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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended: June 30, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from:  to
 Commission File No.: 0-30303
 GLOBAL CLEAN ENERGY, INC.
  MARYLAND
    
    84-1522846(State or Other Jurisdiction of Incorporation 
or Organization)
    
    (I.R.S. Employer Identification No.)
 1241
S. Parker Rd. #201, Denver, Colorado 80023
 (Issuers Telephone Number, Including Area Code)
 þ o
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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GLOBAL CLEAN ENERGY, INC.  REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 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 4T. Controls and Procedures
    
    
    10PART II  OTHER INFORMATION
    
    
    11Item 6. Exhibits
    
    
    11Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 GLOBAL CLEAN ENERGY, INC.  Balance Sheet (Unaudited)
June 30, 2008
 ASSETS
 Current assets:Cash
    
    $
    35,903Other assets:Cyclonic Dredging Pump Rights and Patent
    
    
    450,000Total assets
    
    $
    485,903
 LIABILITIES AND STOCKHOLDERS DEFICIT
 Current liabilities:Accrued compensation  officers, directors and consultants
    
    $
    412,968Accounts payable
    
    
    44,783Other accrued expenses
    
    
    61,550Promissory Note
    
    
    225,000744,301Stockholders deficit:Preferred stock; $.001 par value; authorized  15,000,000
shares; issued  noneCommon stock; $.001 par value; authorized  300,000,000
shares; issued and outstanding  25,378,521 sharesAdditional paid-in capital
    
    
    1,503,933Accumulated deficit
    
    
    (1,762,331
    )(258,398
    )Total liabilities and stockholders deficit
    
    $
    485,903
   3




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GLOBAL CLEAN ENERGY, INC.  Statements of Operations (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Costs and expenses:Compensation  officers, directors
and consultants
    
    $
    58,100
    
    
    $
    162,533
    
    
    $
    110,600
    
    
    $
    279,033Professional fees
    
    
    14,328
    
    
    
    93,037
    
    
    
    52,728
    
    
    
    162,814General and administrative
    
    
    40,973
    
    
    
    16,929
    
    
    
    70,577
    
    
    
    46,922Depreciation
    
    
    0
    
    
    
    619
    
    
    
    0
    
    
    
    1,412Interest and bank charges
    
    
    255
    
    
    
    1,869
    
    
    
    592
    
    
    
    2,342Net loss applicable to common
stockholders
    
    $
    (113,656
    )
    
    $
    (274, 987
    )
    
    $
    (234,497
    )
    
    $
    (492,523
    )Basic and diluted net loss per
common share **
    
    $
    (.01
    )
    
    $
    (.01
    )
    
    $
    (.01
    )
    
    $
    (.02
    )Weighted average number of
common shares outstanding
    
    
    25,378,721
    
    
    
    24,715,521
    
    
    
    25,078,721
    
    
    
    24,665,522
 **
    
    Less than $(.01) per share   4




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GLOBAL CLEAN ENERGY, INC.  Statements of Cash Flows (Unaudited)
 Six Months EndedJune 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (234,497
    )
    
    $
    (492,523
    )Adjustments to reconcile net loss to net cash
used in operating activities:Common stock issued for services and acquisition
    
    
    450,000
    
    
    
    80,000Depreciation
    
    
    
    
    
    
    1,412Loss on sale of equipment
    
    
    
    
    
    
    1,752Changes in operating assets and liabilities:Advances
    
    $
    (10,000
    )Accounts Payable
    
    
    44,783Prepaid legal
    
    
    
    
    
    
    2,500Accrued compensation  officers, directors and consultants
    
    
    10,566
    
    
    
    158,036Other accrued expenses
    
    
    
    
    
    
    142,324Net cash used in operating activities
    
    
    (189,148
    )
    
    
    (106,499
    )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 note
    
    
    225,000
    
    
    
    100,000Repayment of promissory noteNet cash provided by financing activities
    
    
    225,000
    
    
    
    100,000Net increase (decrease) in cash
    
    
    38,852
    
    
    
    (3,338
    )Cash at beginning of year
    
    
    51
    
    
    
    3,338Cash at end of period
    
    $
    35,903
    
    
    $
    Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    Supplemental disclosure of noncash investing and
financing activities:Common stock issued for services and acquisition
    
    $
    450,000
    
    
    $
    80,000
   5




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




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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 energy
industries;
 
    
    actions taken or not taken by third-parties, including our competitors, as well as
legislative, regulatory, judicial and other governmental authorities;
 
    
    competition in the ethanol industry;
 
    
    the failure to obtain or loss of any license or permit;
 
    
    the cyclical nature of the energy industry, and therefore any downturns in this
cyclical industry could adversely affect operations;
 
    
    the energy-related industry that we service is heavily regulated and the costs
associated with such regulated industries increases the costs of doing business;
 
    
    the ability to carry out our business plan and to manage our growth effectively and
efficiently;
 
    
    the failure to manage any foreign exchange risk adequately;
 
    
    a general economic downturn or a downturn in the securities markets; and
 
    
    risks and uncertainties described in the Risk Factors section or elsewhere in our
Annual Report on Form 10-KSB for the period ended December 31, 2007.
   Business Overview
 
 Recent Events
    7




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Strategic
Plan
   green in with
 green
   8




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Results of Operations
 SECOND QUARTER 2008
 SECOND QUARTER 2007
 Liquidity and Capital Resources
        9




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Off-Balance Sheet Arrangements
  
 Item 4T. Controls and Procedures.
   Change in Internal Control over Financial Reporting
    10




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PART II  OTHER INFORMATION
 
 Item 6. Exhibits
 Exhibit Index
 ExhibitNumber
    
    Exhibit Description2.1
    
    November 7, 2007 Agreement and Plan of Merger between Newsearch, Inc. and
Global Clean Energy, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13,
2007).3.1
    
    Amended and Restated Articles of Incorporation (Incorporated by reference
to the Companys Annual Report on Form 10-KSB for the year ended December
31, 2006 filed with the Commission on May 7, 2007).3.2
    
    Bylaws of Global Clean Energy, Inc. (Incorporated by reference to the
Companys Current Report on Form 8-K filed with the Commission on
November 13, 2007).4.1
    
    Specimen Common Stock Certificate (Incorporated by reference to the
Companys Registration Statement on Form 10SB-12G filed with the
Commission on April 12, 2000).10.1
    
    2007 Stock Incentive Plan (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 12, 2007).10.2
    
    $200,000 7.5% Promissory Note dated August 18, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.3
    
    $100,000 7.5% Promissory Note dated September 22, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.4
    
    $50,000 7.5% Promissory Note dated December 15, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.5
    
    License Agreement dated December 15, 2006, between EnviroClean Energy
Corporation and the Company (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on January 4, 2007).10.6
    
    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.10.7
    
    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.10.8
    
    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.10.9
    
    $100,000 7.5% Promissory Note dated January 20, 2008 between the Company
and Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on March 27, 2008).10.10
    
    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).
  11




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ExhibitNumber
    
    Exhibit Description10.11
    
    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).10.12
    
    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).10.13
    
    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).10.14
    
    April 25, 2008 Promissory Note between Global Clean Energy, Inc. and
Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 30, 2008).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, 2006 (File No. 0-30303).  12




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SIGNATURE
  GLOBAL CLEAN ENERGY, INC.Date:  July 8, 2008
    By:
    /s/ John GrobJohn Grob, PresidentDate:  July 8, 2008
    By:
    /s/ Kenneth S. AdesskyKenneth S. Adessky, Chief Financial Officer  13




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Exhibit Index
 ExhibitNumber
    
    Exhibit Description2.1
    
    November 7, 2007 Agreement and Plan of Merger between Newsearch, Inc. and
Global Clean Energy, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on November 13,
2007).3.1
    
    Amended and Restated Articles of Incorporation (Incorporated by reference
to the Companys Annual Report on Form 10-KSB for the year ended December
31, 2006 filed with the Commission on May 7, 2007).3.2
    
    Bylaws of Global Clean Energy, Inc. (Incorporated by reference to the
Companys Current Report on Form 8-K filed with the Commission on
November 13, 2007).4.1
    
    Specimen Common Stock Certificate (Incorporated by reference to the
Companys Registration Statement on Form 10SB-12G filed with the
Commission on April 12, 2000).10.1
    
    2007 Stock Incentive Plan (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 12, 2007).10.2
    
    $200,000 7.5% Promissory Note dated August 18, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.3
    
    $100,000 7.5% Promissory Note dated September 22, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.4
    
    $50,000 7.5% Promissory Note dated December 15, 2006, payable to Vision
Capital Partners AA Ltd. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on December 11,
2006).10.5
    
    License Agreement dated December 15, 2006, between EnviroClean Energy
Corporation and the Company (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on January 4, 2007).10.6
    
    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.10.7
    
    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.10.8
    
    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.10.9
    
    $100,000 7.5% Promissory Note dated January 20, 2008 between the Company
and Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on March 27, 2008).10.10
    
    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).
  14




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ExhibitNumber
    
    Exhibit Description10.11
    
    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).10.12
    
    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).10.13
    
    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).10.14
    
    April 25, 2008 Promissory Note between Global Clean Energy, Inc. and
Profit Consultants, Inc. (Incorporated by reference to the Companys
Current Report on Form 8-K filed with the Commission on June 30, 2008).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 to the Companys Current Report on Form 8-K filed with the
Commission on March 27, 2008).  15