UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
  (Mark
      One)þ
                                                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarter ended March 31,
2009
  or
 o
                                          TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period
      from            to
  Commission
File Number: 0-30303
  GLOBAL
CLEAN ENERGY, INC.
 (Exact
name of Registrant as specified in its charter)
 Maryland
                                                                          
                                                                          84-1522846(State
      or other jurisdiction
                                                                            of
      incorporation or organization)
                                                                          
                                                                          (I.R.S.
      Employer Identification No.)1241 S. Parker Rd., #201,
      Denver, CO 80023(Address
      of principal executive offices)(303)
      369-5562(Registrant’s
      telephone number, including area
code)
  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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o
  Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the Registrant was required to submit and post such files). Yes þ No 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
definition 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 o
                                        
                                        Non-accelerated
      file o
                                        
                                        Smaller
      reporting company þ(Do
      not check if a smaller reporting company)
  Indicate
by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
  The
aggregate market value of the Registrant’s common stock held by non-affiliates
of the Registrant on May 5, 2009, was $883,709 (based on the closing sales price
of the Registrant’s common stock on that date).  Shares of the
Registrant’s common stock held by each officer and director and each person who
owns more than 5% of the outstanding common stock of the Registrant have been
excluded in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
  As of May
5, 2009, 25,378,721 shares of Common Stock were outstanding.
  
  GLOBAL
CLEAN ENERGY, INC.
 REPORT
ON FORM 10-Q
 FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 
 CONTENTS
 
 PART
      I – FINANCIAL INFORMATION
                                        3Item
      1. Financial Statements
                                        3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                                        7Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                                        8Item
      4T.  Controls and Procedures
                                        8PART
      II – OTHER INFORMATION
                                        8Item
      1. Legal Proceedings
                                        8Item
      1A. Risk Factors
                                        8Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                                        8Item
      3. Defaults Upon Senior Securities
                                        8Item
      4. Submission of Matters to a Vote of Security Holders
                                        9Item
      5. Other Information
                                        9Item
      6. Exhibits
                                        9
 
 i
  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
      our Annual Report on Form 10-K for the fiscal year ended December 31,
      2008.
  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 Quarterly Report are expressly qualified
in their entirety by the foregoing risks and those set forth in the “Risk
Factors” section in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
 
 When used
in this report, the terms “GLOBAL CLEAN ENERGY,” “Company,” “GCE,” “we,” “our”
and “us” refer to Global Clean Energy, Inc., unless the context suggests
otherwise.
  2
  PART
I – FINANCIAL INFORMATION
 
 Item
1. Financial Statements
 
 GLOBAL
CLEAN ENERGY, INC.
 Balance
Sheet (Unaudited)
 
 March 31, 2009
                                                                    
                                                                    
                                                                    Dec. 31, 2008ASSETSCurrent
      assets:Cash
                                                                    
                                                                    $
                                                                    3,812
                                                                    
                                                                    
                                                                    $
                                                                    45,858Other
      Assets:Cyclonic
      Dredging Pump Rights and Patent
                                                                    
                                                                    
                                                                    450,000
                                                                    
                                                                    
                                                                    
                                                                    450,000Total
      assets
                                                                    
                                                                    $
                                                                    453,812
                                                                    
                                                                    
                                                                    $
                                                                    495,858LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accrued
      compensation - officers, directors and consultants
                                                                    
                                                                    
                                                                    598,968
                                                                    
                                                                    
                                                                    
                                                                    523,968Accounts
      Payable
                                                                    
                                                                    
                                                                    275,651
                                                                    
                                                                    
                                                                    
                                                                    125,688Promissory
      Notes
                                                                    
                                                                    
                                                                    486,900
                                                                    
                                                                    
                                                                    
                                                                    486,900$
                                                                    1,360,519
                                                                    
                                                                    
                                                                    $
                                                                    1,136,556Stockholders’
      equity: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 – 25,378,721 shares
                                                                    
                                                                    
                                                                    25,378
                                                                    
                                                                    
                                                                    
                                                                    25,378Additional
      paid-in capital
                                                                    
                                                                    
                                                                    1,478,555
                                                                    
                                                                    
                                                                    
                                                                    1,478,555Accumulated
      deficit
                                                                    
                                                                    
                                                                    (2,410,640
                                                                    )
                                                                    
                                                                    
                                                                    (2,144,631
                                                                    )Total
      liabilities and stockholders’ equity
                                                                    
                                                                    $
                                                                    453,812
                                                                    
                                                                    
                                                                    $
                                                                    495,858
 See
notes to financial statements.
 3
  GLOBAL
CLEAN ENERGY, INC.
 Statements
of Operations (Unaudited)
  Three
      Months EndedMarch
      31,2009
                                                                            
                                                                            
                                                                            2008Costs
      and expenses:Compensation
      - officers, directors and consultants
                                                                            
                                                                            $
                                                                            
                                                                            
                                                                            
                                                                            $
                                                                            52,500Professional
      fees
                                                                            
                                                                            
                                                                            33,288
                                                                            
                                                                            
                                                                            
                                                                            38,400General
      and administrative
                                                                            
                                                                            
                                                                            8,758
                                                                            
                                                                            
                                                                            
                                                                            29,604Repayment
      of Advances
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            10,000DepreciationInterest
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            337Net
      loss applicable to common shareholders
                                                                            
                                                                            $
                                                                            (42,046
                                                                            )
                                                                            
                                                                            $
                                                                            (130,841
                                                                            )Basic
      and diluted net loss per common share
                                                                            
                                                                            
                                                                            (.01
                                                                            )**
                                                                            
                                                                            
                                                                            (.01
                                                                            )**Weighted
      average number of common shares outstanding
                                                                            
                                                                            
                                                                            25,378,721
                                                                            
                                                                            
                                                                            
                                                                            25,078,521
  ** Less
than $(.01) per share
  See
notes to financial statements.
  4
  GLOBAL
CLEAN ENERGY, INC.
 Statements
of Cash Flows (Unaudited)
  Three
      Months EndedMarch
      31,2009
                                                                
                                                                
                                                                2008Cash
      flows from operating activities:Net
      loss
                                                                
                                                                $
                                                                (42,046
                                                                )
                                                                
                                                                
                                                                (130,841
                                                                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                0Changes
      in operating assets and liabilities:Prepaid
      legal
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                0Accrued
      compensation - officers, directors and consultants
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                52,500Other
      accrued expenses
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                0Net
      cash used in operating activities
                                                                
                                                                
                                                                (42,046
                                                                )
                                                                
                                                                
                                                                (78,341
                                                                )Cash
      flows from investing activities:Purchases
      of equipmentNet
      cash used in investing activitiesCash
      flows from financing activities:Proceeds
      from promissory note
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                100,000Repayment
      of promissory noteNet
      cash provided by financing activities
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                100,000Net
      increase in cash
                                                                
                                                                
                                                                (42,046
                                                                )
                                                                
                                                                
                                                                21,659Cash
      at beginning of year
                                                                
                                                                
                                                                45,858
                                                                
                                                                
                                                                
                                                                51Cash
      at end of period
                                                                
                                                                
                                                                3,812
                                                                
                                                                
                                                                
                                                                21,710Supplemental
      disclosure of cash flow information:Cash
      paid for interest
  See
notes to financial statements.
 5
  GLOBAL
CLEAN ENERGY, INC.
 Notes
to Financial Statements (Unaudited)
  1.  Basis
of Presentation
  The
accompanying unaudited condensed financial statements of the Company should be
read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission (the “SEC ”). The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“ GAAP ”) for
interim financial information, the instructions to Form 10-Q and the rules and
regulations of the SEC. Accordingly, since they are interim statements, the
accompanying financial statements do not include all of the information and
notes required by GAAP for annual financial statements, but reflect all
adjustments consisting of normal, recurring adjustments, that are necessary for
a fair presentation of the financial position, results of operations and cash
flows for the interim periods presented. Interim results are not necessarily
indicative of results for a full year. The December 31, 2008 consolidated
balance sheet information was derived from the audited consolidated financial
statements as of that date.
 
 2.  Promissory
Note
 
 None.
  3.  Related
Party Transactions
  None.
 
 4.  Subsequent
Events
 
 On April
29, 2009, the Company entered into an Assignment Agreement (the “Agreement”)
with Phillip Azimov and Louis-Philippe Sénécal (collectively, the “Inventors”).
Pursuant to the Agreement, the Inventors assigned any and all of the Inventors’
right, title and interests in and to a new hybrid gasification system for the
production of synthetic gaseous fuels (the “Gasifier”) that the Inventors have
developed according to parameters provided to them by the Company. As
consideration for the assignment, the Company issued to the Inventors 1,000,000
restricted shares of the Company’s common stock, with each share having an
agreed upon value of $1.00 per share, which will result in an increase in the
Company’s asset base by $1,000,000.  The issuance was granted based on
exemptions from registration under Regulation S of the Securities Act of 1933,
as amended.
  6
  Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 BUSINESS
OVERVIEW
 
 Global
Clean Energy was formed to develop and commercialize proprietary “R.E.S.C.U.E”
technologies which recover and reform environmental salvage into clean useable
energy.  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.  GCE is 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 its proprietary and
innovative technologies for clean coal and other renewable energy
sources.
  We work
with both the governmental and private sectors on projects which seek to
implement profitable renewable energy while cleaning specific environmental
problem areas. What began 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: (i) research and development of new
technologies; (ii) international joint-ventures to develop waste-to-energy
projects; (iii) technology and services for environmental ash cleanup
operations; (iv) renewable energy production; and (v) seeking public financing
for projects in the green energy sector.
  We own a
propriety Airpump TM which
allows recovery of submerged bio-waste.  The Airpump TM has
been successfully tested in removing coal ash from slurry ponds and waste water
from water treatment ponds.  The recovered waste can be converted into
usable energy.  We are also negotiating to acquire a hybrid
gasification system which will allow for the conversion of waste into synthetic
gas and other forms of clean energy such as ethanol and butane.  This
technology will be used to create sustainable power facilities (in the 5 to 100
megawatt range) using the bio-waste that has been harvested, which we plan to
build, own and operate.
  In 2009,
we expect to commence three renewable energy projects to take advantage of our
proprietary technologies.  Our three planned projects span the base of
our operations: the United States, Canada and the United Kingdom.  All
of the planned projects are joint ventures, comprised of municipal, state and
federal institutions, universities, private banking and public
financing.  The projects directly address local priorities for
economic development, energy creation and environmental concerns.
 
 RESULTS
OF OPERATIONS
 
 Three
Months Ended March 31, 2009 Compared to the Three Months Ended March 31,
2008
 
 During
the quarter ended March 31, 2009, we incurred a net loss of $42,046 compared to
a net loss of $130,841 during the quarter ended March 31, 2008.  The
decrease in net loss of $88,795 is due to the fact that we streamlined
operations during the quarter ended March 31, 2009 and accrued compensation for
the future benefit of the Company.    During the quarter
ended March 31, 2009, we paid compensation and professional fees equal to
$33,288 by limiting the use of outside consultants. Also during the quarter
ended March 31, 2009, we paid general and administrative expenses of $8,758
which included rent, telephone, travel and other office costs.
 
 Liquidity
and Capital Resources
 
 As of
March 31, 2009, we had $3,812 in cash and $1,360,519 in current liabilities. For
the three months ended March 31, 2009, we consumed $42,046 of cash in
operating activities.  Total assets were $453,812 at March 31,
2009.  The stockholders’ deficit was $2,410,640 at March 31,
2009.  We have not generated any revenues from
operations.
 
 Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet financing arrangements and have not formed any special
purpose entities. We have not guaranteed any debt or commitments of other
entities or entered into any options on non-financial assets.
  7
  Item
3. 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.
 
 Item
4T.  Controls and Procedures
 
 (a)
Disclosure Controls and Procedures
  Our management, with
the participation of our Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of our disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
report. As previously reported in our Annual Report on Form 10-K for the year
ended December 31, 2008, control deficiencies were identified that constitute a
material weakness in internal control over financial reporting. Such control
deficiencies relate to insufficient personnel, inadequate segregation of duties,
and lack of familiarity with the requirements imposed by the Exchange Act. Based
upon their evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures, as of March 31, 2009 were
ineffective.
  Management
has implemented changes in the processing of transactions to remediate the
inadequate personnel related weakness previously identified. Additionally,
management identified steps at both management and the board of directors' level
to increase the effectiveness of review as it relates to the financial reporting
process. Such changes have been partially implemented during the first quarter
of the our 2009 fiscal year. While management believes that the changes
implemented have strengthened the overall control over financial reporting, such
changes were not sufficient to conclude that our disclosure and control
procedures, as of March 31, 2009, were effective. Accordingly, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures, as of March 31, 2009, were ineffective. Other changes
will be considered as additional financial resources become
available.
  (b)
Changes in Internal Control Over Financial Reporting.
  Our
management, including our Certifying Officers, confirm that there were no
changes in our internal control over financial reporting during our quarter
ending March 31, 2009, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
  PART
II – OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 None.
 
 Item
1A. Risk Factors
 
 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.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 Reference
is made to the Company’s Current Report on Form 8-K filed with the SEC on May
12, 2009 and incorporated by reference herein.
 
 Item
3. Defaults Upon Senior Securities
 
 None.
  8
  Item
4. Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
5. Other Information
 
 None.
 
 Item
6. Exhibits
 
 Exhibits:
 31.1+
                                  Chief
      Executive Officer's Certificate, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
 
 
 31.2+
                                  Chief
      Financial Officer's Certificate, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
 
 
 32.1+
                                  Chief
      Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 
 
 32.2+
                                    Chief
      Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 
 
 
 
 ________________
 +
Filed Herewith
  9
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  GLOBAL CLEAN ENERGY,
      INC.Date:  May
      15, 2009
                                      By:
                                      /s/
      Earl AzimovEarl
      Azimov, President & Chief Executive Officer
 Date:  May
      15, 2009
                                            By:
                                            /s/
      Kenneth S. AdesskyKenneth
      S. Adessky, Chief Financial Officer
 
 10


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