be
used as an energy source of heat or electricity, converted to Hydrogen gas or
liquid fuels such as ethanol and methanol, making it a highly versatile source
of energy.
 
 Moreover,
unlike most existing gasifiers which are designed exclusively for a single or
limited input feedstock, the G2G is designed to accept and process a wide range
of carbonaceous materials including coal, plastic, rubber, Municipal Solid
Waste, or MSW.
 
 Consequently,
the G2G is a substantial upgrade over the incineration processes currently used
for MSW disposal because:
 ·
              in
      contrast to incineration, gasification is a cleaner process, with higher
      carbon conversion efficiency;
 ·
              in
      the absence of oxygen, minimal nitrogen and sulfur emissions are
      produced;
 ·
              emissions
      are controlled by scrubbing to remove
  contaminants;
 ·
              gasification
      plants are quicker and less expensive to build than incinerators;
      and
 ·
              the
      resulting syngas can be used directly to power gas engines (and
      potentially hydrogen fuel cells) or be catalytically converted to liquid
      hydrocarbon fuel such as kerosene or
diesel.
 
 CGE’s
hybrid gasification technology, already in next-stage development presents a
virtually limitless opportunity for biofuel production, waste management and
toxic waste clean-up.
 
 Current
Projects
 
 Salaberry-de-Valleyfield,
Québec –
 
 On
December 9, 2009, the City of Salaberry-de-Valleyfield announced field testing
of our gasification technology to convert MSW and industrial waste to synthetic
gas and biodiesel.  The funding from this initiative came from the
Canadian government through the Green Municipal Fund of the Federation of
Canadian Municipalities.
 
 This
project is designed to significantly reduce the amount of waste the city sends
to landfill and to generate substantial savings on transportation and disposal
of waste.  We expect that ongoing collaboration between us and the
city will also result in a new source of biodiesel to fuel some city
installations and municipal vehicles at a reduced energy cost.
 
 Phase Two
of the project will gasify 5,000 metric tons of MSW per year.
 
 Phase
Three will establish a regional MSW sorting centre including construction of a
gasification plant capable of processing 30,000 metric tons of waste per year,
or more depending on the feedstock.
 
 We
believe that the full-scale gasification project in Phase Three will accomplish
the following:
 ·
              eliminate
      9,000 truckloads of MSW per year from
landfill;
 ·
              produce
      10,000,000 gallons of fuel from MSW and industrial waste
      products;
 ·
              reduce
      collateral greenhouse gas emissions at landfill sites;
  and
 ·
              reduce
      vehicle emissions from transportation of waste material to
      landfills.
  6
 Table of Contents
  This
venture affords us a unique opportunity to advance our research and development
in an industrial park with an endless supply and variety of
feedstock.  And it functions as a prototype for the future of MSW
management which is still being defined by an evolution of government
policy.
  For
example, the Quebec government recently announced that municipal regions will be
required to recover 65% of all waste generated by their citizens, businesses and
institutions in order to divert as much waste as possible from landfill (“Transformer les poubelles en
combustible”,La Presse, January 26, 2010).
 
 The
province of Quebec has commenced with mandating the production of
bio-fermentation and composting solutions for its organic waste to reduce
landfill requirements.  The challenge of non-organic waste has not
been dealt with and will continue to require disposal. These policies accord us
the authority to establish gasification as a necessary supplement to
tri-composting and biomethanization and as a new standard for the construction
of waste treatment and processing facilities.
 
 Salaberry-de-Valleyfield’s
need for small-scale, local energy production accurately mirrors the needs of
other municipalities and offers a valuable opportunity to demonstrate how
gasification works and how local biofuel production can be incorporated into
future public works and urban planning projects.
 
 We
believe that a functional 125 mtpd gasification plant has enormous commercial
potential.  Beyond managing MSW, generated on average in developed
countries of 1 ton per person per year, the same gasifier can be commissioned
for uses in any energy reformation application involving carbon-rich feedstock,
including turning coal into natural gas.
 
 UK
Coal – Clean Coal Gasification
 
 In 2002,
we approached UK Coal with the intention of reforming coal into synthetic gas.
Current industrial incineration of coal produces energy by burning coal with
oxygen, resulting in emissions that are harmful to the
environment.  Subsequently, we entered into a Memorandum of
Understanding with UK Coal to dredge slurry ponds for land
recovery.
 
 Economic
conditions in the UK and their impact on UK Coal have delayed proposed dredging
and land recovery and rehabilitation projects outlined in a Memorandum of
Understanding.   GCE is developing strategies for the
newly-elected government (regardless of who wins) that allow GCE and UK Coal to
follow through on their commitments. A physical operating presence in England
will enhance GCE’s profile as an international company and serve as an entry
point to other EU nations.
 
 UK Coal
is an attractive strategic partner, as it has millions of tons of untapped coal
slurry; in lagoons at old deep mine sites near Doncaster in North East England
can provide an excellent feedstock source for the GCE Gasifier. The slurry can
be reformed into Syngas and from there converted into electricity. UK Coal has
expressed a wish to buy all Syngas produced from this plant to generate
electricity for their own use.
  Furthermore,
UKC has assigned 30 acres of land adjacent to its Kellingley Colliary for GCE to
site and develop a gasification plant.  Additionally, UKC holds all
relevant and necessary permits for GCE to build and operate its PSR technology
on this site, which could possibly advance by months the time and costs that
would otherwise be required in planning and meeting regulatory requirements. GCE
is also being supported by NISP (National Industrial Symbiotic Programme), a UK
Government department under the Department of Trade and Industry, to accelerate
this project to a speedy and successful start.
  Our site
at Kellingley is slated to process 125 tons per day of coal and other feedstock.
These other feedstock alternatives will include plastics (including car
plastics), tires, sewage cake, paper, cardboard, municipal waste, disposal
diapers and biomass (e.g., corn stalks, willow and paper mill
pulp).
  7
 Table of Contents
  We will
show a greater profit by including feedstocks which have tipping fees, as the
net cost of feedstock will be effectively zero. Although it is too early to
state with assurance, we also believe that the sale of Renewable Obligation
Certificates (ROCs) which are credits for reductions in carbon dioxide
emissions) could be profitable for us.
  World-Wide
Connections and Opportunities
 
 We
benefit from board members who reside in Canada and the USA and who bring their
contacts and regional expertise to the table.  In the UK, the focus
for GCE has been on helping find innovative ways to take advantage of its huge
coal reserves. In Canada, a country blessed by natural resources, the focus is
on developing green energy systems.
 
 In the
USA, head-office of GCE, the focus has been on renewable energy production where
President Obama has proposed to make renewable energy a central initiative for
the government.
 
 Plans for Future
Development
 
 ·
              We
      are studying a plan to acquire a former shrimp farm in Texas for algae
      production.  For now, the infrastructure modification costs seem
      too high and the undertaking may be too much of a distraction from GCE’s
      core business.  However, from our head office in Houston, GCE
      will continue to monitor relevant developments in biomass production and
      preparation and will apprise us of financing opportunities with local
      bodies to set up operations in the city’s renewable energy
      park;
  ·
              We
      plan to commercial license the AirPumpTM to expedite deployment across a
      range of industries and generate seed revenue for other
      projects;
  ·
              We
      intend to continue exploratory discussions with a motivated third-party to
      design and build mobile gasification testing
  units;
  ·
              We
      hope to complete a scaled-up design of a 100-200 ton stackable
      gasification unit for manufacturing by
2013;
  ·
              We
      anticipate developing working relationships with representative bodies and
      associations of industries that would most benefit from our two core
      technologies;
  ·
              We
      plan to advance education at all levels of government about gasification
      and vortex pump technology to facilitate technically-informed
      budgetary/funding decisions;
  ·
              We
      intend to create working partnerships with waste preparation, engineering,
      construction, and recycling companies to secure a position in the first
      wave of the emerging MSW industry;
and
  ·
              We
      hope to expand GCE’s presence in the research and development cycle of
      universities and research centers in Canada, the U.S. and
      overseas.
  THE ALTERNATIVE ENERGY
INDUSTRY
  We
believe that we are well positioned to take advantage of the tremendous
opportunities in the mushrooming alternative energy industry due to our
technology, project development approach and financial engineering
expertise.  We are structured to be a low-cost supplier in its
selected market niches and will be positioned to survive periods of market
weakness and to thrive during market expansions.
  The
combination of fears about declining conventional oil and gas reserves,
increasing demand from developing countries like India and China, and dependence
on unstable suppliers in the Middle East, Russia and elsewhere, has generated
tremendous interest in developing alternative energy sources. As oil and gas
prices reached an all-time high this year, most experts agreed that the
increasing costs of tapping non-conventional oil sources and growing world-wide
demand for oil will create powerful long-term opportunities for alternative
energy. As global reserves diminish, ethanol, methanol, biodiesel and other
synthetic fuels are now regarded as realistic alternatives to oil.
  8
 Table of Contents
  Alternative
energy will experience very rapid increases in demand, as energy markets
experience substantial growth in demand, because there is little near-term
ability to increase conventional oil production. Low cost (and well funded)
alternative energy supplies are most likely to survive market fluctuations, as
it has been demonstrated recently.  Under these circumstances,
feedstock for waste and biomass-based technologies will quickly become a
limiting factor and only those alternative energy producers with access to
feedstock supplies at reasonable prices will be able to take full advantage of
the opportunity. Thus, in the face of potentially wide swings in market
conditions, we believe that we will be well-positioned to be successful due to
its low cost of production and ability to negotiate long-term feedstock supply
and off-take agreements (preferably at fixed prices).
  COMPLEMENTARY
NEXT-GENERATION TECHNOLOGIES
  We
recognize that alternative energy technologies are evolving rapidly and that
other technologies that are likely to emerge may provide for various
applications. These technologies will allow us to develop projects over a wider
size range and broader scope of potential feedstock. 
We
currently employ a number of industry consultants to help us broaden our search
for complementary technologies.
  THE CURRENT
MARKET
  We
believe we can become a significant niche player in the massive world-wide
energy market by developing and operating “private power” R.E.S.C.U.E projects
primarily for industrial and public sector entities that have waste disposal and
on-site or near-by energy requirements.  There is a tremendous
opportunity for providing BOO (Build-Own-Operate) plants that have access to
waste or low-cost feedstock and provide the bulk of the output to the local
hosts, thereby avoiding direct competition with large utility-scale generators
and suppliers.
  Worldwide
primary demand is forecast to increase most rapidly for natural gas, followed by
oil, and then coal. Hydro, although a relatively small contributor, is projected
to grow at 1.8% per year between 2002 and 2030, while biomass and other waste is
projected to grow at 1.3% annually. Industrial use is projected to grow more
slowly than transport or residential use, primarily because of growing
efficiency in the industrial sector.
  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
              %
  Source:
International Energy Agency, Global Energy Trends, 2004
  In order
to comply with new environmental requirements, gasification is projected to
account for a significant portion of the increase in demand for coal over the
next few years, especially in large IGCC (Integrated Gasification Combined
Cycle) applications.  At the same time, while relatively small, much
of the increase in biomass and waste utilization will be through gasification
and biodiesel production, with a decline in direct wood use by households in
developing countries. As a result, there may be substantial opportunities for
smaller niche players to target specialty markets, without having to compete
directly with large oil and utility companies.
  9
 Table of Contents
  Another
important trend is the growing role of public policies in setting energy and
waste disposal prices. For example, in some of our target markets, energy use
taxes have pushed retail prices of gasoline as high as six dollars or more,
versus half that in the United States. Similarly, limitations on land disposal
option and higher tipping fees and taxes have made some waste disposal costs as
much as twice as expensive as they are in the United States. In addition, carbon
taxes and tradable emissions permits for carbon dioxide and other greenhouse
gases are increasingly changing the relative costs of different fuels. These
trends are likely to continue as various countries allocate give different
priorities in dealing with environmental problems and global warming. We
anticipate the developed countries as being most likely to take the lead in the
near-term, with developing countries following suit.
  Marketing
Plan
  We will
focus on projects for industrial and municipal facilities that have low-cost
fuel supplies and on-site gas, electricity and/or process heat needs. These
facilities typically prefer to purchase their energy (and where necessary, waste
disposal services) from third parties.  Our primary product offering,
therefore, is anticipated to be a one-stop, full-service, third-party source for
generating on-site Syngas, heat, electric power, and/or ethanol or other liquid
fuels from locally available waste or low-cost fuel sources.
  We intend
to be a leading supplier of mid-size, on-site gasification facilities by
providing the best suited technology at a competitive price.  We will
initially offer a range of gasifiers and associated gas-to-liquids technology,
but will ultimately utilize whatever equipment is best at the
time.  We will target creditworthy public and private sector clients
across a broad range of industries and geographic regions in order to diversify
and reduce market risks.  If it is successful in penetrating the UK,
Canadian and U.S. markets, we intend to expand to other international markets
targeting clients with similar profiles.
  We will
be prepared to enter into energy savings contracts, either in partnership with
existing energy service companies (ESCOs) or on an independent basis. Where
clients want to participate directly in potential cost savings, we will price
our gasification projects to be competitive with other vendors, but will compete
on the quality of the technology and responsiveness to client needs, rather than
on price.
  Target
Markets
  The
market segment being targeted by we is mid-scale applications, especially
industrial and municipal facilities that generate or process waste materials and
need on-site energy for their own use.  In addition, where appropriate
low-cost or no-cost waste feedstock is available, we plan on developing
stand-alone “merchant” energy facilities. With our suite of technologies, we
believe that the costs of providing energy from low-cost feedstock such as
poor-quality coal, agricultural wastes, or industrial byproducts are quite
low.  Given anticipated low production costs, we can stand on our own
as a producer of energy at most locations where low-cost feedstock supplies are
available. However, we can more easily insulate itself from broad price
fluctuations through the use of longer-term feedstock supply and energy purchase
agreements by concentrating primarily on the on-site segment.
  Target
Clients
  GCE will
target governments including municipalities and industries such as food, paper
and chemical products, all of which have substantial demand for process heat, as
well as electric power (and often liquid fuels for their vehicle
fleets).  Priority will be given to those companies that are in a
position to enter into both feedstock supply and energy off-take agreements
either on a fixed-price or toll-processing basis.  In this way, GCE
will insulate itself from feedstock and energy market price fluctuations for its
first plants.
  Due to
the fact that we will be depending primarily on the security of the long-term
feedstock supply and energy off-take agreements, we will attempt to give
priority to companies with strong balance sheets and good out-year
prospects.  It is currently intended that companies with less secure
business prospects will generally be served only if they can post performance
bonds or provide other assurances that minimize the risks of their
non-performance.  In this regard, municipal clients will often be the
most secure.
  10
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  Competition
  Only a
handful of companies (e.g., Intrinergy, Blue Fire Ethanol, Range fuels, Plasco)
are focused on the “inside-the-fence” market segment and most of these are
emphasizing the United States market because of its size. Of these companies, we
are not aware of any that have the combination of worldwide licensing rights to
specific technologies, together with a focus on all promising markets around the
globe. This combination of preferred access to some of the most promising
gasification technology, together with the ability to source other technologies
more suited for particular applications, represents a significant barrier to
market entry for most potential competitors.
  Another
barrier to entry is the difficulty that most private firms have in accessing
capital markets to finance BOO projects.  GCE’s ability to access well
proven technology with an excellent track record means that lease finance is
available for the plant and ancillary equipment and, in the UK at least, no
property costs.
  Research
and Development
  We expect
to focus our research and development on designing, developing and testing the
technologies that we offer or will offer to our customers. A primary goal will
be to bring new products and new versions of existing products to market quickly
in order to keep pace with customer demands and remain competitive in the
marketplace. During the fiscal year ended December 31, 2009, over
$2,000,000 was allocated towards research and development expenses.
  For
2009-2012, research facilities are being set up at and in conjunction with
Concordia University in Montreal, Canada. On site research at our the City of
Salaberry-de-Valleyfield and Kingsley Falls, Quebec is being done with the
assistance of funding from the Canadian Federal Governments’ Green Municipal
Fund of the Federation of Canadian Municipalities.
  Along
with research being conducted by Dr. Vatistas to hone the design of the
AirPumpTM, GCE is looking to expand into other areas of research with the
University, including cyclonic separation of materials (e.g. coal from slurry)
and coal to liquid reforming.
  The
company is continuing extensive research on the efficiency and ongoing
developments of feedstocks for biomass fuel conversion.  The company
continues to pursue the acquisition of a pilot demonstration site with
particular emphasis on algae and jatropha development.
  Patents
  Global
Clean Energy, Inc., acquired the entire right, title and interest in and to a
static fluid mixing pump device,set forth in a Patent
application for Letters Patent of the United States, filed on June 30th,
2008 as U.S. Application No. 61/129, 484; as well as the inventions and
Application for Letters Patent of the United States, and in and to any Letters
Patent of the United States to be obtained therefore and thereon from Mr. Philip
Azimov for the consideration of 300,000 shares of our Common Stock.
  We also
in 2009 acquired the entire right, title and interest in a proprietary Hybrid
Gasification System,set forth in a Patent application for Letters Patent of the United
States, filed on March 24, 2009 under #61/202,671, as well as the inventions and
Application for Letters Patent of the United States, and in and to any Letters
Patent of the United States to be obtained therefore and thereon from Mr. Philip
Azimov and Mr. Louis-Phillipe Senecal for the consideration of 1,000,000 shares
of our Common Stock valued at $1,000,000 for such assignment.
  Government
Incentives and Policies
  The Obama
administration has made as a cornerstone of  the United States Federal
Governments’ efforts to expand and support   research into
renewable energy.  The present laws such as the governments’ loan
guarantee program have been put on a “fast track” for utilization.  In
the US proposals, included is $75 billion over 10 years to establish a permanent
tax credit for research and experimentation for all forms of renewable
energy.  Additionally, the US budget includes $20 billion in tax
incentives for clean energy and $39 billion for biomass fuel
development.  It is the intention of the new administration to create
3.5 million jobs in the renewable energy sector.
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  To take
advantage of the tremendous growth in monetary support by the Federal
government, over the last two months, we have become a registered and approved
company with the following required entities:    www.ccr.gov. , www.grants.gov.,
ORCA, and FEDBIZOPPS.gov.
  The staff
of Global Clean Energy has throughout the year been engaged with meetings in
Washington, D.C. and other sites in the US to take the fullest advantage of
monies available in the renewable energy field.
  Government Regulations,
Environment and Permits
  Our
technologies are subject to compliance with United States federal, state and
local environmental, health and safety laws and regulations. These regulations
govern operations and use, storage, handling, discharge and disposal of a
variety of substances. For instance, under CERCLA, we could be held jointly and
severally responsible for the removal and remediation of any hazardous substance
contamination at our facilities, at neighboring properties (where migration from
our facilities occurred) and at third party waste disposal sites. We could also
be held liable for any consequences arising out of human exposure to these
substances or other environmental damage. We may incur substantial costs to
comply with these environmental, health and safety law requirements. We may also
incur substantial costs for liabilities arising from past releases of, or
exposure to, hazardous substances. In addition, we may discover currently
unknown environmental problems or conditions. The discovery of currently unknown
environmental problems or conditions, changes in environmental, health and
safety laws and regulations or other unanticipated events could give rise to
claims that may involve material expenditures or liabilities for
us.
  Employees
  The
company at present has 4 full time employees, 12 consultants on a project basis
and a network of  subcontractors.
  Available
Information
  We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any document
we file with the Commission 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 public reference rooms. Our
Commission filings are also available to the public from the Commission's
Website at www.sec.gov.
  Corporate
History
  Global
Clean Energy, Inc. (“GCE”), a Maryland corporation, was incorporated on November
8, 2007.  GCE is successor to Newsearch, Inc. (“Newsearch”), a
Colorado corporation, which was incorporated on December 3,
1999.  Newsearch was dormant until August 20, 2002, when it
acquired Panache, Inc. (“Panache”), a Colorado corporation, and Panache became a
wholly-owned subsidiary of Newsearch.  Panache was incorporated under
the laws of Colorado on May 18, 1998, and sold women’s apparel under its
trade name, “The Ollie Collection,” on a wholesale basis primarily through its
display showrooms at the Denver Merchandise Mart. In addition, Panache
represented several manufacturers of women’s apparel and accessories and also
bought and resold women’s apparel and accessories for its own account, for
resale. Panache ceased operations in June 2004, when it determined that its
business plan could not be executed due to a lack of operating capital and
prospects for raising adequate funding, and was later dissolved in
January 2005. Newsearch was dormant from July 2004 through
July 2006 when it began operating in furtherance of its current business
plan.
  By
stockholder approval, on November 13, 2007, Newsearch’s state of
incorporation was changed from Colorado to Maryland and at the same time,
Newsearch changed its name to Global Clean Energy, Inc

..
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  Internet Web
Site
  Our
website is located at http://www.globalcleanenergy.net.
  ITEM1A.  RISK
FACTORS
  You
should carefully consider the risks described below. 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-K, including our financial
statements and related notes.
  We
are in need of additional funds to operate our business without which we may not
be able to continue to operate.
  Currently,
we do not have any financing arrangements in place.  We may need to
raise additional funds through the issuance of equity and/or debt through
private placements or public offerings to provide financing to meet the needs of
our long-term strategic plan.  If we raise additional financing
through the issuance of equity, equity-related or debt securities, those
securities may have rights, preferences or privileges senior to those of the
rights of our common stock and our stockholders may experience dilution of their
ownership interests.  Similarly, the incurrence of additional debt
could increase our interest expense and other debt service obligations and could
result in the imposition of covenants that restrict our operational and
financial flexibility. If financing is not available or obtainable within the
next three months, our ability to meet our financial obligations and pursue our
plan of operation will be substantially limited and investors may lose a
substantial portion or all of their investment.
  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 have a
limited operating history upon which you can evaluate our business and
prospects. We cannot provide any assurance that we will profitable in any given
period or at all. You must consider our business, financial history and
prospects in light of the risks and difficulties we face as an early stage
company with a limited operating history. In particular, our management may have
less experience in implementing our business plan and strategy compared to our
competitors, including our strategy to establish our operations and build our
brand name. In addition, we may face challenges in planning and forecasting
accurately as a result of our limited historical data and inexperience in
implementing and evaluating our business strategies. Our inability to
successfully address these risks, difficulties and challenges as a result of our
inexperience and limited operating history may have a negative impact on our
ability to implement our strategic initiatives, which may have a material
adverse effect on our business, prospects, financial condition and results of
operations.
  We
may not be able to raise sufficient capital to grow our business.
  We have
in the past needed to raise funds to operate our business, and we likely will
need to raise additional funds to construct our BOO plants in commercial
quantities. If we are unable to raise additional funds when needed, our ability
to operate and grow our business could be impaired. We do not know whether we
will be able to secure additional funding or funding on terms favorable to us.
Our ability to obtain additional funding will be subject to a number of factors,
including market conditions, our operating performance and investor sentiment.
These factors may make the timing, amount, terms and conditions of additional
funding unattractive. If we issue additional equity securities, our existing
stockholders may experience dilution or be subordinated to any rights,
preferences or privileges granted to the new equity holders.
  Gasification
/ Pyrolytic Steam Reforming technology may not gain broad commercial
acceptance.
  Commercial
applications of gasification / PSR technology are at an early stage of
development, and the extent to which gasification / PSR power generation will be
commercially viable is uncertain. Many factors may affect the commercial
acceptance of gasification / PSR technology, including the
following:
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  ·
              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;
  ·
              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.
  If
sufficient demand for our BOO on-site alternative energy plants does not develop
or takes longer to develop than we anticipate, our revenues may decline, and we
may be unable to achieve and then sustain profitability.
  Even if
gasification technology achieves broad commercial acceptance, our BOO plants may
not prove to be a commercially viable technology for generating electricity from
low-cost sources of feedstock. We expect to invest a significant portion of our
time and financial resources in the development of our BOO plants. As we begin
to market, sell and construct our BOO plants, unforeseen hurdles may be
encountered that would limit the commercial viability of our BOO plants,
including unanticipated construction, operating, maintenance and other costs.
Our target customers and we may also encounter technical obstacles to
construction, constructing and maintaining BOO plants with sufficient capacity
to generate competitively-priced electricity.
  If demand
for our BOO plants fails to develop sufficiently, we may be unable to grow our
business or generate sufficient revenues to achieve and then sustain
profitability. In addition, demand for BOO plants in our presently targeted
markets, including North America and Europe, may not develop or may develop to a
lesser extent than we anticipate. If we are not successful in commercializing
our BOO plants, or are significantly delayed in doing so, our business,
financial condition and results of operations could be adversely
affected.
  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.
  The
renewable energy industry, particularly in our targeted markets of North America
and Europe, is highly competitive and continually evolving as participants
strive to distinguish themselves and compete with the larger electric power
industry. Competition in the renewable energy industry is likely to continue to
increase with the advent of dozens of new alternative energy technologies. If we
are not successful in constructing systems that generate competitively priced
electricity, we will not be able to respond effectively to competitive pressures
from other alternative energy technologies.
  Moreover,
the success of alternative energy generation technologies may cause larger
electric utility and other energy companies with substantial financial resources
to enter into the alternative energy industry. These companies, due to their
greater capital resources and substantial technical expertise, may be better
positioned to develop new technologies. Our inability to respond effectively to
such competition could adversely affect our business, financial condition and
results of operations.
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  We
anticipate investing funds to construct demonstration BOO plants that generate
little or no direct revenue.
  We plan
to construct in the future a demonstration and pilot BOO plant to establish the
feasibility of our gasification technology and to encourage the market adoption
of our BOO plants. A pilot BOO plant permits potential customers to see
first-hand the viability of gasification technology as a source of electricity.
Although we incur significant costs in constructing and maintaining a pilot BOO
plant, this BOO plant will generate little or no direct revenue to
us.
  We
may be unable to manage the expansion of our operations
effectively.
  We intend
to expand our business significantly. However, to date the scope of our
operations has been limited, and we do not have experience operating on the
scale that we believe will be necessary to achieve profitable operations. Our
current personnel, facilities, systems and internal procedures and controls are
not adequate to support our anticipated future growth. We plan to add sales,
marketing and engineering offices in additional locations, including continental
Europe and throughout North America.
  To manage
the expansion of our operations, we will be required to improve our operational
and financial systems, procedures and controls, increase our construction
operating capacity and expand, train and manage our employee base, which must
increase significantly if we are to fulfill our current construction, operation
and growth plans. Our management will also be required to maintain and expand
our relationships with any customers, suppliers and other third parties, as well
as attract new customers and suppliers. If we do not meet these challenges, we
may be unable to take advantage of market opportunities, execute our business
strategies or respond to competitive pressures.
  We
may be unable to successfully negotiate and enter into operations and
maintenance contracts with potential customers.
  An
important element of our business strategy is to maximize our revenue
opportunities with any potential future customers by seeking to enter into
operations and maintenance contracts with them under which we would be paid fees
for operating and maintaining the BOO plants that they have purchased from us.
Even if customers purchase our BOO plants, they may not enter into operations
and maintenance contracts with us. Even if we successfully negotiate and enter
into such operations and maintenance contracts, our customers may terminate them
prematurely or they may not be profitable for a variety of reasons, including
the presence of unforeseen hurdles or costs. In addition, our inability to
perform adequately under such operations and maintenance contracts could impair
our efforts to successfully market the BOO plants. Any one of these outcomes
could have a material adverse effect on our business, financial condition and
results of operations.
  Problems
with the quality or performance of our BOO plants could adversely affect our
business, financial condition and results of operations.
  We
anticipate that our agreements with customers will generally include guarantees
with respect to the quality and performance of our BOO plants. Because of the
limited operating history of our BOO plants, we will be required to make
assumptions regarding the durability, reliability and performance of the
systems, and we cannot predict whether and to what extent we may be required to
perform under the guarantees that we expect to give our customers. Our
assumptions could prove to be materially different from the actual performance
of our BOO plants, causing us to incur substantial expense to repair or replace
defective systems in the future. We will bear the risk of claims long after we
have sold our BOO plants and recognized revenue. Moreover, any widespread
gasification or technology failures could adversely affect our business,
financial condition and results of operations.
  15
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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.
  We plan
to market and sell our products in foreign countries, including the United
Kingdom and other countries in the European Union, and we are therefore subject
to risks associated with having international operations. Risks inherent in
international operations include, but are not limited to, the
following:
  ·
              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.
  Our
business in foreign markets will require us to respond to rapid changes in
market conditions in these countries. Our overall success as a global business
depends, in part, on our ability to succeed in differing legal, regulatory,
economic, social and political conditions. We may not be able to develop and
implement policies and strategies that will be effective in each location where
we do business, which in turn could adversely affect our business, financial
condition and results of operations.
  Currency
translation and transaction risk may adversely affect our business, financial
condition and results of operations.
  Although
our reporting currency is the US dollar, we expect to conduct our business and
incur costs in the local currency of most countries in which we operate. As a
result, we will be subject to currency translation risk. We expect a large
percentage of our revenues to be generated outside the United States and
denominated in foreign currencies in the future. Changes in exchange rates
between foreign currencies and the US dollar could affect our revenues and cost
of revenues, and could result in exchange losses. We cannot accurately predict
the impact of future exchange rate fluctuations on our results of operations.
  Our
business uses non-exclusive licensed technology, which may be difficult to
protect and may infringe on the intellectual property rights of third
parties.
  It is
possible that we may need to acquire other licenses to, or to contest the
validity of, issued or pending patents or claims of third parties. We cannot
assure you that any license would be made available to us on acceptable terms,
if at all, or that we would prevail in any such contest. In addition, we could
incur substantial costs in defending ourselves in suits brought against us for
alleged infringement of another party’s patents in bringing patent infringement
suits against other parties based on our licensed patents.
  16
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  In
addition to licensed patent protection, we also rely on trade secrets,
proprietary know-how and technology that we will seek to protect, in part, by
confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will not
be breached, that we will have adequate remedies for any breach, or that our
trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.
  Our
financial results may fluctuate from quarter to quarter, which may make it
difficult to predict our future performance.
  Our
financial results may fluctuate as a result of a number of factors, many of
which are outside of our control. For these reasons, comparing our financial
results on a period-to-period basis may not be meaningful, and you should not
rely on our past results as an indication of our future performance. Our future
quarterly and annual expenses as a percentage of our revenues may be
significantly different from those we expect for the future. Our financial
results in some quarters may fall below expectations. Any of these events could
cause our stock price to fall. Each of the risk factors listed in this “Risk
Factors” section, including the following factors, may adversely affect our
business, financial condition and results of operations:
  ·
              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.
  If
prices for alternative energy or fuels drop significantly, we will also be
forced to reduce our prices, which potentially may lead to losses.
  Prices
for alternative energy or fuels can vary significantly over time and decreases
in price levels could adversely affect our profitability and viability. For
example, the price of ethanol has some relation to the price of gasoline. The
price of ethanol tends to increase as the price of gasoline increases, and the
price of ethanol tends to decrease as the price of gasoline decreases. Any
lowering of gasoline prices will likely also lead to lower prices for ethanol
and may adversely affect our operating results if we are producing ethanol. We
cannot assure you that we will be able to sell any alternative energy or fuels
we produce.
  Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.
  Production
of alternative fuel sources requires a constant and consistent supply of energy.
If there is any interruption in our supply of energy for whatever reason, such
as availability, delivery or mechanical problems, we may be required to halt any
production we may have. If we halt production for any extended period of time,
it will have a material adverse effect on our business. Natural gas and
electricity prices have historically fluctuated significantly. We expect to
purchase significant amounts of these resources as part of our gasification
process. Increases in the price of natural gas or electricity would harm our
business and financial results by increasing our energy costs.
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  We
may be unable to attract and retain management and other personnel we need to
succeed.
  Our
success depends on the skills, experience and efforts of our senior management
and other key development, manufacturing, construction and sales and marketing
employees. We cannot be certain that we will be able to attract, retain and
motivate such employees. The loss of the services of one or more of these
employees could have a material adverse effect on our business. There is a risk
that we will not be able to retain or replace these key employees.
  In
addition, our anticipated growth will require us to hire a significant number of
qualified technical, commercial and administrative personnel. The majority of
our new hires will be engineers, project managers and operations personnel.
There is intense competition from other companies and research and academic
institutions for qualified personnel in the areas of our activities. If we
cannot continue to attract and retain, on acceptable terms, the qualified
personnel necessary for the continued development of our business, we may not be
able to sustain our operations or grow at a competitive pace.
  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.
  Federal,
state and local governmental bodies in many countries, most notably the United
Kingdom, Canada and the United States, have provided subsidies in the form of
tariff subsidies, rebates, tax credits and other incentives to utilities, power
generators and distributors using alternative energy. However, these incentives
and subsidies generally decline over time, and many incentive and subsidy
programs have specific expiration dates. Moreover, because the market for
electricity generated from gasification is at an early stage of development,
some of the programs may not include gasification as an alternative energy
source eligible for the incentives and subsidies.
  Currently,
the cost of electricity generated from gasification, without the benefit of
subsidies or other economic incentives, substantially exceeds the price of
electricity in most significant markets in the world. As a result, the near-term
growth of the market for our BOO plants, which are designed to feed electricity
to an on-site end-user, depends significantly on the availability and size of
government incentives and subsidies for gasification. As alternative energy
becomes more of a competitive threat to conventional energy providers, companies
active in the conventional energy business may increase their lobbying efforts
in order to encourage governments to stop providing subsidies for alternative
energy, including gasification. We cannot predict the level of any such efforts,
or how governments may react to such efforts. The reduction, elimination or
expiration of government incentives and subsidies, or the exclusion of
gasification technology from those incentives and subsidies, may result in the
diminished competitiveness of gasification relative to conventional and
non-gasification alternative sources of energy. Such diminished competitiveness
could materially and adversely affect the growth of the gasification industry,
which could in turn adversely affect our business, financial condition and
results of operations.
  Lax
enforcement of environmental and energy policy regulations may adversely affect
demand for alternative energy.
  Our
success will depend in part on effective enforcement of existing environmental
and energy policy regulations. Many of our potential customers are unlikely to
switch from the use of conventional fuels unless compliance with applicable
regulatory requirements leads, directly or indirectly, to the use of alternative
energy sources. Both additional regulation and enforcement of such regulatory
provisions are likely to be vigorously opposed by the entities affected by such
requirements. If existing emissions-reducing standards are weakened, or if
governments are not active and effective in enforcing such standards, our
business and results of operations could be adversely affected. Even if the
current trend toward more stringent emissions standards continues, we will
depend on the ability of alternative energy sources to satisfy these emissions
standards. Certain standards imposed by regulatory programs may limit or
preclude the use of our products to comply with environmental or energy
requirements. Any decrease in the emission standards or the failure to enforce
existing emission standards and other regulations could result in a reduced
demand for any alternative energy we produce.
  18
 Table of Contents
  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.
  The
production of many alternative energy fuels still involves the emission of
various airborne pollutants, including particulate matter, carbon monoxide,
carbon dioxide, nitrous oxide, volatile organic compounds and sulfur dioxide.
The production facilities that we will build may discharge water or other
matters into the environment. As a result, we are subject to complicated
environmental regulations of the countries we are in or the U.S. Environmental
Protection Agency and regulations and permitting requirements of the states
where our plants are to be located. These regulations are subject to change and
such changes may require additional capital expenditures or increased operating
costs. Consequently, considerable resources may be required to comply with
future environmental regulations. In addition, our BOO plants could be subject
to environmental nuisance or related claims by employees, property owners or
residents near the plants arising from air or water discharges. Environmental
and public nuisance claims, or tort claims based on emissions, or increased
environmental compliance costs could significantly increase our operating
costs.
  Implementation
of our planned projects is dependent upon receipt of all necessary regulatory
permits and approvals.
  Development
of power generation is heavily regulated. Each of our planned projects is
subject to multiple permitting and approval requirements. In many cases we
expect to be dependent on a regional government agency for such permits and
approvals. Due to the unique nature of gasification power generation systems, we
would expect our projects to receive close scrutiny by permitting agencies,
approval authorities and the public, which could result in substantial delay in
the permitting process. Successful challenges by any parties opposed to our
planned projects could result in conditions limiting the project size or in the
denial of necessary permits and approvals.
  If we are
unable to obtain necessary permits and approvals in connection with any or all
of our projects, those projects would not be implemented and our business,
financial condition and results of operations would be adversely affected.
Further, we cannot assure you that we have been or will be at all times in
complete compliance with all such permits and approvals. If we violate or fail
to comply with these permits and approvals, we could be fined or otherwise
sanctioned by regulators.
  Our
proposed new BOO plants will also be subject to federal and state laws regarding
occupational safety.
  Risks of
substantial compliance costs and liabilities are inherent in the production of
alternative energy fuels. We may be subject to costs and liabilities related to
worker safety and job related injuries, some of which may be significant.
Possible future developments, including stricter safety laws for workers and
other individuals, regulations and enforcement policies and claims for personal
or property damages resulting from operation of any BOO plants could reduce the
amount of cash that would otherwise be available to further enhance our
business.
  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.
  From time
to time, we may evaluate potential strategic acquisitions of complementary
businesses, products or technologies, as well as consider joint ventures and
other collaborative projects. We may not be able to identify appropriate
acquisition candidates or strategic partners, or successfully negotiate, finance
or integrate any businesses, products or technologies that we acquire. We do not
have any experience with acquiring companies or products. Any acquisition we
pursue could diminish the proceeds from this offering available to us for other
uses or be dilutive to our stockholders, and could divert management’s time and
resources from our core operations.
  19
 Table of Contents
  Strategic
acquisitions, investments and alliances with third parties could subject us to a
number of risks, including risks associated with sharing proprietary information
and loss of control of operations that are material to our business. In
addition, strategic acquisitions, investments and alliances may be expensive to
implement. Moreover, strategic acquisitions, investments and alliances subject
us to the risk of non-performance by a counterparty, which may in turn lead to
monetary losses that materially and 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.
  Our
directors and officers, as a group, control approximately 40% of the Company’s
current outstanding shares of common stock. These directors and executive
officers may be able to exert significant control over our management and
affairs requiring stockholder approval, including approval of significant
corporate transactions. This concentration of ownership may expedite approvals
of Company decisions, or have the effect of delaying or preventing corporate
actions that may be in the best interests of all our stockholders.
  Our
common stock is listed for trading on the OTC Bulletin Board and may fluctuate
significantly.
  Our
common stock is currently traded and quoted on the OTC Bulletin
Board.  The quotation of our common stock on a securities market or
exchange does not assure that a meaningful, consistent and liquid trading market
will ever exist.  Our stock is a penny stock and there are significant
risks.
  Stockholders
should be aware that, according to the SEC Release No. 34-29093, the market
for penny stocks has suffered in recent years from patterns of fraud and abuse.
These patterns include:
  ·
              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.
  Furthermore,
the “penny stock” designation may adversely affect the development of any public
market for the Company’s shares of common stock or, if such a market develops,
its continuation. Broker-dealers are required to personally determine whether an
investment in “penny stock” is suitable for customers.
  ITEM1B.  UNRESOLVED
STAFF COMMENTS
  None.
  ITEM2.  PROPERTIES
  On April
1, 2010, the Company moved its principal executive office to 6040 Upshaw Dr.
#105, Humble, Texas 77396.  The space is sublet from Houston
Industrial Materials at a monthly charge of $1,500.  Houston
Industrial Materials is owned by the Company’s Chairman, Gerald
Enloe.  This space is temporary until actual space needs for the Texas
office are determined.  The Company also leases space in Montreal for
its Canadian operations from Adessky Law Firm which is owned by the company’s
CFO and Director, Kenneth Adessky.  The lease is month to month at a
rate of $3,500 which includes computer service, secretarial service, telephones
and office and conference room space.
  20
 Table of Contents
  ITEM3.  LEGAL PROCEEDINGS
  We
currently have no legal proceedings pending nor have any legal proceeding been
threatened against us or any of our officers, directors or control persons of
which we are aware.
  PARTII
  ITEM
4.  MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
  Market
Information
  The
Company’s common stock began trading on the OTC Bulletin Board (“OTCBB”) on
October 3, 2008 under the trading symbol “GCEI”.
  The
following table shows the high and low bid prices of our common stock as quoted
on the OTCBB by quarter since October 3, 2008 (when our shares began trading)
and for each quarter thereafter through December 31, 2009, and for the first
quarter of 2010.  These quotes reflect inter-dealer prices, without
retail markup, markdown or commissions and may not represent actual
transactions.
 Fiscal
      Yearended
      December 31
                                        
                                        Quarter
                                        
                                        High
                                        
                                        
                                        Low2008
                                        
                                        Fourth
      Quarter
                                            (from October 3, 2008)
                                        
                                        $
                                        1.50
                                        
                                        
                                        $
                                        .102009
                                        
                                        First
      Quarter
                                        
                                        $
                                        .25
                                        
                                        
                                        
                                        .05Second
      Quarter
                                        
                                        
                                        .41
                                        
                                        
                                        
                                        .09Third
      Quarter
                                        
                                        
                                        .20
                                        
                                        
                                        
                                        .04Fourth
      Quarter
                                        
                                        
                                        .10
                                        
                                        
                                        
                                        .042010
                                        
                                        First
      Quarter(through
      April 13, 2010)
                                        
                                        $
                                        .17
                                        
                                        
                                        
                                        .06
 
 The high
and low bid prices for shares of our common stock on April  12, 2010
was $.10 and $.06 per share, respectively.
  Holders
  As of
April 12, 2010, we had 174 shareholders of record and 38,803,721 shares of
Common Stock issued and outstanding.
  Dividend
Policy
  We have
not declared or paid any dividends on our common stock to date. We anticipate
that any future earnings will be retained as working capital and used for
business purposes. Accordingly, it is unlikely that we will declare or pay any
such dividends in the foreseeable future.
  Securities
Authorized for Issuance under Equity Compensation Plans
  The
following table discloses information as of December 31, 2009 with respect
to compensation plans (including individual compensation arrangements), if any,
under which our equity securities are authorized for issuance.
  21
 Table of Contents
  Number
      ofsecuritiesremainingavailable
      forNumber
      of
                
                
                
                
                
                future
      issuancesecurities
      to be
                
                
                Weighted
                
                
                under
      equityissued
      upon
                
                
                average
                
                
                compensationexercise
                
                
                exercise
      price of
                
                
                plansof
      outstanding
                
                
                outstanding
                
                
                (excludingoptions,
                
                
                options,
                
                
                securitieswarrants
                
                
                warrants
                
                
                reflected
      inPlan category
                
                and rights (a)
                
                
                and rights (b)
                
                
                column (a)) (c)Equity
      compensation plans approved bysecurity
      holders2007
      EMPLOYEE STOCK COMPENSATIONPLAN
                
                
                2,250,000
                
                
                
                255,750
                
                
                
                2,750,000Equity
      compensation plans not approved bysecurity
      holdersNONE
                
                
                N/A
                
                
                
                N/A
                
                
                
                N/ATotal
                
                
                2,250,000
                
                
                
                255,750
                
                
                
                2,750,000


Recent Sales of Unregistered
Securities
  During
the year ended December 31, 2009 we issued the following  securities
that were not registered under the Securities Act of 1933, as amended (the
“Securities Act”): In December 2009, we issued 2,750,000 shares to our
directors and executive officers to satisfy outstanding compensation payable to
them in the aggregate of $300,000.  The shares were exempt from
registration under the provisions of Section 4(2) of the Securities Act and/or
Regulation S promulgated thereunder.
  Purchases of Equity
Securities by the Issuer and Affiliated Purchasers
  There
were no repurchases of equity securities by the issuer or affiliated purchasers
during the fourth quarter of the fiscal year ended December 31,
2009.
  ITEM5.  SELECTED
FINANCIAL DATA
  We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
  22
 Table of Contents
  ITEM6.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Overview
  We
caution you that reliance on any forward-looking statement involves risks and
uncertainties, and that although we believe that the assumptions on which our
forward-looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and, as a result, the forward-looking statements
based on those assumptions could be incorrect. In light of these and other
uncertainties, you should not conclude that we will necessarily achieve any
plans and objectives or projected financial results referred to in any of the
forward-looking statements. We do not undertake to release the results of any
revisions of these forward-looking statements to reflect future events or
circumstances. Some of the factors that may cause actual results, developments
and business decisions to differ materially from those contemplated by such
forward-looking statements include the following:
  ·
              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;
  ·
              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;
  23
 Table of Contents
  ·
              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;
  ·
              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; and
  ·
              risks
      related to diverting management’s attention from ongoing business
      operations.
  Plan
of Operation
  We
currently plan to raise additional funds through joint venture partnerships,
project debt financings or through future sales of our common stock, until such
time as our revenues are sufficient to meet our cost structure, and ultimately
achieve profitable operations.  For the next 12 months, our Plan
of Operations is to undertake the following:
  ·
              obtain
      additional operating capital from joint venture partnerships, debt
      financing or equity financing to fund ongoing operations and the
      development of BOO plants in Canada 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; and
  ·
              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.
  24
 Table of Contents
  Results
of Operations
  During
the year ended December 31, 2009 we had gross revenue $40,050, all of which was
from our project in Valleyfield, Quebec.  Additionally, we have booked
a receivable for $101,094 remaining to be paid on the contract.  The
plan to turn research into revenue is succeeding and testing our proprietary
equipment is making tremendous progress.   Our loss for the year
was reduced to $144,843 versus a $668,231 loss in 2008.  The ability
of the company to use consultants and operate with as little overhead as
possible has made such a turnaround possible.  General and
administrative cash outlays were reduced from $99,221 to
$40,128.  Utilization of our stock to help offset our compensation
expenses from $245,562 in 2008 to $92,083 in 2009.
  Liquidity
and Capital Resources
  Our cash
on hand totaled $3,280 on December 31, 2009.  During the same period
our working capital deficit was $114,843.  This deficit resulted from
ongoing expense related to implementing our business plan with limited revenues
to date.  However we did record its’ first revenue of $40,050.
Stockholders’ deficit was $2,289,474 at December 31, 2009.
  We have
yet to begin construction of BOO plants. Our continued existence is dependent
upon our ability to obtain additional debt and/or equity financing at
cost-effective rates. Management anticipates beginning construction of a plant
within the next 12 to 18 months and expects to complete the project within
the next 36 to 42 months. Management plans to raise additional funds
through project financings or through future sales of our common stock, until
such time as our revenues are sufficient to meet its cost structure and
ultimately achieve profitable operations. There is no assurance we will be
successful in raising additional capital at cost-effective rates or achieving
profitable operations. Frequently, our board of directors will attempt to use
non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash consideration will consist of restricted shares of our common
stock. These actions will result in dilution of the ownership interests of
existing shareholders and may further dilute our common stock book
value.
  To date,
we have financed our operations through the combination of equity and debt
financing, loans from related parties, and the use of shares of our common stock
issued as payment for services rendered to us by third parties. In the future we
may have to issue shares of our common stock and warrants in private placement
transactions to help finance our operations, and to pay for professional
services (such as financial consulting, market development, legal services, and
public relations services).
  In order
for our operations to continue, we will need to generate revenues from our
intended operations sufficient to meet our anticipated cost structure. We may
encounter difficulties in establishing these operations due to the time frame of
developing, constructing and ultimately operating the planned BOO plants and
bio-refinery projects.
  To ensure
sufficient funds to meet our future needs for capital, we will from time to
time, evaluate opportunities to raise financing through some combination of the
private sale of equity, or issuance of convertible debt securities. However,
future equity or debt financing may not be available to us at all, or if
available, may not be on terms acceptable to us. We have estimated our operating
expenses for the period from January 2010 to December 2010 will
approximate roughly $1,800,000, excluding engineering costs related to the
development of our BOO plants.
  If we do
not raise additional capital, or we are unable to obtain additional financing,
or begin to generate revenues from our intended operations, we may have to scale
back or postpone the preliminary engineering design and permitting for our
initial facility until such financing is available.
  Critical
Accounting Policies
  Financial
Reporting Release No. 60 of the SEC encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
the financial statements. There are no current revenue generating activities
that give rise to significant assumptions or estimates. Our most critical
accounting policies relate to the accounting and disclosure of related party
transactions. Our financial statements filed as part of this annual report
include a summary of the significant accounting policies and methods used in the
preparation of our financial statements.
  25
 Table of Contents
  Off-Balance
Sheet Arrangements
  We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
  ITEM6A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
  ITEM7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL
DATA
  Our
audited financial statements for the years ended December 31, 2009 and 2008
and the audit report thereon of Larry O’Donnell, CPA, P.C., are included in this
annual report beginning on page F-1.
  
 ITEM8.  CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  None.
  ITEM8A. CONTROLS
AND PROCEDURES.
  (a) Management’s
Annual Report on Internal Control Over Financial Reporting. Under the
supervision and with the participation of our senior management, consisting of
our chief executive officer and our chief financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 as of the end of the period covered by this
report (the “Evaluation Date”). Based upon that evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures are effective as of the Evaluation Date.
  Our
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting (as defined in Exchange Act
Rule 13a-15(f)). Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Specifically, our internal
control over financial reporting includes those policies and procedures
that:
  ·
              Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;
  ·
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations by our management and/or
      directors; and
  ·
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
  Under the
supervision and with the participation of our management, including our
principal executive officer and our principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the “COSO
Framework”). Based on this evaluation under the COSO Framework, management
concluded that our internal control over financial reporting was effective as of
December 31, 2009.
  26
 Table of Contents
 
 This
annual report does not include an attestation report by our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission (the “SEC”) that allows us to provide only management’s report in
this annual report.
  (b) Changes
in Internal Control over Financial Reporting. There were no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter of the period covered by this report that have materially affected or
are reasonably likely to materially affect our internal control over financial
reporting.
  ITEM8A. (T)  CONTROLS AND PROCEDURES.
  Not
applicable.
  ITEM8B.  OTHER
INFORMATION
  None.
  PARTIII
 
 ITEM
9.  DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE
  The
following table sets forth the names, ages, years elected and principal offices
and positions of our current directors and executive officers as of April 12,
2010:
  Name
              
              Age
              
              Position(s)
      with the CompanyGerald
      Enloe
              
              
              61
              
              
              Chairman
      of the BoardEarl
      Azimov
              
              
              47
              
              
              President,
      Chief Executive Officer and DirectorKenneth
      S. Adessky
              
              
              46
              
              
              Chief
      Financial Officer, Secretary and DirectorPaul
      Whitton
              
              
              64
              
              
              Vice-President
      and Director
  Gerald Enloe:. Mr. Enloe has
served as a director and as Chairman of the Board since April 30,
2009.  Since 1991, Mr. Enloe has served as President and CEO of
Houston Industrial Materials, Inc., a construction materials
supplier.  He has 25 years of experience in the environmental
remediation business.  He has also served as Chairman and a Director
of other public companies.  Mr Enloe was Chairman of Element 21 Golf ,
Inc from 2002-2006.
  Dr. Earl Azimov:
Dr. Azimov has served as a Director since August 2006. Mr.
Azimov served as our Chairman from August 2006 to April 30,
2009.  Dr. Azimov is currently the Chief Executive Officer of
Miazzi Ventures Inc., a merchant bank that he co-founded that has assumed
leadership roles in early stage companies since 1996, including Mamma.com, which
was sold in 1999 for an eight-figure valuation. In addition, from 2003 through
early 2007, Dr. Azimov was the co-founder and Director of Business
Development for GospelCity.Com, Inc., a world leader of on-line faith-based
gospel entertainment. From 1992 through 1995, Dr. Azimov was the President of
Zellers Optical Centers, a company he co-founded that employed over 70
optometrists and 200 support personnel that was later sold to National Vision
Associates of Atlanta, who operate the Wal-Mart Vision Centers. Dr. Azimov
brings 20 years of private equity experience, focusing on seed capital
investments in startup companies. He has a Bachelor of Science from the
University of South Carolina and a Doctorate of Optometry from the University of
Montreal — School of Optometry, in Montreal, Quebec, Canada.
  27
 Table of Contents
  Kenneth S. Adessky:
Mr. Adessky has been our Chief Financial Officer, Secretary and a Director
since August 2006. Mr. Adessky is currently a Senior Partner of
Adessky Lesage, a corporate commercial law firm located in Montreal, Canada that
he co-founded in 1995. As a Senior Partner, Mr. Adessky focuses his legal
practice on private and public financings, mergers and acquisitions and public
offerings of small capital public companies. Over the past decade,
Mr. Adessky has completed in excess of $100 million dollars of
financing. Mr. Adessky received his Bachelor of Civil Law from McGill
University in Montreal, Quebec, Canada in 1990.
  Paul Whitton: Mr. Whitton
currently serves as our Vice-President, and he has served as a Director since
June 2007. Since 1998, Mr. Whitton has been the owner of JK, Inc., an
environmental consulting company based in Houston, Texas. Mr. Whitton holds
numerous patents relating to industrial environmental quality and is a
nationally recognized speaker on abatement. Prior to 1988, he spent
22 years with Brown & Root Construction Company where he was an area
superintendent for construction and maintenance of oil and gas refineries,
nuclear power plants, and paper mills throughout the world but primarily the
Mideast and United Kingdom. He was also a construction supervisor with Boeing
Air and in the United States Navy for four years. Mr. Whitton brings
industrial plant management and construction experience as well as his
environmental expertise to the Company.
  There are
no family relationships among our officers and directors.
  Involvement
in Certain Legal Proceedings
  None of
our directors or executive officers has been involved in any transactions with
us or any of our directors, executive officers, affiliates or associates that
are required to be disclosed pursuant to the rules and regulations of the SEC
other than as set forth in “Item 13. Certain Relationships and Related
Transactions, and Director Independence” below. None of the directors or
executive officers to our knowledge has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, or has been a party to any
judicial or administrative proceeding during the past five years that resulted
in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement.
  Section 16(a)
Beneficial Ownership Reporting Compliance
  Section 16(a)
of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and holders of more than 10% of the Company’s common stock to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Except as set forth below, the Company believes that during the
year ended December 31, 2008, its officers, directors and holders of more
than 10% of the Company’s common stock complied with all Section 16(a) filing
requirements. In making these statements, the Company has relied solely upon its
review of copies of the Section 16(a) reports filed for the fiscal year ended
December 31, 2009 on behalf of the Company’s directors, officers and
holders of more than 10% of the Company’s common stock.   Messrs.
Enloe, Azimov, Adessky and Whitton failed to file a Form 4 to report shares
received by them in September 2009
  Term
of Office
  Each year
the stockholders elect the members of our Board of Directors.
  Board
Meetings and Committees.
  The Board
held eight meetings in Fiscal 2009.  We expect each director to attend
every meeting of the Board as well as the annual meeting.   All
directors were present at the meetings of the Board in Fiscal 2009.
  28
 Table of Contents
  We do not
have a standing nominating committee as our entire board of directors currently
serves these functions.  There were no changes in procedures for
nominating directors during the year ended December 31, 2009.  The
term of office of the current directors shall continue until new directors are
elected or appointed.  Nominations for election to the Board of
Directors may be made by the Board of Directors or by any shareholder entitled
to vote for the election of directors.  The nominating committee does
not have a fixed policy with regard to the consideration of any director
candidate recommended by shareholders.  The Board of Directors
carefully considers nominees regardless of whether they are nominated by
shareholders or existing board-members.
  We do not
have a standing compensation committee of the Board. Compensation committee
functions are performed by our Board of Directors. Mr. Adessky and Mr. Azimov,
who serve on our board, are also employees of the Company.  Our Board
of Directors makes decisions concerning salaries and incentive compensation for
our officers, including our Chief Executive Officer, Chief Financial Officer and
employees.  Messrs. Adessky and Azimov do not participate on decisions
regarding executive compensation.
  The Board
of Directors is the acting Audit Committee and does not have an audit committee
charter.
  The Board
has reviewed and discussed the audited financial statements with management; has
discussed with our independent auditors the matters required to by discussed by
the statement on Auditing Standards No. 61, as amended (AICPA, Professional
Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting
Oversight Board in Rule 3200T; the Board has received the written disclosures
and the letter from our independent accountants required by applicable
requirements of the Public Company Accounting Oversight Board regarding our
independent accountant’s communications with the Board concerning independence,
and has discussed with our independent accountant their independence; and based
upon the foregoing, the Board had determined that the audited financial
statements set forth herein be included in this Annual Report on Form
10-K.
  Our Board
of Directors has determined that there is no person on our Board of Directors
who qualifies as an audit committee financial expert as that term is defined by
applicable SEC.  The Board of Directors believes that obtaining the
services of an audit committee financial expert is not economically rational at
this time in light of the costs associated with identifying and retaining an
individual who would qualify as an audit committee financial
expert.
  Code
of Ethics
  We have
adopted a Code of Ethics for our senior officers, including our principal
executive officer, principal financial officer, principal accounting officer or
controller and any person who may perform similar functions.  We will
report the nature of any change or waiver of our Code of Ethics.  A
copy of our Code of Ethics was filed as Exhibit 14 on the Company’s Form 10-KSB
for the year ended December 31, 2003 and incorporated herein by
reference.  A copy of our Code of Ethics will be provided to any
person requesting same without charge.
  COMPENSATION
OF DIRECTORS
  The
Company has no standard arrangements in place or currently contemplated to
compensate the Company’s directors for their service as directors or as members
of any committee of directors.  Except as set forth in the Summary
Compensation Table below, no director has received any compensation from the
Company.
  Director
Compensation
  Name
              
              Fees
      earned or Paid in Cash
              
              
              All
      other compensation (i)
              
              
              Total($)
              
              
              ($)
              
              
              ($)(a)
              
              (b)
              
              
              (g)
              
              
              (h)Gerald
      Enloe
              
              
              0
              
              
              
              0
              
              
              
              0Earl
      Azimov
              
              
              0
              
              
              
              0
              
              
              
              0Kenneth
      Adessky
              
              
              0
              
              
              
              0
              
              
              
              0Paul
      Whitton
              
              
              0
              
              
              
              0
              
              
              
              0
 
 29
 Table of Contents
  Securities
Authorized for Issuance under Equity Compensation Plans
  None,
except for 5,000,000 shares of common stock reserved for issuance under the
Company’s 2007 Stock Plan.
  ITEM10.  EXECUTIVE COMPENSATION
  Summary
Compensation Table
  The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by our Chief Executive
Officer.  No other executive officer or other employee received or is
entitled to receive remuneration in excess of $100,000 during the stated
periods.
  Name
      and PrincipalPosition
              
              Year
              
              Salary
      (1)(2)($)
              
              
              Option
      Grants($)
              
              
              All
      OtherCompensation ($)
              
              
              Total($)(a)
              
              (b)
              
              (c)
              
              
              (e)
              
              
              (f)
              
              
              (g)Earl
      Azimov, Chief Executive Officer
              
              2009
                2008
              
              $$
              72,000
                72,000
              
              
              
              --
                --
              
              
              
              --
              
              
              $$
              72,000
                72,000Kenneth
      Adessky, Chief Financial Officer
              
              2009
                2008
              
              $$
              96,000
                  72,000
              
              
              
              
              
              
              
              
              
              
              $$
              96,000

                72,000Paul
      Whitton, Vice President
              
              2009
                2008
              
              $$
              7,000
                7,000
              
              
              
              
              
              
              
              
              
              
              $$
              7,000

                7,000
 _____________
  (1)           Salary
consists of compensation fees.
  (2)           In
December 2009, $100,000 of accrued compensation indirectly owed to each of
Dr. Azimov and Mr. Adessky was satisfied through the issuance of 2,500,000
shares of Common Stock at a value of $.04 per share.
  Employment
Agreements
  We do not
have employment agreements with any of our executive officers or directors. We
have verbal understandings with our executive officers regarding monthly
retainers and reimbursement for actual out-of-pocket expenses.
  Termination
of Employment
  There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in the Summary Compensation Table
set forth above that would in any way result in payments to any such person
because of his or her resignation, retirement or other termination of such
person’s employment with us.
  Indemnification
of Officers and Directors
  We
indemnify to the fullest extent permitted by, and in the manner permissible
under, the laws of the State of Maryland, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he/she is or was a
director or officer of our Company, or served any other enterprise as director,
officer or employee at our request. Our board of directors, in its discretion,
shall have the power on behalf of the Company to indemnify any person, other
than a director or officer, made a party to any action, suit or proceeding by
reason of the fact that he/she is or was our employee.
  30
 Table of Contents
  Employee
Benefit Plans
  2007
Stock Incentive Plan
  We have
adopted the 2007 Stock Incentive Plan for our employees, officers, directors and
advisors (the “2007 Plan”). We have reserved a maximum of 5,000,000 common
shares to be issued upon the grant of awards under the 2007 Plan. Employees will
recognize taxable income upon the grant of common stock equal to the fair market
value of the common stock on the date of the grant and the Company will
recognize a compensating deduction for compensation expense at such time. The
2007 Plan will be administered by our board of directors or a committee of
directors, and will terminate June 12, 2017.  As of December
 31, 2009, 2,750,000 shares have been awarded under the 2007 Plan to
consultants who are not related parties for services rendered.
  ITEM11.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
  The
following table sets forth, as of April 12, 2010, the stock ownership of
(i) each of our named executive officers and directors, (ii) all
executive officers and directors as a group, and (iii) each person known by us
to be a beneficial owner of 5% or more of our common stock. No person listed
below has any option, warrant or other right to acquire additional securities
from us, except as may be otherwise noted. We believe that all persons named in
the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them except as stated therein.
  Name
      and Address
              
              Amount
      & Natureof
      Beneficial
              
              of
      Beneficial
              
              
              PercentOwner
      (1)
              
              Ownership
              
              
              of
      Class (2)Kenneth
      S. Adessky
              
              
              9.437,500
              
              
              
              24.3
              %4150
      Sainte-Catherine Street W.
                Suite 525
                Montreal,
      Quebec H3Z 2Y5Dr. Earl
      Azimov
              
              
              8,850,000
              
              
              
              22.8
              %5737
      Blossom
                Cote
      St Luc, Quebec H4W 2T2Gerald
      Enloe
                6040
      Upshaw Dr. #105
                Humble,
      TX 77396
              
              
              103,920
              
              
              
              *Paul
      Whitton
              
              
              50,000
              
              
              
              *2415
      Shakespeare #3
                Houston,
      Texas 77936All officers and directors
              
              
              18,441,420
              
              
              
              47.53
              %as
      a group (3 persons)
 _____________
 *Less
than 1%.
  31
 Table of Contents
  (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 38,803,721 of the Company’s common
      stock as of April 12, 2010, 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.
  ITEM12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Related
Party Transaction Procedures.
  The Board
reviews and approves all transactions between us and any director or executive
officer that will, or is reasonably likely to require disclosure under the SEC’s
rules. In determining whether to approve any transaction with any of our
directors or executive officers, the Board will consider the following factors,
among others, to the extent relevant to the transaction:
  ·
              whether
      the terms of the transaction are fair to us and on the same basis as would
      apply if the transaction did not involve a related
  person;
  ·
              whether
      there are business reasons for us to enter into the
      transaction;
  ·
              whether
      the transaction would impair the independence of an outside director;
      and
  ·
              whether
      the transaction would present an improper conflict of interest for a
      director or executive officer, taking into consideration such factors as
      the Board deems relevant, such as the size of the transaction, the overall
      financial position of the individual, the direct or indirect nature of the
      individual’s interest in the transaction and the ongoing nature of any
      proposed relationship.
  Related Party
Transactions.
  During
2009, we paid legal fees totaling $3,782 to a law firm of which
Mr. Adessky, our CFO, Secretary and Director, is a partner.
  As of
December 10, 2009 the Company and Janory Capital Corporation cancelled an
ongoing agreement and Janory Capital agreed to continue research and development
with the Company on a pay-as-you-go basis.  Both Dr. Earl Azimov and
Ken Adessky, directors and officers of the Company, have an interest in
Janory.  In connection with this Agreement the Company’s $95,550
payable to Janory was cancelled.  The company removed such amount as a
payable.  In 2009 the Company paid to Janory a total of $103,465 of
which Janory paid bills on behalf of the Company a aggregating $73,468 leaving a
balance of $30,000 which was earned as a consulting fee.
  The Board
of Directors approved a payment of $100,000 to be accrued payable to Vision
Capital for work done on behalf of the Company in 2009.  Vision
Capital is controlled by Dr. Earl Azimov and Ken Adessky.  As Directors of
the Company they abstained from such payment authorization.  In
September 2009, Dr. Azimov and Mr. Adessky agreed and the Board approved the
issuance of 2,500,000 shares of common stock in payment for $100,000 to each of
them at the value of $.04.
  Director
Independence
  Our
current directors are Gerald Enloe, Dr. Earl Azimov, Paul Whitton, and
Kenneth Adessky. We are not currently subject to corporate governance standards
defining the independence of our directors. We have not yet adopted an
independence standard or policy, although we intend to do so in the near future.
Accordingly, the Company’s Board currently determines the independence of each
Director and nominee for election as a Director. The Board has determined that
none of the Company’s directors currently qualifies as an independent director.
  32
 Table of Contents
  ITEM13.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit
Fees
  The
aggregate fees billed by the Company’s auditors for professional services
rendered in connection with the audit of the Company’s annual financial
statements and reviews of the financial statements included in the Company’s
Form 10-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal years
2009, and  2008  were $0 and $5,000,
respectively.
  Audit
Related Fees
  None.
  Tax
Fees
  None.
  All
Other Fees
  None.
  Pre-Approval
Policies and Procedures
  Our Board
of Directors has adopted resolutions in accordance with the Sarbanes-Oxley Act
of 2002 requiring pre-approval of all auditing services and all audit related,
tax or other services not prohibited under Section 10A(g) of the Securities
Exchange Act of 1934, as amended to be performed for us by our independent
auditor, subject to the de minimus exception described in Section 10A(i)(1)(B)
of the Exchange Act. These resolutions authorized our independent auditor to
perform audit services required in connection with the annual audit relating to
our fiscal year ended December 31, 2009 and the quarterly reviews for the
subsequent fiscal quarters of 2009 through the quarter ended September 30,
2009, at which time additional pre-approvals for any additional services to be
performed by our auditors would be sought from the Board. Our Board of Directors
also appointed and authorized Kenneth Adessky to grant pre-approvals of other
audit, audit-related, tax and other services requiring board approval to be
performed for us by our independent auditor, provided that the designee,
following any such pre-approvals, thereafter reports the pre-approvals of such
services at the next following regular meeting of the Board.
  The
percentage of audit-related, and other services that were approved by the Board
of Directors is 100%.
  ITEM14.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
  (a)          1.           The
financial statements beginning at page F-1 are filed as a part of this Annual
Report on Form 10-K.
 
 2.           Financial
statement schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
 
 3.           Exhibits
included or incorporated herein:   See Exhibit Index
below.
 
 (b)
  33
 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).4.2
                
                $100,000,
      7.5% Promissory Note dated January 20, 2008 payable Profit Consultants,
      Inc. (Incorporated by reference to the Company’s Current Report on Form
      8-K filed with the Commission on March 27, 2008).4.3
                
                $125,000,
      7.5% Promissory Note dated April 25, 2008 payable Profit Consultants, Inc.
      (Incorporated by reference to the Company’s Current Report on Form 8-K
      filed with the Commission on June 30, 2008).4.4
                
                $145,000,
      7.5% Promissory Note dated July 10, 2008, payable to Clean Energy Funding,
      Inc. (Incorporated by reference to the Company’s Quarterly Report on Form
      10-Q filed with the Commission on November 13, 2008).4.5
                
                $80,000,
      7.5% Promissory Note dated August 15, 2008, payable to Vision Capital
      Partners AA, Ltd. (Incorporated by reference to the Company’s Quarterly
      Report on Form 10-Q filed with the Commission on November 13,
      2008).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
                
                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).10.3
                
                March
      27, 2008 Agreement converting the March 21, 2007 $100,000 7.5% Promissory
      Note payable to Vision Capital Partners AA Ltd. into shares of the
      Company’s common stock (Incorporated by reference to the Company’s
      Quarterly Report on Form 10-Q filed with the Commission on May 15,
      2008).10.4
                
                March
      27, 2008 Agreement converting the August 16, 2007 $75,000 7.5% Promissory
      Note payable to Profit Consultants, Inc. into shares of the Company’s
      common stock (Incorporated by reference to the Company’s Quarterly Report
      on Form 10-Q filed with the Commission on May 15, 2008).10.5
                
                March
      27, 2008 Agreement converting the October 20, 2007 $75,000 7.5% Promissory
      Note payable to Profit Consultants, Inc. into shares of the Company’s
      common stock (Incorporated by reference to the Company’s Quarterly Report
      on Form 10-Q filed with the Commission on May 15, 2008).10.6
                
                Memorandum
      of Understanding between Global Clean Energy, Inc. and UK Coal Mining
      Limited of Harworth Park, dated April 7, 2008 (Incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on May 30, 2008).
  34
 Table of Contents
  10.7
                
                Memorandum
      of Understanding between Global Clean Energy, Inc. and UK Coal Mining
      Limited of Harworth Park, dated April 7, 2008 (Incorporated by
      reference to the Company’s Current Report on Form 8-K filed with the
      Commission on May 30, 2008).10.8
                
                April 24,
      2008 Purchase Order Between Global Clean Energy, Inc. and Cascades
      Engineering & Projects Inc. (Incorporated by reference to the
      Company’s Current Report on Form 8-K filed with the Commission on
      May 30, 2008).10.9
                
                Assignment
      Agreement between Global Clean Energy, Inc. and Philip Azimov dated
      June 26, 2008 (Incorporated by reference to the Company’s Current
      Report on Form 8-K filed with the Commission on June 26,
      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
                
                Subsidiaries31.1
                
                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.
  35
 Table of Contents
  SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this Report on Form 10-K to be signed on its behalf by the
undersigned, thereto duly authorized.
  Date:
April 15, 2010
  GLOBAL
      CLEAN ENERGY, INC.By
      /s/ Kenneth S. AdesskyKenneth
      S. AdesskyChief
      Financial Officer
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
  Signature
              
              Title
              
              Date/s/
      Gerald Enloe
              
              Director
      and Chairman
              
              April
      15, 2010Gerald
      Enloe/s/Dr.
      Earl Azimov
              
              Director
      and President
              
              April
      15, 2010Dr. Earl Azimov
              
              (Principal
      Executive Officer)/s/
      Kenneth S. Adessky
              
              Director,
      CFO and Secretary
              
              April
      15, 2010Kenneth
      S. Adessky
              
              (Principal
      Financial Officer and Principal Accounting Officer)/s/
      Paul Whitton
              
              Director
              
              April
      15, 2010Paul
      Whitton
 
 36
 
 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
  
  Larry
O’Donnell, CPA, P.C.
 Telephone
      (303) 745-4545
              
              2228
      South Fraser StreetUnit
      IAurora,
      Colorado 80014
 
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
of Directors
  GLOBAL
CLEAN ENERGY, Inc.
  I have
audited the accompanying balance sheet of GLOBAL CLEAN ENERGY, Inc. as of
December 31, 2009, and the related statements of operations, changes in
stockholders’ equity and cash flows for each of the years in the two-year period
ended December 31, 2009. These financial statements are the responsibility
of the Company’s management. My responsibility is to express an opinion on these
financial statements based on my audits.
  I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
  In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GLOBAL CLEAN ENERGY, Inc. as of
December 31, 2009, and the results of its operations and their cash flows
for each of the years in the two-year period ended December 31, 2009, in
conformity with generally accepted accounting principles in the United States of
America.
  /s/
Larry O’Donnell, CPA, P.C.
  F-1
 GLOBAL
CLEAN ENERGY, INC.
 Balance
Sheet
 DECEMBER
31, 2009
 
 ASSETS
 
 Year
      Ended December 31,2009
                
                
                2008Current
      assets:Cash
                
                $
                3,280
                
                
                $
                45,858Accounts
      Receivable – Valleyfield
                
                
                101,094Sub-Total
                
                
                104,374
                
                
                
                45,858Other
      assets:Cyclonic
      Dredging Pump Rights and Patent
                
                
                450,000
                
                
                
                450,000Hybrid
      Gasification Rights and Patent
                
                
                1,000,000Total
      assets
                
                $
                1,554,374
                
                
                $
                495,858LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accrued
      compensation—officers, directors and consultants
                
                
                219,786
                
                
                
                523,968Accounts
      payable
                
                
                317,979
                
                
                
                125,688Promissory
      notes
                
                
                535,150
                
                
                
                486,900$
                1,072,915
                
                
                $
                1,136,556Stockholders’
      equity:Preferred
      stock; $.001 par value; authorized – 15,000,000shares;
      issued - none
                
                
                
                
                
                
                --Common
      stock; $.001 par value; authorized – 300,000,000shares;
      issued and outstanding – 36,628,721 shares
                
                
                36,628
                
                
                
                25,378Additional
      paid-in capital
                
                
                2,734,305
                
                
                
                1,478,555Accumulated
      deficit
                
                
                (2,289,474
                )
                
                
                (2,144,631
                )Total
      liabilities and stockholders’ equity
                
                $
                1,554,374
                
                
                $
                495,858
  F-2
  GLOBAL
CLEAN ENERGY, INC.
 STATEMENTS
OF OPERATIONS
  Year
      Ended December 31,2009
                
                
                2008Revenues
                
                $
                40,050Costs
      and expenses:Compensation
      – officers, directors and consultants
                
                $
                92,083
                
                
                $
                245,562Professional
      fees
                
                
                52,682
                
                
                
                145,320General
      and administrative
                
                
                40,128
                
                
                
                99,221Interest
      and Bank Charges
                
                
                149
                
                
                
                1,744Net
      loss applicable to common shareholders
                
                $
                (144,843
                )
                
                $
                (668,231
                )Basic
      and diluted net loss per common share**Weighted
      average number of common shares outstanding
                
                
                29,128,721
                
                
                
                25,378,721
  ** Less
than $(.01) per share
  F-3
  GLOBAL
CLEAN ENERGY, INC.
 Statements
of Changes in Stockholders’ Equity (Deficit)
 
 AdditionalCommon
      Stock
                
                
                Paid-in
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Capital
                
                
                DeficitBalances,
      January 1, 2009
                
                
                25,378,721
                
                
                $
                25,378
                
                
                $
                1,478,555
                
                
                
                (2,144,631
                )Technology
      Patent Assignment
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                1,000,000Employee
      Defined Benefit Plan
                
                
                2,750,000
                
                
                
                2,750
                
                
                
                255,750Conversion
      of Accrued Payables
                
                
                7,500,000
                
                
                
                7,500Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (144,843
                )Balances,
      December 31, 2009
                
                
                36,628,721
                
                
                
                36,628
                
                
                $
                2,734,305
                
                
                
                (2,289,474
                )
  F-4
  GLOBAL
CLEAN ENERGY, INC.
 STATEMENTS
OF CASH FLOWS
  (UNAUDITED)
 
 Year
      Ended December 31,2009
                
                
                2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                
                
                (144,843
                )
                
                $
                (668,231
                )Adjustments
      to reconcile net loss to net cashused in operating
      activities:Common
      stock issued for services
                
                
                255,750Changes
      in operating assets and liabilities:Accounts
      Payable
                
                
                
                
                
                
                125,688AdvancesAccrued
      compensation – officers, directors and consultants
                
                
                
                
                
                
                523,968Other
      accrued expensesNet
      cash used in operating activities
                
                
                (248,308
                )
                
                
                (221,493
                )CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from promissory notes
                
                
                67,135
                
                
                
                492,300Net
      cash provided by financing activities
                
                
                67,135
                
                
                
                492,300NET
      INCREASE (DECREASE) IN CASH
                
                
                (42,578
                )
                
                
                45,807CASH
      AT BEGINNING OF YEAR
                
                
                45,858
                
                
                
                51CASH
      AT END OF YEAR
                
                
                3,280
                
                
                
                45,858SUPPLEMENTAL
      DISCLOSURE OF NONCASH INVESTING ANDFINANCING
      ACTIVITIES:Common
      Stock issued for services
                
                
                255,750Technology
      Patent Assignments
                
                
                1,450,000
                
                
                
                450,000Conversion
      of Promissory Notes
                
                
                
                
                
                
                263,200Conversion
      of Accrued Payables
                
                
                300,000
 
 F-5
  GLOBAL
CLEAN ENERGY, Inc.
 Notes
to Financial Statements
  Note 1 -
Organization
 
 Global
Clean Energy, Inc. (“Global Clean Energy” or the “Company”) was incorporated in
Colorado on December 3, 1999.  Prior to July 2004, Global Clean Energy
through its subsidiary, Panache, Inc. (“Panache”), operated as a women’s fashion
apparel wholesaler in Colorado.  On August 16, 2006, Global Clean
Energy elected new officers and directors and moved its offices to Boulder,
Colorado for corporate and administrative purposes.
  The
Company has now moved its’ administrative offices to 6040 Upshaw Dr. #105,
Houston, Texas.
  The
Company has determined that the most effective method of profitably providing
renewable energy within its’ corporate framework is to develop proprietary
equipment, to be tested and utilized with governmental agencies within North
America and research and prepare to use the most efficient
feedstocks.  The Company acquired for common stock the rights, title
and interest in a Hybrid Gasification System. Such acquisition is a complement
to our AirPump System acquired in 2008. The Company now has an ongoing testing
system in place at Valleyfield, Quebec funded partially with Canadian Federal
Government assistance.  The Company received its’ first revenue in
2009.  The Company is also researching scientific progress on
utilization of the most efficient feedstocks through its’ Houston, Texas
office.  The Company also is preparing grant applications in both the
United States and Canada for developmental funds which are
now  available.
  The
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business.  Global Clean Energy has
an accumulated deficit of $2,289,474 for the year ending December 31,
2009.  The Company has raised funds over the last year and is actively
pursuing additional sources of equity or debt financing to implement our
business model.
  Note 2 - Summary of
Significant Accounting Policies
 
 Use
of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods.  Management makes these estimates using the best
information available at the time the estimates are made; however, actual
results could differ materially from these estimates.
  Equipment
  Equipment
is recorded at cost and depreciated using the straight-line method over
estimated useful lives of three to five years.  Both straight-line and
accelerated methods of depreciation are used for income tax
purposes.
  F-6
  Impairment
of Long-Lived Assets
  Global
Clean Energy records impairment losses on long-lived assets used in operations
and finite lived intangible assets when events and circumstances indicate the
assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than their carrying amounts.  The
impairment loss is measured by comparing the fair value of the asset to its
carrying amount.
  Financial
Instruments
  Unless
otherwise indicated, the fair value of all reported assets and liabilities which
represent financial instruments (none of which are held for trading purposes)
approximate the carrying values of such amounts.
  Stock-Based
Compensation
  Global
Clean Energy accounts for stock-based compensation in accordance with SFAS No.
123(R) Share-Based Payment.  Under the fair value recognition
provisions of this statement, stock-based compensation cost is measured at the
grant date based on the fair value of the award and is recognized as expense on
a straight-line basis over the requisite service period, which is the vesting
period.  The Company elected the modified-prospective method, under
which prior periods are not revised for comparative purposes.  The
valuation provisions of SFAS 123R apply to new grants and to grants that were
outstanding as of the effective date and subsequently modified.
  During
the years ended December 31, 2009 and 2008, there were no stock options granted
or outstanding.
  Comprehensive
Income
  SFAS No.
130, Reporting Comprehensive Income, establishes requirements for disclosure of
comprehensive income (loss).  During the years ended December 31, 2009
and 2008, Global Clean Energy did not have any components of comprehensive
income (loss) to report.
  Net
Loss Per Share
  SFAS No.
128, Earnings per Share, requires dual presentation of basic and diluted
earnings or loss per share (“EPS”) for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation.  Basic EPS excludes dilution; diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the
entity.
  Basic
loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period.  Diluted loss per share reflects the potential dilution
that could occur if dilutive securities and other contracts to issue common
stock were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of Global Clean Energy, unless
the effect is to reduce a loss or increase earnings per share.  Global
Clean Energy had no potential common stock instruments which would result in a
diluted loss per share.  Therefore, diluted loss per share is
equivalent to basic loss per share.
  F-7
  Recently
Issued Accounting Pronouncements
  In June
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes - An Interpretation of FASB Statement No. 109, (“FIN
48”).  FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes.  FIN 48 also
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return that results in a tax benefit.  Additionally,
FIN 48 provides guidance on de-recognition, income statement classification of
interest and penalties, accounting in interim periods, disclosure, and
transition.  This interpretation is effective for fiscal years
beginning after December 15, 2006.  Global Clean Energy does not
expect the application of FIN 48 to have a material affect on its financial
statements.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements.  This statement
applies under other accounting pronouncements that require or permit fair value
measurements.  SFAS 157 is effective for fiscal years beginning after
November 15, 2006.  Global Clean Energy does not expect the
application of SFAS No. 157 to have a material affect on its financial
statements.
  Note 3 – AIRPUMPTM PATENT
ASSIGNMENT AND HYBRID GASIFICATION ASSIGNMENT
  Global
Clean Energy, Inc., 
acquired the entire right, title and
interest in and to a static fluid mixing pump device,set forth in a Patent
application 
for Letters Patent of the United States, 
filed on June 30th,
2008 as U.S. Application No.
 
61/129,
484; as well as the inventions and Application for Letters Patent of the United
States, and in and to any Letters Patent of the United States to be obtained
therefore and thereon from Mr. Philip Azimov for the consideration of 300,000
common shares.
  On  April
29, 2009, the Company acquired the entire right, title and interest in a
proprietary Hybrid Gasification System ,set forth in a Patent
application for Letters Patent of the United States, filed on March 24, 2009
under #61/202,671. as well as the inventions and Application for Letters Patent
of the United States, and in and to any Letters Patent of the United States to
be obtained therefore and thereon from Mr. Philip Azimov and Mr. Louis-Phillipe
Senecal for the consideration of 1,000,000 shares of restricted common
stock valued at $1,000,000 for such assignment.Such transaction was
detailed in the Company’s 8-K filed on such date.
  Note 4 –
Borrowings
 
 In 2008,
Global Clean Energy obtained five unsecured loans which were due in one year,
each with an interest rate of 7.5% per annum those notes have been renewed for
an additional year from each respective anniversary date.
  On May
15, 2009 Sylvain McMahon loaned to the company $25,500 due in one year at an
interest rate of 8.50%.
  F-8
  On
September 15, 2009 Mario Nadeau loaned to the company $22,750 due in one year at
an interest rate of 8.50%.
  Note 5 - Stockholders’
Equity
  Common
Stock
  In April,
2009 the Company issued 1,000,000 restricted shares of common stock for the
assignment of all rights, title and interests in a Hybrid Gasification System,
the transaction has a value of $1,000,000.
  In
September, 2009 the Company issued 2,750,000 shares of common stock for payment
of services under the company’s 2007 Plan for services rendered.  The
value of the transaction was $225,750.
  Global
Clean Energy is authorized to issue 300,000,000 shares of $.001 par value common
stock.  The Company has 36,628,721 shares of common stock issued
and outstanding at December 31, 2009.  Dividends may be paid on the
outstanding shares as declared by our board of directors.  Each share
of common stock is entitled to one vote.
  Preferred
Stock
  Global
Clean Energy is authorized to issue 15,000,000 shares of $.001 par value
preferred stock.  No shares of preferred stock have been issued or are
outstanding.  Dividends, voting rights and other terms, rights and
preferences of the preferred shares have not been designated but may be
designated by our board of directors from time to time.
  Employee
Stock Compensation Plans
  Global
Clean Energy has adopted the 2007 Incentive Plan (the “2007 Plan”) for its
employees, officers, directors and consultants.  We have reserved a
maximum of 5,000,000 shares of common stock to be issued under the 2007
Plan.  As of  December 31, 2009 2,750,000 shares were issued
for services rendered leaving a balance of 2,250,000 available for issuance
under the 2007 Plan.
  Note 6 - Income
Taxes
  Global
Clean Energy recognizes deferred income tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and the tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.
  Global
Clean Energy incurred no income taxes for the years ended December 31, 2009 and
2008.
  Net
operating loss carryforwards may be limited under the Change of Control
provisions of the Internal Revenue Code section 382.
  F-9
 
 Note 7 - Commitments and
Related Party Transactions
 
 As of
December 10, 2009 the Company and Janory Capital Corporation cancelled their
ongoing agreement and Janory Capital agreed to continue research and development
with the Company on a pay-as-you-go basis.  Both Dr. Earl Azimov and
Ken Adessky have an interest in Janory.  In 2009 the Company paid to
Janory a total of $103,465 of which Janory paid bills on behalf of the Company a
total of $73,468 leaving a balance of $30,000 which was earned as a consulting
fee.  Both parties agreed that the $95,550 payable to Janory is no
longer due from the company.  The company removed such amount as a
payable.
  The Board
of Directors approved a payment of $100,000 to be accrued payable to Vision
Capital for work done on behalf of the company in 2009.  Vision
Capital is controlled by Dr. Earl Azimov and Ken Adessky, as Directors of the
company they abstained from such payment authorization.
  Dr. Earl
Azimov, Ken Adessky and Consultant Randy Renken agreed and the Board approved
the issuance of common stock of the company in payment for $100,000 each at the
value of $.04.  Such $300,000 was removed as a payable and stock has
yet to have been issued, which was agreeable to all parties
concerned.
  During
2009, we paid legal fees totaling $3,280 to a law firm of which Mr. Adessky, our
CFO, Secretary and a Director, is a partner.
  Note 8 - Subsequent
Event
 
 In the
First Quarter of 2010 the Company issued 2,175,000 of common stock for services
rendered under the 2007 Stock Incentive Plan, leaving 75,000 shares available
for issuance under this plan.  Under such issuance Earl Azimov and
Kenneth Adessky received 800,000 shares each for services
rendered.






F-10