##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-30303
 GLOBAL CLEAN ENERGY, INC.
  Maryland
    
    84-1522846(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)1241 S. Parker, #201, Denver, Colorado
    
    80231(Address of Principal Executive Offices)
    
    (Zip Code)
 (303) 369 5562  (Issuers Telephone Number, Including Area Code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



GLOBAL CLEAN ENERGY, INC.  REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 CONTENTS
 PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    7Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    11Item 4T. Controls and Procedures
    
    
    11PART II  OTHER INFORMATION
    
    
    11Item 1. Legal Proceedings
    
    
    11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 3. Defaults Upon Senior Securities
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    12Item 5. Other Information
    
    
    12Item 6. Exhibits
    
    
    12Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 GLOBAL CLEAN ENERGY, INC.  Balance Sheet
 As of
    
    
    As ofSeptember 30, 2008
    
    
    December 31, 2007(unaudited)ASSETSCurrent assets:Cash
    
    $
    27,170
    
    
    $
    51Other assets:Cyclonic Dredging Pump Rights and Patent
    
    
    450,000
    
    
    
    Total assets:
    
    $
    477,170
    
    
    $
    51LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Advances
    
    $
    
    
    
    $
    10,000Accrued compensation  officers, directors and consultants
    
    
    412,968
    
    
    
    364,168Accounts payable
    
    
    44,625
    
    
    
    Promissory notes
    
    
    450,000
    
    
    
    250,000Accrued expenses
    
    
    
    
    
    
    61,550$
    907,593
    
    
    $
    685,718Stockholders deficit:Preferred stock; $.001 par value; authorized  15,000,000
shares; issued  none
    
    
    
    
    
    
    Common stock; $.001 par value; authorized  300,000,000
shares; issued and outstanding  25,378,521 shares as of
September 30, 2008; 24,815,521 as of December 31, 2007
    
    
    25,378
    
    
    
    24,815Additional paid-in capital
    
    
    1,475,555
    
    
    
    765,918Accumulated deficit
    
    
    (1,934,356
    )
    
    
    (1,476,400
    )Total liabilities and stockholders deficit:
    
    $
    477,170
    
    
    $
    51
   3




---



##### Table of Contents



GLOBAL CLEAN ENERGY, INC.  Statements of Operations (Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Costs and expenses ($):Compensation: officers, directors
and consultants
    
    
    134,962
    
    
    
    68, 135
    
    
    
    245,562
    
    
    
    347,168Professional fees
    
    
    74,194
    
    
    
    42,657
    
    
    
    126,922
    
    
    
    205,471General and
administrative
    
    
    23,684
    
    
    
    14,179
    
    
    
    94,261
    
    
    
    61,101Impairment
loss-Technology
license
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    150,000Depreciation
    
    
    
    
    
    
    267
    
    
    
    
    
    
    
    1,679Interest and bank
charges
    
    
    893
    
    
    
    2,584
    
    
    
    1,485
    
    
    
    4,926Net loss applicable to
common stockholders
    
    
    (233,733
    )
    
    
    (277,822
    )
    
    
    (468,230
    )
    
    
    (770,345
    )Basic and diluted net
loss per common share
**
    
    
    (.01
    )
    
    
    (.01
    )
    
    
    (.02
    )
    
    
    (.03
    )Weighted average
number of common
shares outstanding
    
    
    25,378,721
    
    
    
    24,815,521
    
    
    
    25,378,721
    
    
    
    24,715,521
 **
    
    Less than $(.01) per share   4




---



##### Table of Contents



GLOBAL CLEAN ENERGY, INC.  Statements of Cash Flows (Unaudited)
 Nine months ended September 30,2008
    
    
    2007Cash flows from operating activities ($):Net loss
    
    $
    (468,230
    )
    
    $
    (770,345
    )Adjustments to reconcile net loss to net cash
used in operating activities:Common stock issued for services and
acquisition
    
    
    450,000
    
    
    
    80,000Depreciation
    
    
    
    
    
    
    1,679Loss on sale of equipment
    
    
    
    
    
    
    1,752Impairment loss-technology license
    
    
    
    
    
    
    50,000Changes in operating assets and liabilities:Advances
    
    
    
    
    
    
    10,000Accounts Payable
    
    
    44,625
    
    
    
    Prepaid legal
    
    
    
    
    
    
    2,500Accrued compensation  officers,
directors and consultants
    
    
    225,724
    
    
    
    211,699Other accrued expenses
    
    
    
    
    
    
    131,234Net cash used in operating activities
    
    
    (197,881
    )
    
    
    (181,481
    )Cash flows from investing activities:Proceeds from sale of equipment
    
    
    
    
    
    
    3,161Net cash used in investing activities
    
    
    
    
    
    
    3,161Cash flows from financing activities:Proceeds from promissory notes
    
    
    225,000
    
    
    
    175,000Repayment of promissory note
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    225,000
    
    
    
    175,000Net (decrease) in cash
    
    
    27,119
    
    
    
    (3,320
    )Cash at beginning of year
    
    
    51
    
    
    
    3,338Cash at end of period
    
    
    27,170
    
    
    
    18Supplemental disclosure of cash flow
information:Cash paid for interest
    
    
    
    
    
    
    Supplemental disclosure of noncash investing and
financing activitiesCommon stock issued for services and
acquisition
    
    
    300,000
    
    
    
    80,000
   5




---



##### Table of Contents



GLOBAL CLEAN ENERGY, INC.  Notes to Financial Statements (Unaudited)
 1. Basis of Presentation
  2. Promissory Notes
     3. Currency Conversion
  4. Related Person Transactions
   5. Subsequent Events
   6




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation.
 Forward Looking Statements
  
    
    The availability and adequacy of our cash flow to meet our requirements;
    
    Economic, competitive, demographic, business and other conditions in our local and
regional markets;
    
    Changes or developments in laws, regulations or taxes in the ethanol or clean 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 clean 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 our
Annual Report on Form 10-KSB.
    7




---



##### Table of Contents



Business Overview
     Recent Developments
     8




---



##### Table of Contents



Results of Operations
 Three Months Ended September 30, 2008 compared to Three Months Ended September 30, 2007
      Nine Months Ended September 30, 2008 compared to Nine Months Ended September 30, 2007
   9




---



##### Table of Contents



Liquidity and Capital Resources
       10




---



##### Table of Contents



Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 4T. Controls and Procedures.
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
   11




---



##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 Exhibit Index
 ExhibitNumber
    
    Exhibit Description3.1
    
    
    Amended and Restated Articles of Incorporation (1)3.2
    
    
    Bylaws (2)10.1
    
    
    $145,000, 7.5% Promissory Note dated July 10, 2008, payable to Clean
Energy Funding, Inc.*10.2
    
    
    $80,000, 7.5% Promissory Note dated August 15, 2008, payable to Vision
Capital Partners AA, Ltd.*31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer *31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer *32.1
    
    
    Section 1350 Certification by the Principal Executive Officer *32.2
    
    
    Section 1350 Certification by the Principal Financial Officer *
 *
    
    Filed herewith.(1)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2007, File No. 0-30303.(2)
    
    Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13, 2007,
File No. 0-30303.  12




---



##### Table of Contents



SIGNATURE
  GLOBAL CLEAN ENERGY, INC.Date: November 12 2008
    By:
    /s/ John GrobJohn Grob, President(Principal Executive Officer)Date:  November 12, 2008
    By:
    /s/ Kenneth S. AdesskyKenneth S. Adessky,Chief Financial Officer
(Principal Accounting Officer)  13




---



##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Exhibit Description3.1
    
    
    Amended and Restated Articles of Incorporation (1)3.2
    
    
    Bylaws (2)10.1
    
    
    $145,000, 7.5% Promissory Note dated July 10, 2008, payable to Clean
Energy Funding, Inc.*10.2
    
    
    $80,000, 7.5% Promissory Note dated August 15, 2008, payable to Vision
Capital Partners AA, Ltd.*31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer *31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer *32.1
    
    
    Section 1350 Certification by the Principal Executive Officer *32.2
    
    
    Section 1350 Certification by the Principal Financial Officer *
 *
    
    Filed herewith.(1)
    
    Incorporated by reference from the Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2007, File No. 0-30303.(2)
    
    Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13, 2007,
File No. 0-30303.  14